Browse EX-10 agreements

June [   ], 2026 

Cantor Equity Partners VII, Inc.

110 East 59th Street

New York, NY 10022

 

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 between Cantor Equity Partners VII, Inc., a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co. as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 25,000,000 of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”) (including up to 3,750,000 Class A Ordinary Shares that may be purchased to cover over-allotments, if any). The Class A Ordinary Shares will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Compan

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THIS PROMISSORY NOTE (“NOTE”) AND THE SECURITIES INTO WHICH THE NOTE MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

 

PROMISSORY NOTE

 

 

Dated as of June    , 2026

Principal Amount: Up to $4,312,500

New York, New York

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Document

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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Document

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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Exhibit 10.7 

 

EMPLOYMENT AGREEMENT

 

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into by and between FIRST CAROLINA BANK, a North Carolina banking corporation (the “Bank”) and Steven Deaton (the “Employee”) to be effective as of March 7th, 2022 (the “Effective Date”).

 

W I T N E S S E T H:

 

WHEREAS, the expertise and experience of Employee in the financial services industry are extremely valuable to the Bank; and

 

WHEREAS, it is in the best interests of the Bank and its shareholders to maintain an experienced and sound executive management team to manage the Bank and to further the Bank’s overall strategies to protect and enhance the value of its shareholders’ investments; and

 

WHEREAS, the Bank and Employee desire to enter into this Agreement to document the scope, terms and conditions of Employee’s employment by the Bank; and

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FIRST CAROLINA BANK 

Death Benefit Only Agreement

 

This Death Benefit Only Agreement (“Agreement”) is made this 19th day of December, 2019, by and between First Carolina Bank, a commercial bank with its main office in Rocky Mount, NC (“Bank”), and Douglas Ford, IV (“Executive”).

 

Whereas, to encourage the Executive to remain an employee of the Bank, the Bank is willing to provide a benefit to the Executive’s beneficiary(ies) if the Executive dies prior to terminating employment.

 

Now Therefore, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Bank and the Executive hereby agree as follows.

 

Definitions

 

Whenever used in this Agreement, the following words and phrases shall have the meanings specified:

 

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Exhibit 10.12

INDEMNIFICATION AGREEMENT

This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and effective as of June [●], 2026, by and between First Carolina Financial Services, Inc., a North Carolina corporation (the “Company”), and [●] (“Indemnitee”).

WHEREAS, it is essential to the Company to retain and attract the most capable persons available as directors and officers;

WHEREAS, Indemnitee is a director and/or officer of the Company or First Carolina Bank, the Company’s bank subsidiary;

WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other proceedings with claims being asserted against directors and officers of public companies;

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FIRST CAROLINA BANK 

Death Benefit Only Agreement

 

This Death Benefit Only Agreement (“Agreement”) is made this 26 day of April, 2022, by and between First Carolina Bank, a commercial bank with its main office in Rocky Mount, NC (“Bank”), and Ronald Day (“Executive”). This Agreement hereby replaces and supersedes any prior Death Benefit Only Agreement made between the Bank and the Executive, if applicable.

 

Whereas, to encourage the Executive to remain an employee of the Bank, the Bank is willing to provide a benefit to the Executive’s beneficiary(ies) if the Executive dies prior to terminating employment.

 

Now Therefore, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Bank and the Executive hereby agree as follows.

 

Definitions

 

Whenever used in this Agreement, the following words and phrases shall have the meanings specified:

 

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STATE OF NORTH CAROLINA COUNTY OF NASH

 

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is entered into by and among FIRST CAROLINA BANK, a North Carolina banking corporation (the “Bank”), FIRST CAROLINA FINANCIAL SERVICES, INC., a North Carolina business corporation (the “Company”) (hereinafter, the Company and Bank are sometimes collectively referred to as the “Employer”) and RONALD A. DAY (the “Employee” ) to be effective as of September 1, 2019 (the “Amendment Effective Date”).

 

W I T N E S S E T H:

 

WHEREAS, Employee and the Employer are parties to that certain Employment Agreement dated as of November 25, 2015 (the “Prior Agreement”), pursuant to which Employee serves as President and Chief Executive Officer of the Bank and the Company;

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FIRST CAROLINA BANK 

Death Benefit Only Agreement

 

This Death Benefit Only Agreement (“Agreement”) is made this 26 day of April, 2022, by and between First Carolina Bank, a commercial bank with its main office in Rocky Mount, NC (“Bank”), and Steven Deaton (“Executive”). This Agreement hereby replaces and supersedes any prior Death Benefit Only Agreement made between the Bank and the Executive, if applicable.

 

Whereas, to encourage the Executive to remain an employee of the Bank, the Bank is willing to provide a benefit to the Executive’s beneficiary(ies) if the Executive dies prior to terminating employment.

 

Now Therefore, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Bank and the Executive hereby agree as follows.

 

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Definitions

 

Whenever used in this Agreement, the following words and phrases shall have the meanings specified:

 

1.1

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