Browse EX-10 agreements

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:

 

1.1

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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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STATE OF NORTH CAROLINA

COUNTY OF WAKE

 

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is entered into by and between FIRST CAROLINA BANK, a North Carolina banking corporation (the “Bank”) and Douglas Ford IV (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 Bank are parties to that certain Employment Agreement dated as of August 12, 2019 (the “Prior Agreement”), pursuant to which Employee serves as the Managing Director - Commercial Banking & Market Executive - Raleigh;

 

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

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Exhibit 10.16

EIGHTH AMENDMENT TO PROMISSORY NOTE

This Eighth Amendment to Promissory Note (the “Eighth Amendment”) amends that certain original Promissory Note, dated as of July 8, 2021 (the “Note”), by and among AEI CapForce II Investment Corp, a Cayman Islands exempted company (“Maker”), and AEI Capital SPAC Venture II LLC (“Payee”), which was amended seven times previously by Maker and Payee on September 30, 2021, December 31, 2022, December 31, 2023, December 31, 2024, June 29, 2025, December 4, 2025 and March 9, 2026 (collectively, the “Amendments”), is hereby further amended effective as of April 28, 2026 by Maker and Payee.

RECITALS

WHEREAS, Maker and Payee desire to enter into this Eighth Amendment pursuant to the terms of the Amendment to the Note, as set forth below; and

WHEREAS, pursuant to the Amendments to the Note, the Borrowing Limit to the Note was increased mostly recently on March 9, 2026, to Eight Hundred Thousand Dollars ($800,000) in lawful money of the United States of America; and

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Execution Version

CREDIT AGREEMENT

dated as of

June 4, 2026

among

Enchanted Rock Holdings, LLC., as Borrower

Enchanted Rock Management, LLC, Enchanted Rock, LLC, Enchanted Rock 3, LLC, Electranet REP I,

LLC, Electranet QSE I, LLC, ERock On-Site, LLC and Electranet Power, LLC,

as Co-Borrowers

The Lenders Party Hereto

and

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

JPMORGAN CHASE BANK, N.A.,

MORGAN STANLEY SENIOR FUNDING, INC.,

and

BARCLAYS BANK PLC,

as Joint Lead Arrangers and Joint Bookrunners

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TABLE OF CONTENTS

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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of the [ ] day of June 2026, by and between Yorkville International Capital Corp., a Cayman Islands exempted company (the “Company”) and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (the “Subscriber”).

WHEREAS, the Company intends to consummate an initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit consisting 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 (a “Public Warrant”) 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 thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per Class A Ordinary Share;

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Exhibit 10.3

REGISTRATION RIGHTS AGREEMENT

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THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ] [ ], 2026, is made and entered into by and among Yorkville International Capital Corp., a Cayman Islands exempted company (the “Company”), Yorkville International Capital Sponsor, LLC, a Florida limited liability company (the “Sponsor”), Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (the “Representative”), and the undersigned parties listed under Holder on the signature pages hereto (together with 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”).

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RECITALS

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Exhibit 10.11

YORKVILLE INTERNATIONAL CAPITAL CORP.

1012 Springfield Ave.

Mountainside, New Jersey 07092

[ ] [ ], 2026

Yorkville International Capital Sponsor, LLC

1012 Springfield Ave.

Mountainside, New Jersey 07092

Re: Administrative Services Agreement

Ladies and Gentlemen:

This letter agreement by and between Yorkville International Capital Corp. (the “Company”) and Yorkville International Capital Sponsor, LLC (the “Services Provider” or “Sponsor”), 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 Stock Market LLC (the “Listing Date”), pursuant to a Registration Statement on Form S-1, as amended, 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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