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.

Issuance of Restricted Shares; Rights as a Shareholder.  A certificate evidencing the Restricted Shares shall be issued by the Company (or, if the Restricted Shares are issued in book-entry form (at the sole discretion of the Company), proper notation made in the Company’s stock register) in the Holder’s name, and the Holder, unless and until the Restricted Shares are forfeited as described herein, shall have full voting rights associated with the Restricted Shares. The Holder will be entitled to receive dividends and other distributions with respect to the Restricted Shares, but to the extent any dividends or other distributions are declared and paid prior to the lapse of the Forfeiture Restrictions under this Agreement: (a) any cash dividends paid with respect to a Restricted Share will be retained by the Company (or its designated agent) and will be paid to the Holder, without interest, within thirty (30) calendar days after the Forfeiture Restrictions lapse with respect to the associated Restricted Share, but will otherwise be forfeited if and when the associated Restricted Share is forfeited, and (b) any property (other than cash) distributed with respect to a Restricted Share (including without limitation a distribution of stock by reason of a stock dividend, stock split, or otherwise, or a distribution of other securities with respect to an associated Restricted Share) will be subject to the restrictions of this Agreement in the same manner and for so long as the associated Restricted Share remains subject to those restrictions, and will be forfeited if and when the associated Restricted Share is forfeited or will vest if and when the associated Restricted Share vests. If any Restricted Shares are forfeited as described in this Agreement, then, on the date of such forfeiture, the Holder will no longer have any rights as a shareholder with respect to such forfeited Restricted Shares or any interest therein.

Withholding of Taxes.  The grant of the Restricted Shares and/or the lapse of the Forfeiture Restrictions may result in income to the Holder for federal, state or local income or employment tax purposes which may be subject to applicable federal, state and local tax withholding.  The Holder shall satisfy such tax withholding obligation by delivering to the Company at the time of such receipt or lapse, as the case may be, such amount of money as the Company may require to meet such withholding obligation under applicable tax laws, and, if the Holder fails to do so, the Company is authorized (i) to withhold from any cash remuneration then or thereafter payable to the Holder any tax required to be withheld by reason of such receipt or lapse, and (ii) to take such other action as the Administrator may in its sole discretion determine, including withholding shares otherwise deliverable to Holder under this Agreement.

Tax Consequences.  The Holder has reviewed with the Holder’s own tax advisors the federal, state, local and foreign tax consequences of the transactions contemplated by this Agreement.  The Holder is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.  The Holder understands that the Holder (and not the Company) shall be responsible for the Holder’s own tax liability that may arise as a result of the transactions contemplated by this Agreement.  The Holder understands that Section 83 of the Code taxes as ordinary income the difference between the purchase price for the Restricted Shares, which shall be $0.00 for the grant of shares hereunder, and the Fair Market Value of the Restricted Shares as of the date any Forfeiture Restrictions on the Restricted Shares lapse.  The Holder understands that the Holder may elect to be taxed as ordinary income the difference between the purchase price for the Restricted Shares, which shall be $0.00 for the grant of shares hereunder, and the Fair Market Value of the Shares as of the date hereof, at the time the Restricted Shares are received rather than when the restrictions on the Restricted Shares lapse by filing an election under Section 83(b) of the Code with the Internal Revenue Service within 30 days from the date of grant.

Status of Restricted Shares.  The Holder agrees that the Restricted Shares will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable federal or state securities laws. The Holder acknowledges that the Restricted Shares are “restricted securities” within the meaning of Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and that the Restricted Shares, even upon lapse of the Forfeiture Restrictions, will not be eligible for sale in the public market without registration under the Securities Act unless such sale has an available exemption. The Holder further agrees (a) that the certificates representing the Restricted Shares (or, if issued in uncertificated form, the applicable book-entry account) may bear such legend or legends as the Company deems appropriate in order to assure compliance with applicable securities laws, (b) that the Company may refuse to register the transfer of the Restricted Shares on the stock transfer records of the Company if such proposed transfer would, in the opinion of counsel satisfactory to the Company, constitute a violation of any applicable securities law or regulation, this Agreement, or the Plan, (c) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Restricted Shares, and (d) that, if any shares of the capital stock of the Company are offered to the public pursuant to an effective registration statement under the Securities Act (other than registration of securities issued under an employee plan), the Holder will not sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any of the Restricted Shares (whether or not they are then subject to the Forfeiture Restrictions), or any other securities of the Company held by the Holder, not covered by such registration statement from the time of the receipt of a notice from the Company that the Company has filed or imminently intends to file such registration statement to, or within 180 days after, the effective date of such registration statement, unless otherwise agreed to in writing by the Company.