Browse EX-10 agreements

Exhibit 10.9

COLUMBUS CIRCLE CAPITAL CORP III

3 Columbus Circle, 24th Floor

New York NY, 10019

_____, 2026

Cohen & Company LLC

3 Columbus Circle, 24th Floor

New York NY, 10019

Re:	Administrative Services Agreement

Ladies and Gentlemen:

This letter agreement by and between Columbus Circle Capital Corp III (the “Company”) and Cohen & Company LLC (the “Services Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

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FORM OF INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2026, by and between Columbus Circle Capital Corp III, a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).

RECITALS

WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such companies;

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its Subsidiaries (as defined below) from certain liabilities;

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PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the ___ day of _____, 2026, by and between Columbus Circle Capital Corp III, a Cayman Islands exempted company (the “Company”) and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (“CCM”) and Clear Street LLC (“Clear Street” each a “Subscriber” and collectively with CCM, the “Subscribers”).

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Exhibit 10.4

PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of _______, 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Columbus Circle Capital Corp III, a Cayman Islands exempted company (the “Company”), and Columbus Circle 3 Sponsor Corporation LLC, a Delaware limited liability company (the “Purchaser”).

WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting of one Class A Ordinary Share, par value $0.0001 per share, of the Company (an “Ordinary Share”), and one-third of one redeemable warrant (a “Warrant”) to purchase Ordinary Share (a “Warrant Share”) to be governed by the Warrant Agreement to be entered into between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”). Each whole Warrant entitles the holder to purchase one Ordinary Share at

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Exhibit 10.3

REGISTRATION RIGHTS AGREEMENT

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

RECITALS

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INVESTMENT MANAGEMENT TRUST AGREEMENT

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

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

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Exhibit 10.1

_____, 2026

Columbus Circle Capital Corp III

3 Columbus Circle, 24th Floor

New York NY 10019

Re: Initial Public Offering

Ladies and Gentlemen:

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

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Exhibit 10.5

FIRST CAROLINA FINANCIAL SERVICES, INC.

RESTRICTED STOCK AWARD AGREEMENT

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

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

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FIRST CAROLINA FINANCIAL SERVICES, INC.

2025 EQUITY INCENTIVE PLAN

2025 Equity Incentive Plan Approved by

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

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

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

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Exhibit 10.3

FIRST CAROLINA FINANCIAL SERVICES, INC.

RESTRICTED STOCK GRANT AGREEMENT

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

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

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