Browse EX-10 agreements

Exhibit 10.3

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of _______, 2026, is made and entered into by and among Columbus Circle Capital Corp III, a Cayman Islands exempted company (the “Company”), Columbus Circle 3 Sponsor Corporation LLC, a Delaware limited liability company (the “Sponsor”), Cohen & Company Capital Markets, a division of Cohen &Company Securities, LLC and Clear Street LLC (each a “Representative” and collectively, the “Representatives”) and the undersigned parties listed on the signature page hereto (each such party, together with the Sponsor, the Representatives and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

RECITALS

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INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of ______, 2026 by and between Columbus Circle Capital Corp III, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Truste****e”).

WHEREAS, the Company’s registration statement on Form S-1, (File No. 333-_____) (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”), each of which consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-third of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission;

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Exhibit 10.1

_____, 2026

Columbus Circle Capital Corp III

3 Columbus Circle, 24th Floor

New York NY 10019

Re: Initial Public Offering

Ladies and Gentlemen:

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Columbus Circle Capital Corp III, a Cayman Islands exempted company (the “Company”) and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC and Clear Street LLC, as representatives (each a “Representative” and collectively the “Representatives”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one-third of one redeemable warrant (each whole

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Exhibit 10.5

FIRST CAROLINA FINANCIAL SERVICES, INC.

RESTRICTED STOCK AWARD AGREEMENT

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is made and entered into effective as of the ____ day of _________ 2025, by and between First Carolina Financial Services, Inc., a North Carolina corporation (the “Company”), and [___________] (the “Holder”).

Award of Shares.  Subject to the restrictions and conditions set forth in this Agreement and the First Carolina Financial Services, Inc. 2025 Equity Incentive Plan (the “Plan”), the Company hereby awards to the Holder [_______] shares of the Company’s Common Stock (the “Restricted Shares”).  The Holder hereby accepts the Restricted Shares as of such date, subject to the restrictions and conditions set forth in this Agreement and the Plan.

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FIRST CAROLINA FINANCIAL SERVICES, INC.

2025 EQUITY INCENTIVE PLAN

2025 Equity Incentive Plan Approved by

the Board and Shareholders on February 27, 2025 and April 24, 2025, respectively

1.         Purposes of the Plan. The purposes of this Plan are to attract and retain the best available personnel to serve as Employees, Directors or Consultants; to provide additional incentives to Employees, Directors and Consultants to contribute to the successful performance of the Company and any Related Entity; to promote the growth of the market value of the Company’s Common Stock; to align the interests of Participants with those of the Company’s shareholders; and to promote the success of the Company’s business.

2.            Definitions. The following definitions will apply as used herein and in all individual Award Agreements except as a term may be otherwise defined in an individual Award Agreement. In the event a term is separately defined in an individual Award Agreement, such definition will supersede the definition contained in this Section 2.

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Exhibit 10.3

FIRST CAROLINA FINANCIAL SERVICES, INC.

RESTRICTED STOCK GRANT AGREEMENT

THIS RESTRICTED STOCK GRANT AGREEMENT (this “Agreement”) is made and entered into effective as of the _____ day of _________, by and between First Carolina Financial Services, Inc., a North Carolina corporation (the “Company”), and [___________] (the “Holder”).

Award of Shares.  Subject to the restrictions and conditions set forth in this Agreement and the First Carolina Financial Services, Inc. 2020 Equity Incentive Plan (the “Plan”) and conditioned upon the commencement of Holder’s employment with the Company’s subsidiary bank, First Carolina Bank (the “Bank”), the Company hereby awards to the Holder [_______] shares of the Company’s Common Stock (the “Restricted Shares”).  The Holder hereby accepts the Restricted Shares subject to the restrictions and conditions set forth in this Agreement and the Plan.

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FIRST AMENDMENT TO THE FIRST CAROLINA FINANCIAL SERVICES, INC. 2020 EQUITY INCENTIVE PLAN

WHEREAS, the Board of Directors of First Carolina Financial Services, Inc. (the “Company”) deems it to be in the best interests of the Company to amend, and has approved the amendment of, the First Carolina Financial Services, Inc. 2020 Equity Incentive Plan (the “Plan”) in order to increase the number of authorized, but unissued, shares of the Company’s common stock issuable for awards under the Plan, all as set forth in this First Amendment to the Company 2020 Equity Incentive Plan (this “Amendment”); and

WHEREAS, the Company’s shareholders approved this Amendment to the Plan at the Company’s 2023 annual meeting of shareholders;

NOW, THEREFORE, the Plan shall be amended as follows.

	1.	The definition of “Plan Pool” under Article I of the Plan shall be deleted in its entirety and the following substituted in lieu thereof:

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FIRST CAROLINA FINANCIAL SERVICES, INC.

2020 EQUITY INCENTIVE PLAN

THIS 2020 EQUITY INCENTIVE PLAN of First Carolina Financial Services, Inc., a North Carolina corporation with its principal office in Rocky Mount, North Carolina, sets forth the terms and conditions under which Options and Restricted Stock may be granted from time to time to Eligible Employees and Directors, subject to the following provisions:

ARTICLE I

DEFINITIONS

The following terms shall have the meanings set forth below. Additional terms defined in this Plan shall have the meanings ascribed to them when first used herein.

Board. The Board of Directors of First Carolina Financial Services, Inc.

Change in Control Transaction. Any transaction that would be deemed a “change in control event” with respect to the Company pursuant to Section 409A, without giving effect to any elective provisions thereunder.

Code. The Internal Revenue Code of 1986, as amended, together with the rules and regulations promulgated thereunder.

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NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

COMMON STOCK PURCHASE WARRANT

Brainstorm Cell Therapeutics Inc.

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Warrant Shares: 252,631	​ ​ Issue Date	​ ​, 2026

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of May ___, 2026 between Brainstorm Cell Therapeutics Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an exemption from the registration requirements of Section 5 of the Securities Act contained in Section 4(a)(2) thereof and/or Regulation D thereunder, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

ARTICLE I.

DEFINITIONS

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FutureCorp Space Acquisition 1

8605 Santa Monica Blvd.

#54207

Los Angeles, California 90069

_____, 2026

FutureCorp Space Acquisition 1 LLC c/o FutureCorp Space Acquisition 1

8605 Santa Monica Blvd., #54207 Los Angeles, California 90069

Re: Administrative Services Agreement

Ladies and Gentlemen:

This letter agreement by and between FutureCorp Space Acquisition 1 (the “Company”) and FutureCorp Space Acquisition 1 LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the closing date of the initial public offering of securities of the Company (the “Closing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

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PUBCO SPACE ACQUISITION 18605 Santa Monica Blvd., #54207 Los Angeles, CA 90069

March 31, 2026

Pubco Space Acquisition 1 LLC 8605 Santa Monica Blvd., #54207 Los Angeles, CA 90069

RE: Securities Subscription Agreement Ladies and Gentlemen:

Pubco Space Acquisition 1, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Pubco Space Acquisition 1 LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to subscribe for 5,750,000 Class B ordinary shares, par value US$0.0001 per share, of the Company (the “Shares”), up to 750,000 of which are subject to forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Ordinary Shares” are to, collectively, the Company’s Class B ordinary shares, US$0.0001 par value per share (the “Class B Ordinary Shares”) and the Company’s Class A ordinary shares, US$0.0001 par value per

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