8-K - INBS - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of

the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): March 18, 2026

INTELLIGENT

BIO SOLUTIONS INC.

(Exact name of registrant as specified in its charter)

Delaware	001-39825	82-1512711
(State<br> of<br><br> <br>Incorporation)	(Commission<br><br> <br>File<br> Number)	(IRS<br> employer<br><br> <br>identification<br> no.)

135West, 41st Street, 5th Floor

NewYork, NY 10036

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (646) 790-5756

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications<br> pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant<br> to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications<br> pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title<br> of each class	Trading<br> Symbol(s)	Name<br> of each exchange on which registered
Common Stock, $0.01 par<br> value	INBS	The Nasdaq Stock Market<br> LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers.

On March 18, 2026 (the “Grant Date”), upon the prior approval and recommendation of the Compensation Committee (“Committee”) of the Board of Directors (the “Board”) of Intelligent Bio Solutions Inc. (the “Company”), the Board approved by unanimous written consent all matters approved and recommended by the Committee, including grants of time-vesting restricted shares of the Company’s Common Stock, $0.01 par value per share (“Common Stock”), and performance-vesting restricted shares of Common Stock under the Company’s 2019 Long Term Incentive Plan (the “Plan”), including under a contemporaneously adopted Australian Sub-Plan for certain Australia-based participants, to the Company’s directors, officers and employees. The time-vesting restricted stock awards and performance-vesting restricted stock awards to the Company’s Chief Executive Officer and Chief Financial Officer were approved as follows:

Time-VestingRestricted Stock Awards

●	Harry<br> Simeonidis (Chief Executive Officer): Awarded 9,150 shares under the AUS/UK Employee 2026<br> Restricted Stock Agreement form, vesting on the 48-month anniversary of the Grant Date, subject<br> to continued service through the vesting date.
●	Spiro<br> Sakiris (Chief Financial Officer): Awarded 9,150 shares under the AUS/UK Employee 2026 Restricted<br> Stock Agreement form, vesting on the 48-month anniversary of the Grant Date, subject to continued<br> service through the vesting date.

Performance-VestingRestricted Stock Awards

●	Harry<br> Simeonidis: Awarded 21,350 shares under the AUS/UK Employee 2026 Performance Restricted Stock<br> Agreement form.
●	Spiro<br> Sakiris: Awarded 21,350 shares under the AUS/UK Employee 2026 Performance Restricted Stock<br> Agreement form.

VestingTerms

●	30%<br> of the performance-vesting shares vest on the later of (i) the date certified by the Committee<br> as the date on which a specified clinical trial milestone has been achieved, and (ii) the<br> one-year anniversary of the Grant Date, subject to continued service through the vesting<br> date.
●	40%<br> of the performance-vesting shares vest on the later of (i) the date of completion of a specified<br> regulatory submission to the FDA, and (ii) the one-year anniversary of the Grant Date, subject<br> to continued service through the vesting date.
●	30%<br> of the performance-vesting shares vest on the later of (i) the date certified by the Committee<br> as the date on which a specified commercial supply and sales milestone has been achieved,<br> and (ii) the one-year anniversary of the Grant Date, subject to continued service through<br> the vesting date.
●	Any<br> performance conditions not achieved by the tenth anniversary of the Grant Date result in<br> the forfeiture of the related shares.

Additionalterms for Time-Vesting and Performance-Vesting Restricted Stock Awards

●	The<br> awards were granted under the Plan and are subject to the applicable award agreements (AUS/UK<br> forms for Australia/UK participants; U.S. employee or U.S. director forms for U.S. participants).<br> For Australian participants, additional post-vesting sale restrictions apply under the Australian<br> Sub-Plan.
●	Holders<br> of the awarded shares are entitled to all of the rights of a stockholder of the Company with<br> respect to any of the awarded shares, when issued, including, but not limited to, the right<br> to receive dividends declared and payable since the Grant Date. Any dividends declared on<br> unvested shares will be accumulated by the Company (without interest) and paid out in cash<br> to the holder once the underlying shares vest. If any of the awarded shares are forfeited<br> before vesting, any accumulated or unpaid dividends related to those shares will also be<br> forfeited and not paid to the holder.
●	Awards<br> are subject to the Company’s clawback policy and applicable tax withholding.

●

The awards were granted under the Plan and are subject to the applicable award agreements (AUS/UK forms for Australia/UK participants; U.S. employee or U.S. director forms for U.S. participants). For Australian participants, additional post-vesting sale restrictions apply under the Australian Sub-Plan.

●

Holders of the awarded shares are entitled to all of the rights of a stockholder of the Company with respect to any of the awarded shares, when issued, including, but not limited to, the right to receive dividends declared and payable since the Grant Date. Any dividends declared on unvested shares will be accumulated by the Company (without interest) and paid out in cash to the holder once the underlying shares vest. If any of the awarded shares are forfeited before vesting, any accumulated or unpaid dividends related to those shares will also be forfeited and not paid to the holder.

●

Awards are subject to the Company’s clawback policy and applicable tax withholding.

AwardAgreements

In connection with these grants, the Committee also adopted new forms of award agreements (the “Award Agreements”) to facilitate the administration of the Plan in multiple jurisdictions. These Award Agreements include: the AUS/UK Employee 2026 Restricted Stock Award Agreement form and AUS/UK Employee 2026 Performance Restricted Stock Award Agreement form for employees residing or providing services in Australia or the United Kingdom; the AUS/UK Director 2026 Restricted Stock Award Agreement form for directors residing or providing services in Australia or the United Kingdom; the U.S. Employee 2026 Restricted Stock Award Agreement form and U.S. Employee 2026 Performance Restricted Stock Award Agreement form for U.S.-based employees; and the U.S. Director 2026 Restricted Stock Award Agreement form for U.S.-based directors, copies of which are attached to this Current Report on Form 8-K as Exhibits 10.2, 10.3, 10.4, 10.5, 10.6 and 10.7, respectively.

Each form sets forth the applicable terms and conditions for the awards, including vesting schedules, transfer restrictions, and other provisions required to comply with local laws and regulations. The foregoing summary is qualified in its entirety by reference to the full text of the Plan, the Australian Sub-Plan (which is attached to this Current Report on Form 8-K as Exhibit 10.1), and the applicable forms of Award Agreements, all of which are incorporated by reference.

Awards to Directors

The information related to awards to directors set forth in Item 8.01 of this Current Report on Form 8-K under the heading “Awards to Directors” is incorporated by reference into this Item 5.02.

Item8.01 Other Events

Awards to Directors

On the Grant Date, the Committee also approved time-vesting restricted stock awards to non-employee directors, with an aggregate of 20,000 shares granted under the Plan pursuant to the applicable U.S. Director 2026 Restricted Stock Award Agreement form and AUS/UK Director 2026 Restricted Stock Award Agreement form, vesting on the 12-month anniversary of the Grant Date, subject to each director’s continued service on the Board through the vesting date; all such awards are subject to the terms of the Plan and the applicable award agreements.

Awardsto Non-Executive Employees

On the Grant Date, the Committee also approved time-vesting restricted stock awards to non-executive employees, with an aggregate of 10,500 shares granted under the Plan pursuant to the AUS/UK Employee 2026 Restricted Stock Award Agreement form, vesting on the 48-month anniversary of the Grant Date, subject to each employee’s continued employment through the vesting date, and performance-vesting restricted stock awards to non-executive employees, with an aggregate of 24,500 shares granted under the Plan pursuant to the AUS/UK Employee 2026 Performance Restricted Stock Award Agreement form, with vesting subject to both continued service and the achievement of specified performance goals described above; all such awards are subject to the terms of the Plan and the applicable award agreements.

SharesOutstanding Update

Following the issuance of Common Stock in connection with the above-described awards to the Company’s directors, officers and employees, and the exercise of previously issued outstanding warrants to purchase Common Stock, the total number of outstanding shares of the Company’s Common Stock as of the close of business on March 23, 2026, was 2,001,173 shares.

ATMOffering Update

As previously reported, on September 18, 2024, Intelligent Bio Solutions Inc. (the “Company”), entered into an At The Market Offering Agreement (the “ATM Agreement”) with Ladenburg Thalmann & Co. Inc. (“Ladenburg”). Pursuant to the terms of the ATM Agreement, the Company may sell from time to time through Ladenburg, as sales agent and/or principal, up to the lesser of such number of shares (the “Shares”) of the Company’s Common Stock that does not exceed (a) the number or dollar amount of shares of Common Stock registered on the Company’s Registration Statement (defined below), pursuant to which the offering is being made, (b) the number of authorized but unissued shares of Common Stock (less the number of shares of Common Stock issuable upon exercise, conversion or exchange of any outstanding securities of the Company or otherwise reserved from the Company’s authorized capital stock), or (c) the number or dollar amount of shares of Common Stock that would cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form S-3, including, if applicable, General Instruction I.B.6 of Form S-3. On September 18, 2025, the Company filed the 2025 ATM Supplement (defined below) in connection with the offer and sale of up to $1,211,174 of Shares. The Shares offered, issued, and sold under the 2025 ATM Supplement are included in the $100,000,000 of securities that may be offered, issued, and sold by the Company under the Base Prospectus.

As of March 23, 2026, the Company had 2,001,173 shares of Common Stock outstanding, and, as of such date, shares of Common Stock having an aggregate gross sales price of up to $3,966,316 were available (the “Additional Shares”) for offer and sale pursuant to the Registration Statement and the ATM Agreement. On March 23, 2026, the Company filed a second prospectus supplement to the Base Prospectus (the “2026 ATM Supplement”) in connection with the offer, issuance, and sale of these Additional Shares.

Any sale of Shares pursuant to the ATM Agreement will be made under the Company’s effective “shelf” registration statement (the “Registration Statement”) on Form S-3 (File No. 333-286489), which became effective on September 10, 2025, and the included base prospectus (the “Base Prospectus”), and under the related prospectus supplement (the “2025 ATM Supplement”) filed with the Securities and Exchange Commission (the “SEC”) dated September 18, 2025, and supplemented by the 2026 ATM Supplement filed with the SEC on March 23, 2026. The $3,966,316 of Additional Shares that may be offered, issued, and sold under the 2026 ATM Supplement, is included in the $100,000,000 of securities that may be offered, issued, and sold by the Company under the Base Prospectus.

Item9.01 Financial Statements and Exhibits.

No.	Description
1.1	At The Market Offering Agreement, dated September 18, 2024, by and between Intelligent Bio Solutions Inc. and Ladenburg Thalmann & Co. Inc. (incorporated by reference to Exhibit 1.1 of the Form 8-K filed September 18, 2024)
5.1	Opinion of ArentFox Schiff LLP
10.1	2019 Long Term Incentive Plan Australian Sub-Plan
10.2	Form of AUS/UK Employee 2026 Restricted Stock Award Agreement
10.3	Form of AUS/UK Employee 2026 Performance Restricted Stock Award Agreement
10.4	Form of AUS/UK Director 2026 Restricted Stock Award Agreement
10.5	Form of U.S. Employee 2026 Restricted Stock Award Agreement
10.6	Form of U.S. Employee 2026 Performance Restricted Stock Award Agreement
10.7	Form of U.S. Director 2026 Restricted Stock Award Agreement
23.1	Consent of ArentFox Schiff LLP (included in Exhibit 5.1)
104	Cover Page Interactive Data<br> File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 23, 2026
	INTELLIGENT BIO SOLUTIONS INC.
	By:	/s/ Spiro Sakiris
	Name:	Spiro Sakiris
	Title:	Chief Financial Officer

Exhibit5.1

ArentFox<br> Schiff LLP<br><br> <br>1717<br> K Street, NW<br><br> <br>Washington,<br> DC 20006
202.857.6000<br> main
202.857.6395<br> fax
afslaw.com

March 23, 2026

Intelligent Bio Solutions Inc.

135 West, 41^st^ Street, 5^th^ Floor

New York, NY 10036

Ladies and Gentlemen:

We have acted as counsel to Intelligent Bio Solutions Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-3, Registration No. 333-286489 (as amended, the “Registration Statement”), filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement, which was declared effective on September 10, 2025, relates to the issuance and sale from time to time, pursuant to Rule 415 of the rules and regulations promulgated under the Securities Act, of, among other securities, shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”). We have also acted as counsel to the Company in connection with the issuance, offer and sale from time to time of up to an aggregate of $7,703,258 of Common Stock (the “Shares”), pursuant to the At The Market Offering Agreement, dated September 18, 2024, by and between the Company and Ladenburg Thalmann & Co. Inc., as sales agent (the “ATM Agreement”).

This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulations S-K under the Securities Act.

In connection with our opinion, we have examined the Registration Statement, including the exhibits thereto, the ATM Agreement, and such other documents, corporate records and instruments, and have examined such laws and regulations, as we have deemed necessary for the purposes of this opinion. In making our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity with the originals of all documents submitted to us as copies and the legal capacity of all natural persons. As to matters of fact material to our opinions in this letter, we have relied on certificates and statements from officers and other employees of the Company, public officials and other appropriate persons.

For purposes of the opinion set forth below, we have assumed that the Shares are issued for a price per share equal to or greater than the minimum price authorized by the Company’s board of directors prior to the date hereof, and that in the future the Company does not issue shares of Common Stock, or reduce the total number of shares of Common Stock that the Company is authorized to issue under its certificate of incorporation, such that the number of authorized but unissued shares of Common Stock under the Company’s certificate of incorporation is less than the number of unissued Shares that may be issued for such minimum price.

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Based on the foregoing and subject to the qualifications set forth below, we are of the opinion that the Shares have been duly authorized and reserved for issuance and, when issued by the Company and delivered by the Company against payment therefor as contemplated by the ATM Agreement and a Sales Notice or Terms Agreement (each as defined in the ATM Agreement), will be legally issued, fully paid and non-assessable.

The foregoing opinions are limited to Delaware General Corporation Law and we express no opinion as to the laws of any other jurisdiction.

The opinions expressed in this opinion letter are as of the date of this opinion letter only and as to laws covered hereby only as they are in effect on that date, and we assume no obligation to update or supplement such opinion to reflect any facts or circumstances that may come to our attention after that date or any changes in law that may occur or become effective after that date. The opinions herein are limited to the matters expressly set forth in this opinion letter, and no opinion or representation is given or may be inferred beyond the opinions expressly set forth in this opinion letter.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Current Report on Form 8-K of the Company filed March 23, 2026, and to the reference to us under the caption “Legal Matters” in the prospectus supplement with respect to the Shares and under the caption “Legal Matters” in the prospectus contained in the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ ArentFox Schiff, LLP

ArentFox Schiff, LLP

Exhibit 10.1

INTELLIGENTBIO SOLUTIONS INC.

2019Long Term Incentive Plan

AUSTRALIANSUB-PLAN

Pursuant to Section 12.20 of the Intelligent Bio Solutions 2019 Long Term Incentive Plan as Amended and Restated from time to time (the “Plan”), the Committee has the authority to establish sub-plans under the Plan for purposes of satisfying the laws of jurisdictions that the Company intends to grant awards.

This Australian sub-plan (the “Australian Sub-Plan”) has been authorized by the Committee to ensure that the operation of the Plan, in respect of participants resident in Australia, complies with the requirements of Subdivision 83A-C of the Income TaxAssessment Act 1997 (Cth) (“ITAA 1997”), and to enable those participants to access the Australian tax deferral concessions available under Division 83A of the ITAA 1997, where the relevant conditions are satisfied. This Australian Sub-Plan shall be deemed a part of the Plan and in the event of a conflict, whether explicit or implied, between the provisions of the Plan and the Australian Sub-Plan, the Australian Sub-Plan shall govern and prevail.

1)	General.
a)	This<br> Australian Sub-Plan applies to awards made to officers and directors who are covered by the<br> Australian jurisdiction including relevant Australian Income Tax Jurisdiction.
---	---
b)	The<br> Plan and future amendments thereto will continue to apply to Australian officers and directors<br> with additional clauses as per the Australian Sub-Plan.
2)	Application.<br> This Australian Sub-Plan applies to the following securities granted to participants in the<br> Plan subject to this Australian Sub-Plan:
---	---
a)	Restricted Securities. Securities with a “restrictive” legend indicating that the securities<br> may not be resold in the marketplace unless they are registered with the SEC or are exempt<br> from the registration requirements; and
---	---
b)	Control Securities. Those securities held by an affiliate of the issuing company. An “affiliate”<br> is a person, such as an executive officer, a director or large shareholder, in a relationship<br> of control with the issuer. Control means the power to direct the management and policies<br> of the company in question, whether through the ownership of voting securities, by contract,<br> or otherwise.
3)	Incorporation of Terms of Award Agreements. For the avoidance of doubt, any terms in an award agreement<br> granting Restricted Securities and/or Control Securities, including, but not limited to any<br> terms regarding limitations on transfer, vesting, lapse of restrictions, forfeiture, and<br> treatment of the shares upon termination of employment or service with the Company are hereby<br> expressly incorporated by reference into this Australian Sub-Plan and shall apply in addition<br> to, not in lieu of, the restrictions applicable to Restricted Securities and Control Securities<br> subject to this Australian Sub-Plan.
---	---

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| --- | | 4) | Restrictions on Sale of Securities. In addition to the restrictions set forth in the Plan and applicable award agreement, the following restrictions apply to Restricted Securities and Control Securities subject to this Australian Sub-Plan: | | --- | --- | | a) | Initial Restriction Period. While the Company is a reporting company subject to the reporting rules of Securities Exchange Act of 1934, the securities are restricted from sale as follows: | | --- | --- | | i) | Tranche 1. 40% of the applicable securities with respect to a single award under the Plan subject to this Australian Sub-Plan (“Tranche 1”) will remain subject to a restriction on sale or transfer until the 6-month anniversary of the date that the securities vest in accordance with the terms of the applicable award agreement the (the “Vesting Date”), at which time the sale and transfer restrictions with respect to Tranche 1 will lapse. | | --- | --- | | ii) | Tranche 2. 30% of the applicable securities with respect to the applicable award under the Plan subject to this Australian Sub-Plan (“Tranche 2”) will remain subject to a restriction on sale and transfer until the 7-month anniversary of the Vesting Date, at which time the sale and transfer restrictions with respect to Tranche 2 will lapse. | | iii) | Tranche 3. The remaining 30% of the applicable securities with respect to a single award under the Plan subject to this Australian Sub-Plan (“Tranche 3”) will remain subject to a restriction on sale and transfer until the 8-month anniversary of the Vesting Date, at which time the sale and transfer restrictions with respect to Tranche 3 will lapse. | | b) | Restrictions Upon Conversion to Non-Reporting Company. If the Company is a reporting company subject to the reporting rules becomes a non-reporting company under the Securities Exchange Act of 1934, all Tranches are restricted from sale and transfer for 12 months from the Vesting Date. | | --- | --- | | c) | Restrictions Upon Ceasing to be a Director or Officer: If a Participant who is a director or officer of the Company (each, a “Covered Participant”) ceases to hold such office or position for any reason whatsoever (including, without limitation, resignation, retirement, termination with or without cause, death or disability), any restrictions imposed under this Sub-Plan shall automatically lapse and cease to apply in full from the date that is three (3) calendar months following the Cessation Date. Cessation Date means the date on which the Covered Participant last holds office as a director or officer of the Company |

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Exhibit 10.2

INTELLIGENT BIO SOLUTIONS INC.

2019 LONG TERM INCENTIVE PLAN

2026 RESTRICTED STOCK AWARD AGREEMENT

The employee identified below (the “Employee”) has been selected to participate in the Intelligent Bio Solutions, Inc. 2019 Long Term Incentive Plan (the “Plan”), and has been granted a Restricted Stock Award (“Award”) as outlined below:

Employee:
Grant Date:
Number of Shares Subject to Award:
Date of End of Restriction Period:	Number of Award Shares Vesting
---	---
The<br> 48-month anniversary of the Grant Date	[Number<br> of Shares Vesting]

This Agreement, effective as of the Grant Date set forth above, is between Intelligent Bio Solutions, Inc. (the “Company”), and the Employee. The parties hereto agree as follows:

The Plan (including any applicable sub-plans incorporated thereunder) provides a complete description of the terms and conditions governing the Award. If there is any inconsistency between the terms of this Agreement and the terms of the Plan, the Plan’s terms shall govern. All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein. A copy of the Plan is attached hereto and the terms of the Plan are hereby incorporated by reference.

1. Grant of Restricted Stock. Subject to the provisions set forth herein and the terms and conditions of the Plan, and in consideration of the agreements of the Employee herein provided, the Company hereby grants to the Employee the number of Shares set forth above. The Employee acknowledges and agrees that the par value of the Shares issuable pursuant to this Agreement shall be deemed fully paid and satisfied by the Employee’s past services rendered to the Company prior to the date of this Agreement.

2. Acceptance by Employee. The receipt of the Award is conditioned upon the acceptance of this Agreement by the Employee.

3. Shares. The Company may issue stock certificates or evidence the Employee’s interest by using a restricted book entry account with the Company’s transfer agent. Physical possession or custody of any stock certificates that are issued shall be retained by the Company until such time as the restrictions lapse in accordance with Sections 5 through 7 below.

4. Limitations on Transfer.

(a) None of the Shares subject to the Award (“Award Shares”) shall be sold, assigned, pledged or otherwise transferred, voluntarily or involuntarily, by the Employee (or his estate or personal representative, as the case may be), until such restrictions lapse in accordance with Sections 5 through 7 below.

(b) In addition to restrictions set forth in Section 4(a), any sale, transfer or other disposition of the Shares shall be subject to compliance with the Company’s Insider Trading Policy. The Policy requires that any transaction in Company Common Stock receive pre-clearance approval by the Company’s designated Compliance Officer.

(c) To the extent applicable to the Employee, the Award Shares may also remain subject to additional transfer restrictions set forth in the Plan beyond the date that the restrictions in Section 4(a) lapse.

5. Lapse of Restrictions. The restrictions set forth in Section 4(a) above shall lapse with respect to a number of the Award Shares on the last day of the applicable Restriction Period as set forth above, subject to the Employee remaining in employment or service of the Company or a subsidiary or affiliate thereof through the applicable date.

6. Death or Disability. To the extent the restrictions set forth in Section 4(a) above have not lapsed in accordance with Section 5 above, in the event that the Employee’s employment or service with the Company and all subsidiaries and affiliates terminates due to the Employee’s death or Disability, such restrictions shall lapse with respect to a number of Award Shares determined by multiplying the number of Award Shares by a fraction, the numerator of which is the number of full months that have elapsed from the Grant Date to the termination of employment and the denominator of which is the number of full months in the Restriction Period. Except as otherwise determined by the Committee, Award Shares with respect to which restrictions do not lapse on the Employee’s death or Disability shall be forfeited to the Company automatically for no consideration.

7. Retirement. To the extent the restrictions set forth in Section 4(a) above have not lapsed in accordance with Section 5 above, in the event that (i) the Employee voluntarily retires from employment and service with the Company and its subsidiaries and affiliates (the date of such retirement the “Retirement Date”), (ii) the Employee’s age plus full years of service with the Company and its subsidiaries and affiliates as of the Retirement Date is equal to 70 or more, and (iii) the Company has not terminated the Employee’s employment for Cause and no such reason to terminate for Cause exists as of the Retirement Date, the restrictions shall lapse with respect to 100% of the unvested Award Shares on the Retirement Date. For purposes of this Agreement, “Cause” shall mean, any of the following with respect to the Employee: (i) a conviction of, or plea of guilty or nolo contendere to, a felony or a crime involving moral turpitude; (ii) an act of fraud, embezzlement, or theft in connection with the Employee’s duties in the course of their employment or service with the Company; (iii) repeated failure to perform assigned duties in a manner consistent with the Company’s expectations after receiving written notice of such failure and a reasonable opportunity to cure such failure; or (iv) any material violation of Company policies which is detrimental to the Company.

8. Forfeiture. Except as provided in Section 6 and 7 and unless otherwise determined by the Committee, the Award Shares shall be automatically forfeited to the Company for no consideration upon the Employee’s termination of employment with the Company and all subsidiaries and affiliates for any reason other than the Employee’s death or Disability (as described in Section 6 above) or retirement (as described in Section 7 above) that occurs prior to the date the restrictions lapse as provided in Section 5 above. The foregoing provisions of this Section 8 shall be subject to the provisions of any written employment or severance agreement that has been or may be executed by the Employee and the Company, and the provisions in such employment or severance agreement concerning the lapse of restrictions of an Award shall supersede any inconsistent or contrary provision of this Section 8.

9. Rights as Stockholder. As the holder of the Award Shares, the Employee is entitled to all of the rights of a stockholder of the Company with respect to any of the Award Shares, when issued, including, but not limited to, the right to receive dividends declared and payable since the Grant Date; provided, however, that such dividends shall be accumulated and held by the Company until the restrictions with respect to the underlying Award Shares lapse as described in Section 5, or if earlier, as described in Section 6 or Section 7, at which time such accumulated dividends shall be paid to the Employee in cash. Any accumulated or unpaid dividends relating to Award Shares that are forfeited shall also be forfeited.

10. Tax Obligations. To the extent not paid by the Company, the Employee shall be responsible for all tax obligations arising in connection with his Award and has been advised to consult a tax or financial advisor with respect to such obligations. The Company has the authority to make all applicable tax withholdings and deductions necessary to satisfy applicable law as the Company determines in its sole discretion. THE COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS WHATSOEVER TO THE EMPLOYEE REGARDING THE TAX CONSEQUENCES OF THE GRANT OF THE AWARD SHARES SUBJECT TO THIS AGREEMENT.

11. No Guarantee of Employment. Nothing in this Agreement shall confer on the Employee any right to be or to continue in the employ of the Company or shall interfere in any way with the right of the Company to terminate the employment of the Employee at any time for any reason or no reason.

12. Committee Determinations. The Committee shall have full discretionary authority to make all determinations concerning the rights to benefits under the Plan and this Agreement. All determinations and interpretations made by the Committee shall be final, binding and conclusive on all parties, including the Company, its stockholders, the Employee, and the Employee’s beneficiaries and estate.

13. Defined Terms. Capitalized terms used in this Agreement and not otherwise defined shall be as defined in the Plan.

14. Legend. The Company may, in its discretion, place a legend or legends on any electronic shares or certificates representing Award Shares issued to the Employee that the Company believes is required to comply with any law or regulation.

15. Choice of Law. To the extent not superseded by federal law, the laws of the state of Delaware (without regard to the conflicts laws of Delaware) shall control in all matters relating to this Agreement.

16. Counterparts. This Agreement may be executed electronically and delivered by electronic means, including via electronic mail or any other electronic means complying with the U.S. federal ESIGN Act of 2000, as amended (e.g., www.DocuSign.com) or by any other reasonable transmission method and any copy of this Agreement so executed or delivered, in one or more counterparts, and by the different parties in separate counterparts, shall be deemed to be an original but all of which taken together shall constitute one and the same instrument, and shall be deemed to have been duly and validly delivered and to be valid and effective for all purposes.

17. Recoupment. Notwithstanding any other provisions of this Agreement, the Company shall have the right to seek recoupment of all or any portion of the Award (including by forfeiture of any outstanding Award Shares or by the Employee’s remittance to the Company of Award Shares pursuant to which the restrictions previously lapsed or of a cash payment equal to Award Shares pursuant to which the restrictions previously lapsed) in accordance with and pursuant to any Company recoupment policy in effect from time to time. The value with respect to which such recoupment is sought shall be determined by the Company in its sole discretion. The Company shall be entitled, as permitted by applicable law, to deduct the amount of such payment from any amounts the Company may owe to the Employee.

18. Country-Specific Appendix. Notwithstanding any provisions in this Award Agreement or the Plan, this Award shall be subject to such special terms and conditions set forth in Appendix A attached hereto, which shall be considered part of this Agreement.

Intelligent Bio Solutions Inc.
By:	Dated:
Name:
Title:
Agreed and Accepted:
---	---
By:	Dated:
Print Name:
---

APPENDIXA

INTELLIGENTBIO SOLUTIONS INC. 2019 LONG TERM INCENTIVE PLAN

Appendixto Restricted Stock Agreement

Termsand Conditions

This Appendix includes additional terms and conditions that govern the Award granted to the Employee under the Plan if the Employee resides and/or works outside of the United States. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan and/or the Restricted Stock Agreement (the “Agreement”) to which this Appendix is attached.

If the Employee is a citizen or resident of a country other than the one in which the Employee is currently working and/or residing, transfer to another country after the Grant Date, or is considered a resident of another country for local law purposes, the Company shall, in its discretion, determine the extent to which the terms and conditions contained herein shall be applicable to the Employee.

Notifications

This Appendix also includes information regarding securities, exchange controls, tax, and certain other issues of which the Employee should be aware with respect to participation in the Plan. The information is provided solely for the Employee’s convenience and is based on the securities, exchange control, tax, and other laws in effect in the respective countries. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Employee not rely on the information noted herein as the only source of information relating to the consequences of the Employee’s participation in the Plan because the information may be out of date by the time the Employee vests in the Award or sells any Shares

In addition, the information contained in this Appendix is general in nature and may not apply to the Employee’s particular situation, and the Company is not in a position to assure the Employee of any particular result. Accordingly, the Employee is hereby advised to seek appropriate professional advice as to how the applicable laws in the Employee’s country may apply to the Employee’s situation.

Finally, if the Employee is a citizen or resident of a country other than the one in which the Employee is currently residing and/or working, transfers to another country after the Grant Date, or is considered a resident of another country for local law purposes, the notifications contained herein may not be applicable to the Employee in the same manner.

TERMSAND CONDITIONS APPLICABLE TO NON-U.S. EMPLOYEES

In accepting this Award, the Employee acknowledges, understands and agrees to the following:

1.Data Privacy Information. The Company is located at 135 West, 41st Street, 5th Floor, New York, New York 10036, and grants Awards to employees of the Company and its subsidiaries, at the Company’s sole discretion. To participate in the Plan, the Employee must review the following information about the Company’s data processing practices.

DataCollection and Usage. The Employee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Employee’s personal data as described in the Agreement by and among, as applicable, the Company and its subsidiaries for the exclusive purpose of implementing, administering and managing the Employee’s participation in the Plan.

DataProcessing. The Employee understands that the Company holds certain personal information about the Employee, including, without limitation, the Employee’s name, home address, email address and telephone number, date of birth, social insurance number, passport or other identification number, salary, nationality and citizenship, job title, any Shares or directorships held in the Company, details of all Awards or other entitlements to Shares, granted, canceled, exercised, vested, unvested or outstanding in the Employee’s favor (“Data”), for the purpose of implementing, administering and managing the Plan.

StockPlan Administration, Data Transfer, Retention and Data Subject Rights.** The Employee understands that the Data may be transferred to third parties, which are assisting the Company with the implementation, administration and management of the Plan. The Employee understands that the recipients of the Data may be located in the Employee’s country of work and/or residence, or elsewhere, and that any recipient’s country may have different data privacy laws and protections than the Employee’s country of work and/or residence. The Employee may request a list with the names and addresses of any potential recipients of the Data by contacting the Employee’s local human resources representative. The Employee authorizes the Company and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purpose of implementing, administering and managing the Employee’s participation in the Plan. The Employee understands that Data will be held only as long as is necessary to implement, administer and manage the Employee’s participation in the Plan. The Employee understands that the Employee may, at any time, view the Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Employee’s local human resources representative. Further, the Employee understands that the Employee is providing the consents herein on a purely voluntary basis. If the Employee does not consent, or if the Employee later seeks to revoke their consent, the Employee’s employment will not be affected; the only consequence of refusing or withdrawing the Employee’s consent is that the Company would not be able to grant the Employee the Award or other equity awards or administer or maintain such awards. Therefore, the Employee’s understand that refusal or withdrawal of consent may affect the Employee’s ability to participate in the Plan. For more information on the consequences of the Employee’s refusal to consent or withdrawal of consent, the Employee understands that the Employee may contact the Employee’s local human resources representative.

2.Insider Trading Restrictions/Market Abuse Laws. The Employee acknowledges that, depending on the Employee’s country, the Employee may be subject to insider trading restrictions and/or market abuse laws in applicable jurisdictions, which may affect the Employee’s ability to directly or indirectly, accept, acquire, sell or attempt to sell or otherwise dispose of Shares or rights to Shares, or rights linked to the value of Shares during such times as the Employee is considered to have “inside information” regarding the Company (as defined by applicable laws). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders placed by the Employee before possessing the inside information. Furthermore, the Employee may be prohibited from (i) disclosing inside information to any third party, including fellow employees (other than on a “need to know” basis) and (ii) “tipping” third parties or causing them to otherwise buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Employee acknowledges that it is the Employee’s responsibility to comply with any applicable restrictions, and the Employee should speak to their personal advisor on this matter.

3.Language. The Employee acknowledges that the Employee is sufficiently proficient in English, or has consulted with an advisor who is sufficiently proficient in English, so as to allow the Employee to understand the terms and conditions of this Agreement. Furthermore, if the Employee has received this Agreement, or any other document related to the Award and/or the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control, unless otherwise required by applicable laws.

4.Foreign Asset/Account Tax Reporting Requirements. The Employee acknowledges that there may be certain foreign asset and/or account, exchange control and/or tax reporting requirements which may affect the Employee’s ability to acquire or hold Shares acquired under the Plan or cash received from participating in the Plan (including any proceeds arising from the sale of Shares or the payment of any cash dividends on the Shares) in a bank or brokerage account outside the Employee’s country. Applicable laws may require that the Employee report such accounts, assets, the balances therein, the value thereof and/or the transactions related thereto to the applicable authorities in such country. The Employee also may be required to repatriate sale proceeds or other funds received as a result of participating in the Plan to the Employee’s country through a designated bank or broker within a certain time after receipt. It is the Employee’s responsibility to be compliant with such regulations and the Employee should speak with the Employee’s personal advisor on this matter.

5.Additional Acknowledgments and Agreements. In accepting this Award, the Employee also acknowledges, understands and agrees that:

(a) the Plan is established voluntarily by the Company, (and voluntarily participated in by Employee) it is discretionary in nature, and may be amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;

(b) the Award grant and the Employee’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company or a subsidiary of the Company, and shall not interfere with the ability of the Company or a Company subsidiary, as applicable, to terminate the Employee’s employment or service relationship at any time;

(c) the Award and any Shares acquired under the Plan, and the income from and value of same, are not intended to replace any pension rights or compensation;

(d) the Award and the income from and value of same, are an extraordinary item of compensation outside the scope of the Employee’s employment or service contract, if any, and is not to be considered part of the Employee’s normal or expected compensation for any purpose, including but not limited to calculating severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, holiday pay, pension or retirement or welfare benefits or similar payments;

(e) the future value of the Shares underlying the Award is unknown, indeterminable, and cannot be predicted with certainty;

(f) neither the Company, nor any Company subsidiary shall be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States Dollar that may affect the value of the Award or the subsequent sale of any Shares underlying the Award.

ThisAppendix also includes the following additional terms and conditions that govern the Award granted to Employee under the Plan if theEmployee works or resides in one of the countries listed below:

AUSTRALIA

Termsand Conditions

SecuritiesLaw Notice. This offer of the Award Shares is being made under Division 1A, Part 7.12 of the Australian Corporations Act 2001(Cth).

TaxInformation. Subdivision 83A-C of the Income Tax Assessment Act, 1997, applies to Awards granted under the Plan, such that the Award is intended to be subject to deferred taxation.

ExchangeControl Notification. Exchange control reporting is required for cash transactions exceeding AUD 10,000 and international fund transfers. If there is an Australian bank assisting with the transaction, the Australian bank will file the report for the Employee. If there is no Australian bank involved in the transaction, the Employee must file the report.

UNITEDKINGDOM

Termsand Conditions

TaxResponsibility and Satisfaction. The following provision supplements Section 10 of the Agreement:

Income tax and national insurance contributions may arise on grant of or vesting (or any other dealing in) the Award, and the Employee agrees as a condition of exercise of the grant and/or vesting of the Award to satisfy any such tax liability, including the Employee’s primary Class 1 and the Company or applicable Company Subsidiary’s secondary Class 1 national insurance contributions (“NICs”) arising on grant and/or vesting of the Award for which the Company or applicable Company subsidiary is required to account to HM Revenue and Customs (“HMRC”). It is a condition of the grant of or vesting of the Award that, if required by the Company or any Company subsidiary, the Employee enter into such arrangements as the Company or applicable Company subsidiary may require for satisfaction of such tax liabilities. The Employee acknowledges that the Employee may be required as a condition of grant and vesting of the Award to enter into a joint election whereby the Company or applicable Company subsidiary’s liability for NICs is transferred to the Employee on terms set out in the election and approved by HMRC.

Without limitation to the Agreement, the Employee agrees that he or she is responsible for all tax liabilities with respect to the Award or relating to the Award or the Shares underlying thereof and hereby covenant to pay all such tax liabilities, as and when requested by the Company or by a Company subsidiary or by HMRC (or any other tax authority or any other relevant authority). The Employee also agrees to indemnify and keep indemnified the Company and its subsidiaries against any tax liability they are required to pay or withhold or have paid or will pay to HMRC (or any other tax authority or any other relevant authority) on the Employee’s behalf.

Notwithstanding the foregoing, if the Employee is a director or executive officer (within the meaning of Section 13(k) of the Exchange Act), the Employee understands that he or she may not be able to indemnify the Company for the amount of any withholding obligation for tax liability not collected from or paid by the Employee, in case the indemnification could be considered to be a loan. In this case, taxes not collected or paid may constitute a benefit to the Employee on which additional income tax and NICs may be payable. The Employee understands that the Employee will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying to the Company and/or applicable Company subsidiary (as appropriate) the amount of any employee NICs due on this additional benefit, which may also be obtained from the Employee by any of the means referred to the Agreement and the Plan.

Exhibit 10.3

INTELLIGENT BIO SOLUTIONS INC.

2019 LONG TERM INCENTIVE PLAN

2026 PERFORMANCE RESTRICTED STOCK AWARD AGREEMENT

Employee:
Grant Date:
Number of Shares Subject to Award:

This Agreement, effective as of the Grant Date set forth above, is between Intelligent Bio Solutions, Inc. (the “Company”), and the Employee. The parties hereto agree as follows:

2. Acceptance by Employee. The receipt of the Award is conditioned upon the acceptance of this Agreement by the Employee.

4. Limitations on Transfer.

5. Lapse of Restrictions. The restrictions set forth in Section 4(a) above shall lapse with respect to the Award Shares at the time the performance and service vesting conditions set forth in attached Exhibit A are satisfied, subject to the Employee remaining in employment or service of the Company or a subsidiary or affiliate thereof through the applicable date.

6. Death or Disability. To the extent the restrictions set forth in Section 4(a) above have not lapsed in accordance with Section 5 above, in the event that the Employee’s employment or service with the Company and all subsidiaries and affiliates terminates due to the Employee’s death or Disability such restrictions shall lapse with respect to a number of Award Shares determined by multiplying the number of Award Shares by a fraction, the numerator of which is the number of full months that have elapsed from the Grant Date to the termination of employment and the denominator of which is the number of full months in the Restriction Period. Except as otherwise determined by the Committee, Award Shares with respect to which restrictions do not lapse on the Employee’s death or disability shall be forfeited to the Company automatically for no consideration.

8. Forfeiture. Except as provided in Sections 6 and 7 and unless otherwise determined by the Committee, the Award Shares shall be automatically forfeited to the Company for no consideration upon the Employee’s termination of employment with the Company and all subsidiaries and affiliates for any reason other than the Employee’s death or disability (as described in Section 6 above) or retirement (as described in Section 7 above) that occurs prior to the date the restrictions lapse as provided in Section 5 above. Furthermore, to the extent that any performance conditions set forth in Exhibit A are not satisfied prior to the tenth anniversary of the Grant Date, the applicable Award Shares with respect to which the performance conditions have not been satisfied shall be forfeited for no consideration. The foregoing provisions of this Section 8 shall be subject to the provisions of any written employment or severance agreement that has been or may be executed by the Employee and the Company, and the provisions in such employment or severance agreement concerning the lapse of restrictions of an Award shall supersede any inconsistent or contrary provision of this Section 8.

9. Rights as Stockholder. As the holder of the Award Shares, the Employee is entitled to all of the rights of a stockholder of the Company with respect to any of the Award Shares, when issued, including, but not limited to, the right to receive dividends declared and payable since the Grant Date; provided, however, that such dividends shall be accumulated and held by the Company (without interest) until the restrictions with respect to the underlying Award Shares lapse as described in Section 5, or if earlier, as described in Section 6 or Section 7, at which time such accumulated dividends shall be paid to the Employee in cash. Any accumulated or unpaid dividends relating to Award Shares that are forfeited shall also be forfeited.

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10. Tax Obligations. To the extent not paid by the Company, the Employee shall be responsible for all tax obligations arising in connection with his Award and has been advised to consult a tax or financial advisor with respect to such obligations. The Company has the authority to make all applicable tax withholdings and deductions necessary to satisfy applicable law. THE COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS WHATSOEVER TO THE EMPLOYEE REGARDING THE TAX CONSEQUENCES OF THE GRANT OF THE AWARD SHARES SUBJECT TO THIS AGREEMENT.

13. Defined Terms. Capitalized terms used in this Agreement and not otherwise defined shall be as defined in the Plan.

17. Recoupment. Notwithstanding any other provisions of this Agreement, the Company shall have the right to seek recoupment of all or any portion of the Award (including by forfeiture of any outstanding Award Shares or by the Employee’s remittance to the Company of Award Shares pursuant to which the restrictions previously lapsed or of a cash payment equal to Award Shares pursuant to which the restrictions previously lapsed) in accordance with and pursuant to any Company recoupment policy in effect from time to time. The value with respect to which such recoupment is sought shall be determined by the Company. The Company shall be entitled, as permitted by applicable law, to deduct the amount of such payment from any amounts the Company may owe to the Employee.

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Intelligent Bio Solutions Inc.
By:	Dated:
Name:
Title:
Agreed and Accepted:
---	---
By:	Dated:
Print Name:
---

| 4 |

| --- |

EXHIBITA

PERFORMANCEAND SERVICE VESTING CONDITIONS

See attached.

| 5 |

| --- |

APPENDIXA

INTELLIGENTBIO SOLUTIONS INC. 2019 LONG TERM INCENTIVE PLAN

Appendixto Performance Restricted Stock Agreement

Termsand Conditions

Notifications

TERMSAND CONDITIONS APPLICABLE TO NON-U.S. EMPLOYEES

In accepting this Award, the Employee acknowledges, understands and agrees to the following:

StockPlan Administration, Data Transfer, Retention and Data Subject Rights.** The Employee understands that the Data may be transferred to third parties who are assisting the Company with the implementation, administration and management of the Plan. The Employee understands that the recipients of the Data may be located in the Employee’s country of work and/or residence, or elsewhere, and that any recipient’s country may have different data privacy laws and protections than the Employee’s country of work and/or residence. The Employee may request a list with the names and addresses of any potential recipients of the Data by contacting the Employee’s local human resources representative. The Employee authorizes the Company and any other possible recipients who may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purpose of implementing, administering and managing the Employee’s participation in the Plan. The Employee understands that Data will be held only as long as is necessary to implement, administer and manage the Employee’s participation in the Plan. The Employee understands that the Employee may, at any time, view the Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Employee’s local human resources representative. Further, the Employee understands that the Employee is providing the consents herein on a purely voluntary basis. If the Employee does not consent, or if the Employee later seeks to revoke their consent, the Employee’s employment will not be affected; the only consequence of refusing or withdrawing the Employee’s consent is that the Company would not be able to grant the Employee the Award or other equity awards or administer or maintain such awards. Therefore, the Employee’s understand that refusal or withdrawal of consent may affect the Employee’s ability to participate in the Plan. For more information on the consequences of the Employee’s refusal to consent or withdrawal of consent, the Employee understands that the Employee may contact the Employee’s local human resources representative.

5.Additional Acknowledgments and Agreements. In accepting this Award, the Employee also acknowledges, understands and agrees that:

(c) the Award and any Shares acquired under the Plan, and the income from and value of same, are not intended to replace any pension rights or compensation;

(e) the future value of the Shares underlying the Award is unknown, indeterminable, and cannot be predicted with certainty;

AUSTRALIA

Termsand Conditions

SecuritiesLaw Notice. This offer of the Award Shares is being made under Division 1A, Part 7.12 of the Australian Corporations Act 2001(Cth).

TaxInformation. Subdivision 83A-C of the Income Tax Assessment Act, 1997, applies to Awards granted under the Plan, such that the Award is intended to be subject to deferred taxation.

UNITEDKINGDOM

Termsand Conditions

TaxResponsibility and Satisfaction. The following provision supplements Section 10 of the Agreement:

Exhibit 10.4

INTELLIGENT BIO SOLUTIONS INC.

2019 LONG TERM INCENTIVE PLAN

2026 RESTRICTED STOCK AWARD AGREEMENT

The director identified below (the “Director”) has been selected to participate in the Intelligent Bio Solutions, Inc. 2019 Long Term Incentive Plan (the “Plan”), and has been granted a Restricted Stock Award (“Award”) as outlined below:

Director:
Grant Date:
Number of Shares Subject to Award:
Date of End of Restriction Period:	Number of Award Shares Vesting
---	---
The<br> 12-month anniversary of the Grant Date	[Number<br> of Shares Vesting]

This Agreement, effective as of the Grant Date set forth above, is between Intelligent Bio Solutions, Inc. (the “Company”), and the Director. The parties hereto agree as follows:

1. Grant of Restricted Stock. Subject to the provisions set forth herein and the terms and conditions of the Plan, and in consideration of the agreements of the Director herein provided, the Company hereby grants to the Director the number of Shares set forth above. The Director acknowledges and agrees that the par value of the Shares issuable pursuant to this Agreement shall be deemed fully paid and satisfied by the Director’s past services rendered to the Company prior to the date of this Agreement.

2. Acceptance by Director. The receipt of the Award is conditioned upon the acceptance of this Agreement by the Director.

3. Shares. The Company may issue stock certificates or evidence the Director’s interest by using a restricted book entry account with the Company’s transfer agent. Physical possession or custody of any stock certificates that are issued shall be retained by the Company until such time as the restrictions lapse in accordance with Sections 5 through 7 below.

4. Limitations on Transfer.

(a) None of the Shares subject to the Award (“Award Shares”) shall be sold, assigned, pledged or otherwise transferred, voluntarily or involuntarily, by the Director (or his estate or personal representative, as the case may be), until such restrictions lapse in accordance with Sections 5 through 7 below.

(b) In addition to restrictions set forth in Section 4(a), any sale, transfer or other disposition of the Shares shall be subject to compliance with the Company’s Insider Trading Policy as in effect from time to time. The Policy requires that any transaction in Company Common Stock receive pre-clearance approval by the Company’s designated Compliance Officer.

(c) To the extent applicable to the Director, the Award Shares may also remain subject to additional transfer restrictions set forth in the Plan beyond the date that the restrictions in Section 4(a) lapse.

5. Lapse of Restrictions. The restrictions set forth in Section 4(a) above shall lapse with respect to a number of the Award Shares on the last day of the applicable Restriction Period as set forth above, subject to the Director remaining in employment or service of the Company or a subsidiary or affiliate thereof through the applicable date.

6. Death or Disability. To the extent the restrictions set forth in Section 4(a) above have not lapsed in accordance with Section 5 above, in the event that the Director’s employment or service with the Company and all subsidiaries and affiliates terminates due to the Director’s death or Disability, such restrictions shall lapse with respect to a number of unvested Award Shares determined by multiplying the number of Award Shares by a fraction, the numerator of which is the number of full months that have elapsed from the Grant Date to the termination of employment and the denominator of which is the number of full months in the Restriction Period. Except as otherwise determined by the Committee, Award Shares with respect to which restrictions do not lapse on the Director’s death or Disability shall be forfeited to the Company automatically for no consideration.

7. Retirement. To the extent the restrictions set forth in Section 4(a) above have not lapsed in accordance with Section 5 above, in the event that (i) the Director voluntarily retires from employment and service with the Company and its subsidiaries and affiliates (the date of such retirement the “Retirement Date”), (ii) the Director’s age plus full years of service with the Company and its subsidiaries and affiliates as of the Retirement Date is equal to 70 or more, and (iii) the Company has not terminated the Director’s employment for Cause and no such reason to terminate for Cause exists as of the Retirement Date, the restrictions shall lapse with respect to 100% of the unvested Award Shares on the Retirement Date. For purposes of this Agreement, “Cause” shall mean, any of the following with respect to the Director: (i) a conviction of, or plea of guilty or nolo contendere to, a felony or a crime involving moral turpitude; (ii) an act of fraud, embezzlement, or theft in connection with the Director’s duties in the course of their employment or service with the Company; (iii) repeated failure to perform assigned duties in a manner consistent with the Company’s expectations after receiving written notice of such failure and a reasonable opportunity to cure such failure; or (iv) any material violation of Company policies which is detrimental to the Company.

8. Forfeiture. Except as provided in Section 6 and 7 and unless otherwise determined by the Committee in its sole discretion, the Award Shares shall be automatically forfeited to the Company for no consideration upon the Director’s termination of employment or service with the Company and all subsidiaries and affiliates for any reason other than the Director’s death or Disability (as described in Section 6 above) or retirement (as described in Section 7 above) that occurs prior to the date the restrictions lapse as provided in Section 5 above.

9. Rights as Stockholder. As the holder of the Award Shares, the Director is entitled to all of the rights of a stockholder of the Company with respect to any of the Award Shares, when issued, including, but not limited to, the right to receive dividends declared and payable since the Grant Date; provided, however, that such dividends shall be accumulated and held by the Company (without interest) until the restrictions with respect to the underlying Award Shares lapse as described in Section 5, or if earlier, as described in Section 6 or Section 7, at which time such accumulated dividends shall be paid to the Director in cash. Any accumulated or unpaid dividends relating to Award Shares that are forfeited shall also be forfeited.

10. Tax Obligations. To the extent not paid by the Company, the Director shall be responsible for all tax obligations arising in connection with his Award and has been advised to consult a tax or financial advisor with respect to such obligations. The Company has the authority to make all applicable tax withholdings and deductions necessary to satisfy applicable law as determined by the Company in the its sole discretion. THE COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS WHATSOEVER TO THE DIRECTOR REGARDING THE TAX CONSEQUENCES OF THE GRANT OF THE AWARD SHARES SUBJECT TO THIS AGREEMENT.

11. Committee Determinations. The Committee shall have full discretionary authority to make all determinations concerning the rights to benefits under the Plan and this Agreement. All determinations and interpretations made by the Committee shall be final, binding and conclusive on all parties, including the Company, its stockholders, the Director, and the Director’s beneficiaries and estate.

12. Defined Terms. Capitalized terms used in this Agreement and not otherwise defined shall be as defined in the Plan.

13. Legend. The Company may, in its sole discretion, place a legend or legends on any electronic shares or certificates representing Award Shares issued to the Director as the Company deems necessary or advisable to comply with any applicable federal or state securities laws or regulations, including but not limited to legends restricting transfer of the shares.

14. Choice of Law. To the extent not superseded by federal law, the laws of the State of Delaware (without regard to the conflicts laws of Delaware) shall control in all matters relating to this Agreement.

15. Counterparts. This Agreement may be executed electronically and delivered by electronic means, including via electronic mail or any other electronic means complying with the U.S. federal ESIGN Act of 2000, as amended (e.g., www.DocuSign.com) or by any other reasonable transmission method and any copy of this Agreement so executed or delivered, in one or more counterparts, and by the different parties in separate counterparts, shall be deemed to be an original but all of which taken together shall constitute one and the same instrument, and shall be deemed to have been duly and validly delivered and to be valid and effective for all purposes.

16. Recoupment. Notwithstanding any other provisions of this Agreement, the Company shall have the right to seek recoupment of all or any portion of the Award (including by forfeiture of any outstanding Award Shares or by the Director’s remittance to the Company of Award Shares pursuant to which the restrictions previously lapsed or of a cash payment equal to Award Shares pursuant to which the restrictions previously lapsed) in accordance with and pursuant to any Company recoupment policy in effect from time to time. The value with respect to which such recoupment is sought shall be determined by the Company. The Company shall be entitled, as permitted by applicable law, to deduct the amount of such payment from any amounts the Company may owe to the Director.

17. Country-Specific Appendix. Notwithstanding any provisions in this Award Agreement or the Plan, this Award shall be subject to such special terms and conditions set forth in Appendix A attached hereto, which shall be considered part of this Agreement.

Intelligent Bio Solutions Inc.
By:	Dated:
Name:
Title:
Agreed and Accepted:
---	---
By:	Dated:
Print Name:
---

APPENDIXA

INTELLIGENTBIO SOLUTIONS INC. 2019 LONG TERM INCENTIVE PLAN

Appendixto Restricted Stock Agreement

Termsand Conditions

This Appendix includes additional terms and conditions that govern the Award granted to the Director under the Plan if the Director resides and/or works outside of the United States. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan and/or the Restricted Stock Agreement (the “Agreement”) to which this Appendix is attached.

If the Director is a citizen or resident of a country other than the one in which the Director is currently working and/or residing, transfer to another country after the Grant Date, or is considered a resident of another country for local law purposes, the Company shall, in its discretion, determine the extent to which the terms and conditions contained herein shall be applicable to the Director.

Notifications

This Appendix also includes information regarding securities, exchange controls, tax, and certain other issues of which the Director should be aware with respect to participation in the Plan. The information is provided solely for the Director’s convenience and is based on the securities, exchange control, tax, and other laws in effect in the respective countries. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Director not rely on the information noted herein as the only source of information relating to the consequences of the Director’s participation in the Plan because the information may be out of date by the time the Director vests in the Award or sells any Shares

In addition, the information contained in this Appendix is general in nature and may not apply to the Director’s particular situation, and the Company is not in a position to assure the Director of any particular result. Accordingly, the Director is hereby advised to seek appropriate professional advice as to how the applicable laws in the Director’s country may apply to the Director’s situation.

Finally, if the Director is a citizen or resident of a country other than the one in which the Director is currently residing and/or working, transfers to another country after the Grant Date, or is considered a resident of another country for local law purposes, the notifications contained herein may not be applicable to the Director in the same manner.

TERMSAND CONDITIONS APPLICABLE TO NON-U.S. DIRECTORS

In accepting this Award, the Director acknowledges, understands and agrees to the following:

1.Data Privacy Information. The Company is located at 135 West, 41st Street, 5th Floor, New York, New York 10036, and grants Awards to Directors of the Company and its subsidiaries, at the Company’s sole discretion. To participate in the Plan, the Director must review the following information about the Company’s data processing practices.

DataCollection and Usage. The Director hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Director’s personal data as described in the Agreement by and among, as applicable, the Company and its subsidiaries for the exclusive purpose of implementing, administering and managing the Director’s participation in the Plan.

DataProcessing. The Director understands that the Company holds certain personal information about the Director, including, without limitation, the Director’s name, home address, email address and telephone number, date of birth, social insurance number, passport or other identification number, salary, nationality and citizenship, job title, any Shares or directorships held in the Company, details of all Awards or other entitlements to Shares, granted, canceled, exercised, vested, unvested or outstanding in the Director’s favor (“Data”), for the purpose of implementing, administering and managing the Plan.

StockPlan Administration, Data Transfer, Retention and Data Subject Rights.** The Director understands that the Data may be transferred to third parties, which are assisting the Company with the implementation, administration and management of the Plan. The Director understands that the recipients of the Data may be located in the Director’s country of work and/or residence, or elsewhere, and that any recipient’s country may have different data privacy laws and protections than the Director’s country of work and/or residence. The Director may request a list with the names and addresses of any potential recipients of the Data by contacting the Director’s local human resources representative. The Director authorizes the Company and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purpose of implementing, administering and managing the Director’s participation in the Plan. The Director understands that Data will be held only as long as is necessary to implement, administer and manage the Director’s participation in the Plan. The Director understands that the Director may, at any time, view the Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Director’s local human resources representative. Further, the Director understands that the Director is providing the consents herein on a purely voluntary basis. If the Director does not consent, or if the Director later seeks to revoke their consent, the Director’s employment will not be affected; the only consequence of refusing or withdrawing the Director’s consent is that the Company would not be able to grant the Director the Award or other equity awards or administer or maintain such awards. Therefore, the Director’s understand that refusal or withdrawal of consent may affect the Director’s ability to participate in the Plan. For more information on the consequences of the Director’s refusal to consent or withdrawal of consent, the Director understands that the Director may contact the Director’s local human resources representative.

2.Insider Trading Restrictions/Market Abuse Laws. The Director acknowledges that, depending on the Director’s country, the Director may be subject to insider trading restrictions and/or market abuse laws in applicable jurisdictions, which may affect the Director’s ability to directly or indirectly, accept, acquire, sell or attempt to sell or otherwise dispose of Shares or rights to Shares, or rights linked to the value of Shares during such times as the Director is considered to have “inside information” regarding the Company (as defined by applicable laws). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders placed by the Director before possessing the inside information. Furthermore, the Director may be prohibited from (i) disclosing inside information to any third party, including fellow Directors (other than on a “need to know” basis) and (ii) “tipping” third parties or causing them to otherwise buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Director acknowledges that it is the Director’s responsibility to comply with any applicable restrictions, and the Director should speak to their personal advisor on this matter.

3.Language. The Director acknowledges that the Director is sufficiently proficient in English, or has consulted with an advisor who is sufficiently proficient in English, so as to allow the Director to understand the terms and conditions of this Agreement. Furthermore, if the Director has received this Agreement, or any other document related to the Award and/or the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control, unless otherwise required by applicable laws.

4.Foreign Asset/Account Tax Reporting Requirements. The Director acknowledges that there may be certain foreign asset and/or account, exchange control and/or tax reporting requirements which may affect the Director’s ability to acquire or hold Shares acquired under the Plan or cash received from participating in the Plan (including any proceeds arising from the sale of Shares or the payment of any cash dividends on the Shares) in a bank or brokerage account outside the Director’s country. Applicable laws may require that the Director report such accounts, assets, the balances therein, the value thereof and/or the transactions related thereto to the applicable authorities in such country. The Director also may be required to repatriate sale proceeds or other funds received as a result of participating in the Plan to the Director’s country through a designated bank or broker within a certain time after receipt. It is the Director’s responsibility to be compliant with such regulations and the Director should speak with the Director’s personal advisor on this matter.

5.Additional Acknowledgments and Agreements. In accepting this Award, the Director also acknowledges, understands and agrees that:

(a) the Plan is established voluntarily by the Company, (and voluntarily participated in by Director) it is discretionary in nature, and may be amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;

(b) the Award grant and the Director’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company or a subsidiary of the Company, and shall not interfere with the ability of the Company or a Company subsidiary, as applicable, to terminate the Director’s employment or service relationship at any time;

(c) the Award and any Shares acquired under the Plan, and the income from and value of same, are not intended to replace any pension rights or compensation;

(d) the Award and the income from and value of same, are an extraordinary item of compensation outside the scope of the Director’s employment or service contract, if any, and is not to be considered part of the Director’s normal or expected compensation for any purpose, including but not limited to calculating severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, holiday pay, pension or retirement or welfare benefits or similar payments;

(e) the future value of the Shares underlying the Award is unknown, indeterminable, and cannot be predicted with certainty;

(f) neither the Company, nor any Company subsidiary shall be liable for any foreign exchange rate fluctuation between the Director’s local currency and the United States Dollar that may affect the value of the Award or the subsequent sale of any Shares underlying the Award.

ThisAppendix also includes the following additional terms and conditions that govern the Award granted to Director under the Plan if theDirector works or resides in one of the countries listed below:

AUSTRALIA

Termsand Conditions

SecuritiesLaw Notice. This offer of the Award Shares is being made under Division 1A, Part 7.12 of the Australian Corporations Act 2001(Cth).

TaxInformation. Subdivision 83A-C of the Income Tax Assessment Act, 1997, applies to Awards granted under the Plan, such that the Award is intended to be subject to deferred taxation.

ExchangeControl Notification. Exchange control reporting is required for cash transactions exceeding AUD 10,000 and international fund transfers. If there is an Australian bank assisting with the transaction, the Australian bank will file the report for the Director. If there is no Australian bank involved in the transaction, the Director must file the report.

UNITEDKINGDOM

Termsand Conditions

TaxResponsibility and Satisfaction. The following provision supplements Section 10 of the Agreement:

Income tax and national insurance contributions may arise on grant of or vesting (or any other dealing in) the Award, and the Director agrees as a condition of exercise of the grant and/or vesting of the Award to satisfy any such tax liability, including the Director’s primary Class 1 and the Company or applicable Company Subsidiary’s secondary Class 1 national insurance contributions (“NICs”) arising on grant and/or vesting of the Award for which the Company or applicable Company subsidiary is required to account to HM Revenue and Customs (“HMRC”). It is a condition of the grant of or vesting of the Award that, if required by the Company or any Company subsidiary, the Director enter into such arrangements as the Company or applicable Company subsidiary may require for satisfaction of such tax liabilities. The Director acknowledges that the Director may be required as a condition of grant and vesting of the Award to enter into a joint election whereby the Company or applicable Company subsidiary’s liability for NICs is transferred to the Director on terms set out in the election and approved by HMRC.

Without limitation to the Agreement, the Director agrees that he or she is responsible for all tax liabilities with respect to the Award or relating to the Award or the Shares underlying thereof and hereby covenant to pay all such tax liabilities, as and when requested by the Company or by a Company subsidiary or by HMRC (or any other tax authority or any other relevant authority). The Director also agrees to indemnify and keep indemnified the Company and its subsidiaries against any tax liability they are required to pay or withhold or have paid or will pay to HMRC (or any other tax authority or any other relevant authority) on the Director’s behalf.

Notwithstanding the foregoing, if the Director is a director or executive officer (within the meaning of Section 13(k) of the Exchange Act), the Director understands that he or she may not be able to indemnify the Company for the amount of any withholding obligation for tax liability not collected from or paid by the Director, in case the indemnification could be considered to be a loan. In this case, taxes not collected or paid may constitute a benefit to the Director on which additional income tax and NICs may be payable. The Director understands that the Director will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying to the Company and/or applicable Company subsidiary (as appropriate) the amount of any Director NICs due on this additional benefit, which may also be obtained from the Director by any of the means referred to the Agreement and the Plan.

Exhibit 10.5

INTELLIGENT BIO SOLUTIONS INC.

2019 LONG TERM INCENTIVE PLAN

2026 RESTRICTED STOCK AWARD AGREEMENT

Employee:
Grant Date:
Number of Shares Subject to Award:
Date of End of Restriction Period:	Number of Award Shares Vesting
---	---
The<br> 48-month anniversary of the Grant Date	[Number<br> of Shares Vesting]

This Agreement, effective as of the Grant Date set forth above, is between Intelligent Bio Solutions, Inc. (the “Company”), and the Employee. The parties hereto agree as follows:

The Plan provides a complete description of the terms and conditions governing the Award. If there is any inconsistency between the terms of this Agreement and the terms of the Plan, the Plan’s terms shall govern. All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein. A copy of the Plan is attached hereto and the terms of the Plan are hereby incorporated by reference.

Grant of Restricted Stock. Subject to the provisions set forth herein and the terms and conditions of the Plan, and in consideration of the agreements of the Employee herein provided, the Company hereby grants to the Employee the number of Shares set forth above. The Employee acknowledges and agrees that the par value of the Shares issuable pursuant to this Agreement shall be deemed fully paid and satisfied by the Employee’s past services rendered to the Company prior to the date of this Agreement.
Acceptance by Employee. The receipt of the Award is conditioned upon the acceptance of this Agreement by the Employee.
Shares. The Company may issue stock certificates or evidence the Employee’s interest by using a restricted book entry account with the Company’s transfer agent. Physical possession or custody of any stock certificates that are issued shall be retained by the Company until such time as the restrictions lapse in accordance with Sections 5 through 7 below.
Limitations on Transfer.

Lapse of Restrictions. The restrictions set forth in Section 4(a) above shall lapse with respect to a number of the Award Shares on the last day of the applicable Restriction Period as set forth above, subject to the Employee remaining in employment or service of the Company or a subsidiary or affiliate thereof through the applicable date.
Death or Disability. To the extent the restrictions set forth in Section 4(a) above have not lapsed in accordance with Section 5 above, in the event that the Employee’s employment or service with the Company and all subsidiaries and affiliates terminates due to the Employee’s death or Disability such restrictions shall lapse with respect to a number of unvested Award Shares determined by multiplying the number of Award Shares by a fraction, the numerator of which is the number of full months that have elapsed from the Grant Date to the termination of employment and the denominator of which is the number of full months in the Restriction Period. Except as otherwise determined by the Committee, Award Shares with respect to which restrictions do not lapse on the Employee’s death or disability shall be forfeited to the Company automatically for no consideration.
Retirement. To the extent the restrictions set forth in Section 4(a) above have not lapsed in accordance with Section 5 above, in the event that (i) the Employee voluntarily retires from employment and service with the Company and its subsidiaries and affiliates (the date of such retirement the “Retirement Date”), (ii) the Employee’s age plus full years of service with the Company and its subsidiaries and affiliates as of the Retirement Date is equal to 70 or more, and (iii) the Company has not terminated the Employee’s employment for Cause and no such reason to terminate for Cause exists as of the Retirement Date, the restrictions shall lapse with respect to 100% of the unvested Award Shares on the Retirement Date. For purposes of this Agreement, “Cause” shall mean, any of the following with respect to the Employee: (i) a conviction of, or plea of guilty or nolo contendere to, a felony or a crime involving moral turpitude; (ii) an act of fraud, embezzlement, or theft in connection with the Employee’s duties in the course of their employment or service with the Company; (iii) repeated failure to perform assigned duties in a manner consistent with the Company’s expectations after receiving written notice of such failure and a reasonable opportunity to cure such failure; or (iv) any material violation of Company policies which is detrimental to the Company.
Forfeiture. Except as provided in Section 6 and 7 and unless otherwise determined by the Committee, the Award Shares shall be automatically forfeited to the Company for no consideration upon the Employee’s termination of employment with the Company and all subsidiaries and affiliates for any reason other than the Employee’s death or disability (as described in Section 6 above) or retirement (as described in Section 7 above) that occurs prior to the date the restrictions lapse as provided in Section 5 above. The foregoing provisions of this Section 8 shall be subject to the provisions of any written employment or severance agreement that has been or may be executed by the Employee and the Company, and the provisions in such employment or severance agreement concerning the lapse of restrictions of an Award shall supersede any inconsistent or contrary provision of this Section 8.
Rights as Stockholder. As the holder of the Award Shares, the Employee is entitled to all of the rights of a stockholder of the Company with respect to any of the Award Shares, when issued, including, but not limited to, the right to receive dividends declared and payable since the Grant Date; provided, however, that such dividends shall be accumulated and held by the Company (without interest) until the restrictions with respect to the underlying Award Shares lapse as described in Section 5, or if earlier, as described in Section 6 or Section 7, at which time such accumulated dividends shall be paid to the Employee in cash. Any accumulated or unpaid dividends relating to Award Shares that are forfeited shall also be forfeited.
Tax Obligations. To the extent not paid by the Company, the Employee shall be responsible for all tax obligations arising in connection with his Award and has been advised to consult a tax or financial advisor with respect to such obligations. The Company has the authority to make all applicable tax withholdings and deductions necessary to satisfy applicable law as determined in the Company’s sole discretion. THE COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS WHATSOEVER TO THE EMPLOYEE REGARDING THE TAX CONSEQUENCES OF THE GRANT OF THE AWARD SHARES SUBJECT TO THIS AGREEMENT.
Section 83(b) Election. It shall not be a condition subsequent to the grant of the Award Shares under this Agreement that the Employee make and file (no later than thirty (30) days from the Grant Date) with the Internal Revenue Service an election under Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”) in respect of the Award Grant granted pursuant to this Agreement. If the Employee makes and files such election, the Employee shall provide a copy of the election to the Company within five (5) days following its filing with the Internal Revenue Service. A form of election pursuant to Section 83(b) of the Code is provided, for informational purposes only, as Exhibit A.
No Guarantee of Employment. Nothing in this Agreement shall confer on the Employee any right to be or to continue in the employ of the Company or shall interfere in any way with the right of the Company to terminate the employment of the Employee at any time for any reason or no reason.
Committee Determinations. The Committee shall have full discretionary authority to make all determinations concerning the rights to benefits under the Plan and this Agreement. All determinations and interpretations made by the Committee shall be final, binding and conclusive on all parties, including the Company, its stockholders, the Employee, and the Employee’s beneficiaries and estate.
Defined Terms. Capitalized terms used in this Agreement and not otherwise defined shall be as defined in the Plan.
Legend. The Company may, in its discretion, place a legend or legends on any electronic shares or certificates representing Award Shares issued to the Employee that the Company believes is required to comply with any law or regulation.
Choice of Law. To the extent not superseded by federal law, the laws of the state of Delaware (without regard to the conflicts laws of Delaware) shall control in all matters relating to this Agreement.
Counterparts. This Agreement may be executed electronically and delivered by electronic means, including via electronic mail or any other electronic means complying with the U.S. federal ESIGN Act of 2000, as amended (e.g., www.DocuSign.com) or by any other reasonable transmission method and any copy of this Agreement so executed or delivered, in one or more counterparts, and by the different parties in separate counterparts, shall be deemed to be an original but all of which taken together shall constitute one and the same instrument, and shall be deemed to have been duly and validly delivered and to be valid and effective for all purposes.
Recoupment. Notwithstanding any other provisions of this Agreement, the Company shall have the right to seek recoupment of all or any portion of the Award (including by forfeiture of any outstanding Award Shares or by the Employee’s remittance to the Company of Award Shares pursuant to which the restrictions previously lapsed or of a cash payment equal to Award Shares pursuant to which the restrictions previously lapsed) in accordance with and pursuant to any Company recoupment policy in effect from time to time. The value with respect to which such recoupment is sought shall be determined by the Company. The Company shall be entitled, as permitted by applicable law, to deduct the amount of such payment from any amounts the Company may owe to the Employee.

Intelligent Bio Solutions Inc.

By:	Dated:
Name:
Title:
Agreed and Accepted:
By:	Dated:
Print<br> Name:
---

EXHIBITA

ELECTIONPURSUANT TO

SECTION83(b) OF THE INTERNAL REVENUE CODE

See attached.

ELECTIONPURSUANT TO

SECTION83(b) OF THE INTERNAL REVENUE CODE

The undersigned received _____ shares of common stock of Intelligent Bio Solutions Inc., a corporation organized under the laws of the State of Delaware (the “Company”) on ______, 2026 (the “Grant Date”). Pursuant to Code §83(b) and Treasury Regulation §1.83-2, the undersigned hereby makes a Section 83(b) election with respect to the shares of restricted common stock. The following information is supplied in accordance with Treasury Regulation §1.83-2(e):

1.	The<br> name, address and social security number of the undersigned:

Name:______________

Address: _____________

_____________

Social Security Number: ______________

Email: ______________

2.	A<br> description of the property with respect to which the election is being made: ______ shares<br> of common stock of the Company.
3.	The<br> date on which the property was transferred: Grant Date.
---	---
4.	The<br> taxable year for which such election is made: calendar year 2026.
---	---
5.	The<br> restrictions to which the property is subject: The shares of common stock vest as follows:<br> The shares are subject to transfer restrictions until the undersigned satisfies the applicable<br> service conditions. If the undersigned remains in service of the Company through 48 months<br> following the Grant Date, all shares will be vested. If the undersigned does not remain in<br> service through the applicable vesting date, all shares not vested as of termination are<br> forfeited for no consideration.
---	---
6.	The<br> fair market value on the Grant Date of the property with respect to which the election is<br> being made, determined without regard to any lapse restrictions: $___ per share of common<br> stock.
---	---
7.	The<br> amount paid for such property: $0 per share of common stock on the Grant Date.
---	---

A copy of this election has been furnished to the Secretary of the Company pursuant to Treasury Regulations §1.83-2(e)(7).

Theundersigned taxpayer will file this election with the Internal Revenue Service office with which taxpayer files its annual income taxreturn not later than 30 days after the date of issuance of the shares of common stock to the undersigned. A copy of this election alsowill be furnished to the Company. The undersigned is the person performing the services in connection with which the shares were issued.

Dated: ______, 2026
	[NAME OF GRANTEE]

Exhibit 10.6

INTELLIGENT BIO SOLUTIONS INC.

2019 LONG TERM INCENTIVE PLAN

2026 PERFORMANCE RESTRICTED STOCK AWARD AGREEMENT

Employee:
Grant Date:
Number of Shares Subject to Award:

This Agreement, effective as of the Grant Date set forth above, is between Intelligent Bio Solutions, Inc. (the “Company”), and the Employee. The parties hereto agree as follows:

Grant of Restricted Stock. Subject to the provisions set forth herein and the terms and conditions of the Plan, and in consideration of the agreements of the Employee herein provided, the Company hereby grants to the Employee the number of Shares set forth above. The Employee acknowledges and agrees that the par value of the Shares issuable pursuant to this Agreement shall be deemed fully paid and satisfied by the Employee’s past services rendered to the Company prior to the date of this Agreement.
Acceptance by Employee. The receipt of the Award is conditioned upon the acceptance of this Agreement by the Employee.
Shares. The Company may issue stock certificates or evidence the Employee’s interest by using a restricted book entry account with the Company’s transfer agent. Physical possession or custody of any stock certificates that are issued shall be retained by the Company until such time as the restrictions lapse in accordance with Sections 5 through 7 below.
Limitations on Transfer.

Lapse of Restrictions. The restrictions set forth in Section 4(a) above shall lapse with respect to the Award Shares at the time the performance and service vesting conditions set forth in attached Exhibit A are satisfied, subject to the Employee remaining in employment or service of the Company or a subsidiary or affiliate thereof through the applicable date.
Death or Disability. To the extent the restrictions set forth in Section 4(a) above have not lapsed in accordance with Section 5 above, in the event that the Employee’s employment or service with the Company and all subsidiaries and affiliates terminates due to the Employee’s death or Disability, such restrictions shall lapse with respect to a number of Award Shares determined by multiplying the number of Award Shares by a fraction, the numerator of which is the number of full months that have elapsed from the Grant Date to the termination of employment and the denominator of which is the number of full months in the Restriction Period. Except as otherwise determined by the Committee, Award Shares with respect to which restrictions do not lapse on the Employee’s death or disability shall be forfeited to the Company automatically for no consideration.
Retirement. To the extent the restrictions set forth in Section 4(a) above have not lapsed in accordance with Section 5 above, in the event that (i) the Employee voluntarily retires from employment and service with the Company and its subsidiaries and affiliates (the date of such retirement the “Retirement Date”), (ii) the Employee’s age plus full years of service with the Company and its subsidiaries and affiliates as of the Retirement Date is equal to 70 or more, and (iii) the Company has not terminated the Employee’s employment for Cause and no such reason to terminate for Cause exists as of the Retirement Date, the restrictions shall lapse with respect to 100% of the unvested Award Shares on the Retirement Date. For purposes of this Agreement, “Cause” shall mean, any of the following with respect to the Employee: (i) a conviction of, or plea of guilty or nolo contendere to, a felony or a crime involving moral turpitude; (ii) an act of fraud, embezzlement, or theft in connection with the Employee’s duties in the course of their employment or service with the Company; (iii) repeated failure to perform assigned duties in a manner consistent with the Company’s expectations after receiving written notice of such failure and a reasonable opportunity to cure such failure; or (iv) any material violation of Company policies which is detrimental to the Company.
Forfeiture. Except as provided in Sections 6 and 7 and unless otherwise determined by the Committee, the Award Shares shall be automatically forfeited to the Company for no consideration upon the Employee’s termination of employment with the Company and all subsidiaries and affiliates for any reason other than the Employee’s death or Disability (as described in Section 6 above) or retirement (as described in Section 7 above) that occurs prior to the date the restrictions lapse as provided in Section 5 above. Furthermore, to the extent that any performance conditions set forth in Exhibit A are not satisfied prior to the tenth anniversary of the Grant Date, the applicable Award Shares with respect to the performance conditions that have not been satisfied shall be forfeited for no consideration. The foregoing provisions of this Section 8 shall be subject to the provisions of any written employment or severance agreement that has been or may be executed by the Employee and the Company, and the provisions in such employment or severance agreement concerning the lapse of restrictions of an Award shall supersede any inconsistent or contrary provision of this Section 8.
Rights as Stockholder. As the holder of the Award Shares, the Employee is entitled to all of the rights of a stockholder of the Company with respect to any of the Award Shares, when issued, including, but not limited to, the right to receive dividends declared and payable since the Grant Date; provided, however, that such dividends shall be accumulated and held by the Company (without interest) until the restrictions with respect to the underlying Award Shares lapse as described in Section 5, or if earlier, as described in Section 6 or Section 7, at which time such accumulated dividends shall be paid to the Employee in cash. Any accumulated or unpaid dividends relating to Award Shares that are forfeited shall also be forfeited.
Tax Obligations. To the extent not paid by the Company, the Employee shall be responsible for all tax obligations arising in connection with his Award and has been advised to consult a tax or financial advisor with respect to such obligations. The Company has the authority to make all applicable tax withholdings and deductions necessary to satisfy applicable law as determined in the Company’s sole discretion. THE COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS WHATSOEVER TO THE EMPLOYEE REGARDING THE TAX CONSEQUENCES OF THE GRANT OF THE AWARD SHARES SUBJECT TO THIS AGREEMENT.
Section 83(b) Election. It shall not be a condition subsequent to the grant of the Award Shares under this Agreement that the Employee make and file (no later than thirty (30) days from the Grant Date) with the Internal Revenue Service an election under Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”) in respect of the Award Grant granted pursuant to this Agreement. If the Employee makes and files such election, the Employee shall provide a copy of the election to the Company within five (5) days following its filing with the Internal Revenue Service. A form of election pursuant to Section 83(b) of the Code is provided, for informational purposes only, as Exhibit B.
No Guarantee of Employment. Nothing in this Agreement shall confer on the Employee any right to be or to continue in the employ of the Company or shall interfere in any way with the right of the Company to terminate the employment of the Employee at any time for any reason or no reason.
Committee Determinations. The Committee shall have full discretionary authority to make all determinations concerning the rights to benefits under the Plan and this Agreement. All determinations and interpretations made by the Committee shall be final, binding and conclusive on all parties, including the Company, its stockholders, the Employee, and the Employee’s beneficiaries and estate.
Defined Terms. Capitalized terms used in this Agreement and not otherwise defined shall be as defined in the Plan.
Legend. The Company may, in its discretion, place a legend or legends on any electronic shares or certificates representing Award Shares issued to the Employee that the Company believes is required to comply with any law or regulation.
Choice of Law. To the extent not superseded by federal law, the laws of the state of Delaware (without regard to the conflicts laws of Delaware) shall control in all matters relating to this Agreement.
Counterparts. This Agreement may be executed electronically and delivered by electronic means, including via electronic mail or any other electronic means complying with the U.S. federal ESIGN Act of 2000, as amended (e.g., www.DocuSign.com) or by any other reasonable transmission method and any copy of this Agreement so executed or delivered, in one or more counterparts, and by the different parties in separate counterparts, shall be deemed to be an original but all of which taken together shall constitute one and the same instrument, and shall be deemed to have been duly and validly delivered and to be valid and effective for all purposes.
Recoupment. Notwithstanding any other provisions of this Agreement, the Company shall have the right to seek recoupment of all or any portion of the Award (including by forfeiture of any outstanding Award Shares or by the Employee’s remittance to the Company of Award Shares pursuant to which the restrictions previously lapsed or of a cash payment equal to Award Shares pursuant to which the restrictions previously lapsed) in accordance with and pursuant to any Company recoupment policy in effect from time to time. The value with respect to which such recoupment is sought shall be determined by the Company. The Company shall be entitled, as permitted by applicable law, to deduct the amount of such payment from any amounts the Company may owe to the Employee.

Intelligent Bio Solutions Inc.

By:	Dated:
Name:
Title:
Agreed and Accepted:
By:	Dated:
Print<br> Name:
---

EXHIBITA

PERFORMANCEAND SERVICE VESTING CONDITIONS

See attached.

EXHIBITB

ELECTIONPURSUANT TO

SECTION83(b) OF THE INTERNAL REVENUE CODE

See attached.

ELECTIONPURSUANT TO

SECTION83(b) OF THE INTERNAL REVENUE CODE

1.	The<br> name, address and social security number of the undersigned:

Name: ______________

Address: _____________

_____________

Social Security Number: ______________

Email: ______________

2.	A<br> description of the property with respect to which the election is being made: ______ shares<br> of common stock of the Company.
3.	The<br> date on which the property was transferred: Grant Date.
---	---
4.	The<br> taxable year for which such election is made: calendar year 2026.
---	---
5.	The<br> restrictions to which the property is subject: The shares of common stock vest as follows:<br> The shares are subject to transfer restrictions until the undersigned satisfies the applicable<br> service conditions. If the undersigned remains in service of the Company through 48 months<br> following the Grant Date, all shares will be vested. If the undersigned does not remain in<br> service through the applicable vesting date, all shares not vested as of termination are<br> forfeited for no consideration.
---	---
6.	The<br> fair market value on the Grant Date of the property with respect to which the election is<br> being made, determined without regard to any lapse restrictions: $___ per share of common<br> stock.
---	---
7.	The<br> amount paid for such property: $0 per share of common stock on the Grant Date.
---	---

A copy of this election has been furnished to the Secretary of the Company pursuant to Treasury Regulations §1.83-2(e)(7).

Dated: ______, 2026
	[NAME OF GRANTEE]

Exhibit 10.7

INTELLIGENT BIO SOLUTIONS INC.

2019 LONG TERM INCENTIVE PLAN

2026 RESTRICTED STOCK AWARD AGREEMENT

Director:
Grant Date:
Number of Shares Subject to Award:
Date of End of Restriction Period:	Number of Award Shares Vesting
---	---
The<br> 12-month anniversary of the Grant Date	[Number<br> of Shares Vesting]

This Agreement, effective as of the Grant Date set forth above, is between Intelligent Bio Solutions, Inc. (the “Company”), and the Director. The parties hereto agree as follows:

2. Acceptance by Director. The receipt of the Award is conditioned upon the acceptance of this Agreement by the Director.

4. Limitations on Transfer.

Lapse of Restrictions. The restrictions set forth in Section 4(a) above shall lapse with respect to a number of the Award Shares on the last day of the applicable Restriction Period as set forth above, subject to the Director remaining in employment or service of the Company or a subsidiary or affiliate thereof through the applicable date.

6. Death or Disability. To the extent the restrictions set forth in Section 4(a) above have not lapsed in accordance with Section 5 above, in the event that the Director’s employment or service with the Company and all subsidiaries and affiliates terminates due to the Director’s death or Disability such restrictions shall lapse with respect to a number of unvested Award Shares determined by multiplying the number of Award Shares by a fraction, the numerator of which is the number of full months that have elapsed from the Grant Date to the termination of employment and the denominator of which is the number of full months in the Restriction Period. Except as otherwise determined by the Committee, Award Shares with respect to which restrictions do not lapse on the Director’s death or disability shall be forfeited to the Company automatically for no consideration.

10. Tax Obligations. To the extent not paid by the Company, the Director shall be responsible for all tax obligations arising in connection with his Award and has been advised to consult a tax or financial advisor with respect to such obligations. The Company has the authority to make all applicable tax withholdings and deductions necessary to satisfy applicable law as determined in the Company’s sole discretion. THE COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS WHATSOEVER TO THE DIRECTOR REGARDING THE TAX CONSEQUENCES OF THE GRANT OF THE AWARD SHARES SUBJECT TO THIS AGREEMENT.

11. Section 83(b) Election. It shall not be a condition subsequent to the grant of the Award Shares under this Agreement that the Director make and file (no later than thirty (30) days from the Grant Date) with the Internal Revenue Service an election under Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”) in respect of the Award Grant granted pursuant to this Agreement. If the Director makes and file such election, the Director shall provide a copy of the election to the Company within five (5) days following its filing with the Internal Revenue Service. A form of election pursuant to Section 83(b) of the Code is provided, for informational purposes only, as Exhibit A.

12. Committee Determinations. The Committee shall have full discretionary authority to make all determinations concerning the rights to benefits under the Plan and this Agreement. All determinations and interpretations made by the Committee shall be final, binding and conclusive on all parties, including the Company, its stockholders, the Director, and the Director’s beneficiaries and estate.

13. Defined Terms. Capitalized terms used in this Agreement and not otherwise defined shall be as defined in the Plan.

14. Legend. The Company may, in its discretion, place a legend or legends on any electronic shares or certificates representing Award Shares issued to the Director that the Company believes is required to comply with any law or regulation.

17. Recoupment. Notwithstanding any other provisions of this Agreement, the Company shall have the right to seek recoupment of all or any portion of the Award (including by forfeiture of any outstanding Award Shares or by the Director’s remittance to the Company of Award Shares pursuant to which the restrictions previously lapsed or of a cash payment equal to Award Shares pursuant to which the restrictions previously lapsed) in accordance with and pursuant to any Company recoupment policy in effect from time to time. The value with respect to which such recoupment is sought shall be determined by the Company. The Company shall be entitled, as permitted by applicable law, to deduct the amount of such payment from any amounts the Company may owe to the Director.

Intelligent Bio Solutions Inc.

By:	Dated:
Name:
Title:
Agreed and Accepted:
By:	Dated:
Print<br> Name:
---

EXHIBITA

ELECTIONPURSUANT TO

SECTION83(b) OF THE INTERNAL REVENUE CODE

See attached.

ELECTIONPURSUANT TO

SECTION83(b) OF THE INTERNAL REVENUE CODE

1.	The name, address<br>and social security number of the undersigned:

Name: ______________

Address: ____________

_____________

Social Security Number: ______________

Email: ______________

2.	A description of<br>the property with respect to which the election is being made: ______ shares of common stock of the Company.
3.	The date on which<br>the property was transferred: Grant Date.
4.	The taxable year<br>for which such election is made: calendar year 2026.
5.	The<br>restrictions to which the property is subject: The shares of common stock vest as follows: The shares are subject to transfer restrictions<br>until the undersigned satisfies the applicable service conditions. If the undersigned remains in service of the Company through 48 months<br>following the Grant Date, all shares will be vested. If the undersigned does not remain in service through the applicable vesting date,<br>all shares not vested as of termination are forfeited for no consideration.
6.	The fair market<br>value on the Grant Date of the property with respect to which the election is being made, determined without regard to any lapse restrictions:<br>$___ per share of common stock.
7.	The amount paid<br>for such property: $0 per share of common stock on the Grant Date.

A copy of this election has been furnished to the Secretary of the Company pursuant to Treasury Regulations §1.83-2(e)(7).

Dated: ______, 2026
	[NAME OF GRANTEE]