Browse EX-10 agreements

INDEPENDENT DIRECTOR AGREEMENT

 

This DIRECTOR AGREEMENT (the “Agreement”) is made and entered into as of this [  ] day of [  ], by and between Star Integratia Limited, a Cayman Islands corporation (the “Company”), and [  ] (the “Independent Director”) and shall become effective on the closing date of the Company’s initial public offering (the “Effective Date”).

 

WHEREAS, the Company desires to engage the Independent Director, and the Independent Director desires to serve, as a non-employee director of the Company, subject to the terms and conditions contained in this Agreement.

 

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the receipt of which is hereby acknowledged, the Company and the Independent Director, intending to be legally bound, hereby agree as follows:

 

1. DEFINITIONS.

 

(a) “Corporate Status” describes the capacity of the Independent Director with respect to the Company and the services performed by the Independent Director in that capacity.

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Exhibit 10.15

FORBRIGHT, INC.

2026 OMNIBUS INCENTIVE PLAN

DIRECTOR DEFERRED RESTRICTED STOCK UNIT GRANT NOTICE

Forbright, Inc., a Delaware corporation (the “Company”), pursuant to its 2026 Omnibus Incentive Plan (as may be amended from time to time, the “Plan”), hereby agrees to grant [●] (the “Participant”) this award of Restricted Stock Units as set forth below (the “Award”), in respect of the Participant’s quarterly cash retainers for service as a Non-Employee Director of the Board for fiscal year [2026] pursuant to the Company’s Non-Employee Director Compensation Policy and the Company’s Non-Employee Director Deferred Compensation Plan (“Deferred Compensation Plan”). The Award is subject to all of the terms and conditions as set forth in this Restricted Stock Unit Grant Notice (the “Grant Notice”), the Director Deferred Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “RSU Award Agreement”), and the Plan, all of which are incorporated herein in their entirety. Capitalized terms not explicitly defined herein but defined in the Plan or the R

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Exhibit 10.10

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), dated as of June 4, 2026, is by and between Forbright, Inc. (f/k/a Congressional Bancshares, Inc., the “Employer”) and John K. Delaney (the “Executive”). The Employer and the Executive may be referred to individually as a “Party” and collectively as the “Parties.”

WHEREAS, the Employer and the Executive are Parties to an Amended and Restated Employment Agreement effective as of February 12, 2021 and amended through June 27, 2024 (the “Original Employment Agreement”) and they wish to amend and restate the Original Employment Agreement, effective as of the Effective Date (as defined below).

NOW THEREFORE, in consideration of the foregoing and the mutual promises contained in this Agreement, the receipt and adequacy of which are acknowledged, the Parties agree to the following:

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Exhibit 10.14

FORBRIGHT, INC.

2026 OMNIBUS INCENTIVE PLAN

DIRECTOR RESTRICTED STOCK UNIT GRANT NOTICE

Forbright, Inc., a Delaware corporation (the “Company”), pursuant to its 2026 Omnibus Incentive Plan (as may be amended from time to time, the “Plan”), hereby grants [●] (the “Participant”) this award of Restricted Stock Units as set forth below (the “Award”). The Award is subject to all of the terms and conditions as set forth in this Restricted Stock Unit Grant Notice (the “Grant Notice”), the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “RSU Award Agreement”), and the Plan, all of which are incorporated herein in their entirety. Capitalized terms not explicitly defined herein but defined in the Plan or the RSU Award Agreement will have the same definitions as in the Plan or the RSU Award Agreement. If there is any conflict between the terms in this Grant Notice and the Plan, the terms of the Plan will control.

Date of Grant: [●]

Number of Restricted Stock Units Granted: [●]

Vesting Terms:

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Exhibit 10.11

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), dated as of June 4, 2026, is by and between Forbright, Inc. (f/k/a Congressional Bancshares, Inc., the “Employer”) and Donald F. Cole (the “Executive”). The Employer and the Executive may be referred to individually as a “Party” and collectively as the “Parties.”

WHEREAS, the Employer and the Executive are Parties to an Employment Agreement effective as of February 12, 2021 and amended through June 27, 2024 (the “Original Employment Agreement”) and they wish to amend and restate the Original Employment Agreement, effective as of the Effective Date (as defined below).

NOW THEREFORE, in consideration of the foregoing and the mutual promises contained in this Agreement, the receipt and adequacy of which are acknowledged, the Parties agree to the following:

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ACTING-IN-CONCERT AGREEMENT

This Acting-in-Concert Agreement (this “Agreement”) is dated 6 December 2025 and is executed by the following parties:

 

Party A: Friedrich Edwin Cywinski

 

Party B: Marc Cywinski

 

(collectively, the “Parties” and each a “Party”)

 

WHEREAS:

 

Party A holds his shares in SunScout Holding Limited, an exempted company incorporated in the Cayman Islands (the “Company”), through AE Equity Limited, a British Virgin Islands company wholly owned by Party A, and Party B holds his shares in the Company through Solerin Equity Limited, a British Virgin Islands company wholly owned by Party B. As of the date of this Agreement, the Parties jointly hold, through such entities, 11,960,000 Class A Ordinary Shares (par value US$0.0001 each, carrying one (1) vote per share) and 15,000,000 Class B Ordinary Shares (par value US$0.0001 each, carrying twenty (20) votes per share) of the Company, representing approximately 97.5% of the aggregate voting power of the Company as of the date of this Agreement (and approximately 96.3% of the aggregate voting power immediat

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Underwriter’s Warrant Agreement

 

THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) PUBLIC VENTURES LLC, OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF PUBLIC VENTURES LLC, OR OF ANY UNDERWRITER OR SELECTED DEALER.

 

THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO DECEMBER 5, 2026. VOID AFTER 5:00 P.M., EASTERN TIME, JUNE 5 , 2031.

 

WARRANT TO PURCHASE COMMON STOCK

 

EXOZYMES, INC.

 

Warrant Shares: 88,840

Initial Exercise Date: December 5, 2026

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592,270 SHARES OF COMMON STOCK (PAR VALUE $0.000001 PER SHARE)

296,135 COMMON STOCK PURCHASEWARRANTS

EXOZYMES, INC.

UNDERWRITING AGREEMENT

June 5, 2026

 

Public Ventures LLC

14135 Midway Road, Suite G-150,

Addison, Texas, 75001

 

Ladies and Gentlemen:

Introductory. eXoZymes, Inc., a Nevada corporation (the “Company”), proposes to issue and sell to Public Ventures LLC doing business as MDB Capital (“MDB Capital”) an aggregate of 592,270 shares (the “Shares”) of its common stock, par value $0.000001 per share (the “Common Stock”). Each two Shares shall be accompanied by one (1) common stock purchase warrant (the “Warrants”), each of which is exercisable to purchase one (1) share of Common Stock (the “Warrant Shares” and together with the Shares, the Warrants, and the Warrant Shares are collectively referred to as the “Securities”). The Securities are being sold to various investors (each, an “Investor” and, collectively, the “Investors”). The Company and MDB Capital, in accordance with the requirements of Rule 5121 (“Ru

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WARRANT AGENT AGREEMENT

 

WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of June 5, 2026 (the “Issuance Date”) between eXoZymes Inc., a company incorporated under the laws of the State of Nevada (the “Company”), and VStock Transfer LLC (the “Warrant Agent”).

 

RECITALS

 

WHEREAS, pursuant to the terms of that certain Underwriting Agreement (“Underwriting Agreement”), dated June 5, 2026, by and among the Company and Public Ventures, LLC (d/b/a MDB Capital), as representative of the underwriters (the “Underwriters”) set forth therein, the Company is engaged in a public offering (the “Offering”) of up to 681,111 shares (the “Shares”) of common stock, par value $0.000001 per share (the “Common Stock”), and up to 340,555 warrants (the “Warrants”) to purchase up to 340,555 shares of Common Stock (the “Warrant Shares”), including Shares and Warrants issuable pursuant to the underwriters’ over-allotment option;

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AMENDED AND RESTATED CONSULTING AGREEMENT

Dear Dr. Ron Neumann:

 

Beginning the Effective Date, as defined herein below, you shall perform the services as described in Annex A, attached hereto, and any other services which will be mutually agreed upon between you and Tarsier Pharma Ltd. (“Tarsier Pharma”), in accordance with the instructions, guidelines and timetables for performance, provided from time to time by the CEO of Tarsier Pharma, or such other person designated by Tarsier Pharma’s CEO (collectively, the “Services”).

 

This Agreement shall become effective commencing on June 1, 2026 (the: “Effective Date”).

 

As a full and final consideration for the performance of your Services and the fulfillment of your responsibilities as a Consultant of Tarsier Pharma, Tarsier Pharma shall recompense you, with

 

3.1.

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BOARD MEMBER AGREEMENT

 

This BOARD MEMBER AGREEMENT (this “Agreement”) is entered into on this 27 day of May, 2026, by and between Tarsier Pharma Ltd., a company incorporated under the laws of the State of Israel, registration number 51-539864-2 with its offices at 10 HaMa’apilim St. Zichron Yaacov, Israel 3093765 (the “Company”), and Mr. Richard S. Eiswirth Jr., whose address is at 5535 Chelsen Wood Drive, Johns Creek, GA 30097, USA (the “Director”) (each a “Party” and collectively the “Parties”).

 

WITNESSETH:

 

WHEREAS,

the Company desires to retain the Director to serve as a member of the board of directors of the Company (the “Board”) and, in such capacity, to assume such responsibilities and render such services pertaining to the Company, as further provided herein; and

 

 

WHEREAS,

the Director is ready, qualified, willing and able to perform the Services and carry out its obligations and undertakings towards the Company pursuant hereto; and

 

 

WHEREAS,

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Exhibit D – ESOP Plan + Appendix

 

Share figures reflected in the various documents are based on the company’s outstanding shares and par value prior to the stock split. These figures will be further updated in accordance with Resolution 4 regarding the stock split.

 

 

Contents

 

 

GLOBAL SHARE INCENTIVE PLAN (2026)

 

2

 

 

 

APPENDIX – U.S. TAXPAYERS

 

15

 

 

TARSIER PHARMA LTD.

GLOBAL SHARE INCENTIVE PLAN (2026)

1. Name And Purpose

1.. This plan, which has been adopted by the Board of Directors of the Company, Tarsier Pharma Ltd., shall be known as the Tarsier Pharma Ltd. Global Share Incentive Plan (2026), as amended from time to time (the “Plan”).

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