Browse EX-10 agreements

INDEMNIFICATION AGREEMENT

This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and effective as of [●], 2026, by and between Forbright, Inc., a Delaware 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 executive officer of the Company;

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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FORBRIGHT, INC.

EMPLOYEE STOCK PURCHASE PLAN

Section 1.    Purpose of Plan.

The name of the Plan is the Forbright, Inc. Employee Stock Purchase Plan. The purpose of the Plan is to provide employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock of the Company through accumulated after-tax payroll deductions. It is the intention of the Company to have the Plan qualify as an “Employee Stock Purchase Plan” under Section 423 of the US Internal Revenue Code of 1986, as amended (“Code Section 423”). The provisions of the Plan, accordingly, shall be construed so as to allow participation in a manner consistent with the requirements of Code Section 423. However, the Company may grant options pursuant to one or more offerings under the Plan that are not intended to meet the requirements of Code Section 423, provided that except as expressly set forth herein, any such offering shall be operated and administered in the same manner as an offering that is intended to meet the requirements of Code Section 423.

Section 2.    Definitions.

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FORBRIGHT, INC.

2026 OMNIBUS INCENTIVE PLAN

Section 1.    Purpose of Plan.

The name of the Plan is the Forbright, Inc. 2026 Omnibus Incentive Plan. The purposes of the Plan are to provide an additional incentive to selected officers, employees, non-employee directors, independent contractors, and consultants of the Company or its Affiliates whose contributions are essential to the growth and success of the business of the Company and its Affiliates, in order to strengthen the commitment of such persons to the Company and its Affiliates, motivate such persons to faithfully and diligently perform their responsibilities, and attract and retain competent and dedicated persons whose efforts will result in the long-term growth and profitability of the Company and its Affiliates. To accomplish such purposes, the Plan provides that the Company may grant Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Stock Bonuses, Other Stock-Based Awards, Cash Awards or any combination of the foregoing.

Section 2.    Definitions.

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THE SECURITIES REPRESENTED BY THIS AGREEMENT HAVE BEEN ACQUIRED

FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES

ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES

LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE

OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE

SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

FORBRIGHT, INC.

RESTRICTED STOCK AWARD AGREEMENT

This Award Agreement (this “Agreement”) is made and entered into this [●] day of [●], 2026 (the “Date of Grant”), by and between (i) Forbright, Inc. (the “Company”) and (ii) [●] (the “Participant”), an employee of Forbright Bank, a wholly owned subsidiary of the Company (the “Bank”).

RECITALS

A.    The Company has adopted the Congressional Bancshares, Inc. 2014 Stock Incentive Plan, as amended (the “Plan”), authorizing the Company to make awards to persons associated with the Company and the Bank (as applicable).

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THE SECURITIES REPRESENTED BY THIS AGREEMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

FORBRIGHT, INC.

OPTION AWARD AGREEMENT

THIS AWARD AGREEMENT (this “Agreement”) is made and entered into this [__] day of [MONTH], [YEAR] (the “Award Date”) by and between (i) Forbright, Inc. (the “Company”), and (ii) [individual], an employee of Forbright Bank, the wholly owned subsidiary of the Company (the “Participant”).

RECITALS

A.    The Company has adopted the Congressional Bancshares, Inc. 2014 Stock Incentive Plan, as amended (the “Plan”) authorizing the Company to make awards to persons associated with the Company and to persons associated with the Company’s wholly owned subsidiary, Forbright Bank (the “Bank”).

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AMENDED AND RESTATED

FORBRIGHT, INC.

2014 STOCK INCENTIVE PLAN

1.    PURPOSE

The Amended and Restated Forbright, Inc. 2014 Stock Incentive Plan (f/k/a the Congressional Bancshares, Inc. 2014 Stock Incentive Plan) is intended to promote the best interests of Forbright, Inc. and its stockholders by (i) assisting the Corporation and its Affiliates in the recruitment and retention of persons with ability and initiative, (ii) providing an incentive to such persons to contribute to the growth and success of the Corporation’s businesses by affording such persons equity participation in the Corporation and (iii) associating the interests of such persons with those of the Corporation and its affiliates and stockholders.

2.    DEFINITIONS

As used in this Plan the following definitions shall apply:

A.    “Administrator” means the Board or any party to which the Board has delegated any responsibility for the administration of the Plan pursuant to Section 3.A hereof.

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American Bank Holdings, Inc.

as Issuer

INDENTURE

Dated as of April 22, 2003

WELLS FARGO BANK, NATIONAL ASSOCIATION

As Trustee

JUNIOR SUBORDINATED DEBT SECURITIES

DUE April 7, 2033

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TABLE OF CONTENTS

						Page
ARTICLE I DEFINITIONS
SECTION 1.01.			Definitions			1
Additional Interest						1
Additional Provisions						1
Authenticating Agent						1
Bankruptcy Law						1
Board of Directors						1
Board Resolution						2
Business Day						2
Calculation Agent						2
Capital Securities						2

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CONGRESSIONAL BANCSHARES, INC.

4.00% FIXED TO FLOATING RATE SUBORDINATED NOTE DUE

January 1, 2032

CONGRESSIONAL BANCSHARES, INC. (THE “COMPANY”) INTENDS TO USE THE NET PROCEEDS FROM THE ISSUANCE AND SALE OF THIS SUBORDINATED NOTE FOR GENERAL CORPORATE PURPOSES AND ALLOCATING AN AMOUNT EQUAL TO THE NET PROCEEDS FROM THE SALE OF THE SUBORDINATED NOTES FOR FINANCING OR REFINANCING PROJECTS, IN WHOLE OR IN PART, THAT ARE CONSISTENT WITH THE COMPANY’S GREEN FINANCING FRAMEWORK, AS MAY BE MODIFIED FROM TIME TO TIME. PENDING ALLOCATION TO SUCH PROJECTS, THE NET PROCEEDS MAY BE USED FOR GENERAL CORPORATE PURPOSES, INCLUDING SUPPORTING STRATEGIC AND ORGANIC GROWTH AND THE REPAYMENT OF INDEBTEDNESS.

THE INDEBTEDNESS EVIDENCED BY THIS SUBORDINATED NOTE IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IS NOT INSURED BY ANY FEDERAL AGENCY OR INSTRUMENTALITY, INCLUDING, WITHOUT LIMITATION, THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY OR FUND.

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CONGRESSIONAL BANCSHARES, INC.

5.75% FIXED TO FLOATING RATE SUBORDINATED NOTE DUE

DECEMBER 1, 2029

THE INDEBTEDNESS EVIDENCED BY THIS SUBORDINATED NOTE IS NOT A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY OR FUND.

THE INDEBTEDNESS EVIDENCED BY THIS SUBORDINATED NOTE IS SUBORDINATED AND JUNIOR IN RIGHT OF PAYMENT TO SENIOR INDEBTEDNESS (AS DEFINED IN SECTION 3 (SUBORDINATION) OF THIS SUBORDINATED NOTE) OF CONGRESSIONAL BANCSHARES, INC. (THE “COMPANY”), INCLUDING OBLIGATIONS OF THE COMPANY TO ITS GENERAL AND SECURED CREDITORS AND IS UNSECURED. IT IS INELIGIBLE AS COLLATERAL FOR ANY EXTENSION OF CREDIT BY THE COMPANY OR ANY OF ITS SUBSIDIARIES.

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Exhibit 10.7

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). 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 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

PROMISSORY NOTE

Principal Amount: $600,000		Dated as of January 21, 2026
		New York, New York

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Exhibit 10.6

Placement Units Purchase Agreement

[Insert date]

Tidewise Acquisition Corporation

26 Broadway, Suite 934

New York, NY 10004

Ladies and Gentlemen:

Tidewise Acquisition Corporation (the “Company”), a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (the “Securities Act”), in connection with its initial public offering (“IPO”), pursuant to a registration statement on Form S-1 (the “Registration Statement”). The undersigned party hereby commits that it will purchase 203,750 units of the Company (“Private Units”) for a purchase price of $2,037,500 (the “Private Unit Purchase Price”), each Private Unit consisting of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”) and one right (the “Rights”), entitling the holder thereof to receive one-fifth

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Exhibit 10.3

INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [*], 2026, by and between Tidewise Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Odyssey Transfer & Trust Company, a Minnesota corporation (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1 (File No. [*]) (the “Registration Statement”) and prospectus (the “Prospectus”), for its initial public offering of the Company’s units (the “Units”), each of which consists of one share of the Company’s ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one right to receive one-fifth (1/5) of an ordinary share upon the consummation of an initial business combination (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 (capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration Statement); and

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