Browse EX-10 agreements

PROMISSORY* *NOTE

Principal Amount: Up to $500,000	As of June 8th, 2026

Tigerless Health Inc (“Maker”) promises to pay to the order of First Cover, Inc. (“Holder”) the principal up to Five Hundred Thousand Dollars ($500,000) or such lesser amount as shall have been loaned by Holder to Maker in lawful money of the United States of America, on the terms and conditions described below.

1.   Principal.

(a)  The principal amount outstanding under this Note shall be payable on the earliest to occur of (i) the consummation of the Company’s initial business combination, (ii) the liquidation of the Company, or (iii) June 8, 2027 (the “Maturity Date”). Notwithstanding anything to the contrary herein, in no event shall the maturity of this Note extend beyond the Maturity Date. The Company may repay this Note, in whole or in part, at any time without premium or penalty.

…

INDEMNIFICATION AGREEMENT

This **INDEMNIFICATION AGREEMENT **(this “Agreement”), dated as of the date set forth on the signature page hereto, is made by and between Tigerless AI Holdings Inc., a Nevada corporation (the “Company”), and the person set forth under the caption “Indemnitee” on the signature page hereto (“Indemnitee”).

WHEREAS, the Board of Directors of the Company (“Board”) has determined that the ability to attract and retain qualified officers, directors, employees and agents is in the best interests of the Company’s shareholders; and

WHEREAS, it is reasonable, prudent and necessary for the Company to obligate itself contractually to indemnify such persons to the fullest extent permitted by applicable law so that such persons will serve or continue to serve the Company free from undue concern that they will not be adequately indemnified; and

…

PROMISSORY* *NOTE

Principal Amount: Up to $500,000	As of January 15th, 2026

Tigerless Health Inc (“Maker”) promises to pay to the order of First Cover, Inc. (“Holder”) the principal up to Five Hundred Thousand Dollars ($500,000) or such lesser amount as shall have been loaned by Holder to Maker in lawful money of the United States of America, on the terms and conditions described below.

1.  Principal.

(a)  The principal amount outstanding under this Note shall be payable on the  earliest to occur of (i) the consummation of the Company’s initial business combination, (ii) the liquidation of the Company, or (iii) January 15, 2027 (the “Maturity Date”). Notwithstanding anything to the contrary herein, in no event shall the maturity of this Note extend beyond the Maturity Date. The Company may repay this Note, in whole or in part, at any time without premium or penalty.

…

---

LOCK-UP AGREEMENT

This Lock-up Agreement (this “Agreement”) is dated as of [●] by and among Tigerless AI Holdings Inc., a Nevada corporation (“Pubco”), Piermont Valley Acquisition Corp., an exempted company incorporated in the Cayman Islands with limited liability (“Piermont”), Tigerless Health, Inc., a New York corporation (“Tigerless”), and each of the undersigned shareholders (each a “Holder” and collectively the “Holders”) who are shareholders of Piermont or Tigerless. Pubco, Piermont, Tigerless and the Holders are collectively referred to herein as the “Parties.”

Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement and Plan of Merger, dated as of April 17, 2026 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among Pubco, Tigerless, Piermont, Tigerless Merger Sub 1 Corp. (“Merger Sub 1”) and Tigerless Merger Sub 2 Corp. (“Merger Sub 2”).

BACKGROUND

…

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of September 30, 2026 (the “Execution Date”), by and among (i) Tigerless AI Holdings Inc., a Nevada corporation (“Pubco” and, from and after the Merger Closing, the “Company”), (ii) Piermont Valley Acquisition Corp., a Cayman Islands exempted company (“Piermont”), (iii) Tigerless Health, Inc., a New York corporation (“Tigerless” and, together with Piermont and Pubco, the “Seller Parties”), and (iv) the purchaser identified on the signature page hereto (including its successors and permitted assigns, the “Purchaser”). The Seller Parties and the Purchaser are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

RECITALS

…

---

THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "1933 ACT"), NOR REGISTERED UNDER ANY STATE SECURITIES LAW, AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN RULE 144 UNDER THE 1933 ACT.  THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE PURCHASER.

AGREEMENT FOR THE EXCHANGE OF STOCK

THIS AGREEMENT is made and entered into this 2nd day of October 2026, by and between Aibotics Inc, a Nevada corporation (the “Purchaser”), and the members of EMPULSER ENTERPRISES LLC, a limited liability company organized under the laws of Wyoming (the “Empulser Members”) and EMPULSER ENTERPRISES LLC (“Empulser”).  

…

Execution Version

CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS
BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND
(II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR
CONFIDENTIAL.

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of June 17, 2026 by and among Georgia Banking Company, Inc., a Georgia corporation (the “Company”), each of the shareholders of the Company listed on Schedule I hereto (each, a “Selling Shareholder” and, collectively, the “Selling Shareholders”), and each of the investors identified on the signature pages hereto (individually, a “Purchaser” and collectively, the “Purchasers”).

…

** **

RESTRICTED STOCK UNIT AWARD AGREEMENT

(Time Based)

PURSUANT TO THE

Georgia Banking Company, Inc. Amended and Restated 2021 Stock Incentive Plan

Grantee:      __________________________

Grant Date:      __________________________

Number of RSUs subject to this Award: _______________ representing the right to receive a number of Shares equal to or lower than (including zero) the number of RSUs, subject to the terms and conditions attached hereto, and subject to adjustment pursuant to Section 4 of the Plan.

…

Exhibit 10.19

GEORGIA BANKING COMPANY, INC.

DEFERRED COMPENSATION PLAN

(As Amended and Restated Effective January 1, 2022)

GEORGIA BANKING COMPANY, INC.

DEFERRED COMPENSATION PLAN

(As Amended and Restated Effective January 1, 2022)

Georgia Banking Company, Inc., a bank holding company organized and existing under the laws of the State of Georgia (the “Company”), hereby amends and restates the Georgia Banking Company, Inc. Deferred Compensation Plan (the “Plan”), effective as of January 1, 2022 (the “Effective Date”), for the purpose of attracting and retaining high quality executives and Directors and promoting in them increased efficiency and an interest in the successful operation of the Company. The Plan is intended to, and shall be interpreted to, comply in all respects with Code Section 409A and those provisions of ERISA applicable to an unfunded plan maintained primarily to provide deferred compensation benefits for a select group of “management or highly compensated employe

…

GEORGIA BANKING COMPANY, INC.

AMENDMENT TO
NONQUALIFIED STOCK OPTION AWARD
PURSUANT TO THE 2017 LONG-TERM INCENTIVE PLAN

THIS AMENDMENT TO NONQUALIFIED STOCK OPTION AWARD PURSUANT TO THE 2017 LONG-TERM INCENTIVE PLAN (this “Amendment”) is made as of March 1, 2025, by Georgia Banking Company, Inc. (the “Company”), a successor by merger to Primary Bancshares, Inc. (“Primary”).

WHEREAS, the Company and Primary have entered into that certain Agreement and Plan of Merger, dated October 9, 2024, by and between the Company and Primary, as amended by that certain First Amendment to Agreement and Plan of Merger, dated as of January 22, 2025 (collectively, the “Company Merger Agreement”), pursuant to which Primary will merge with and into the Company, with the Company as the surviving corporation (the “Company Merger”);

…

** **

Execution Version

CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

INVESTOR RIGHTS AGREEMENT

This INVESTOR RIGHTS AGREEMENT (this “Agreement”), dated as of December 31, 2020, is made by and between Wingshooter Acquisition Corp., a Georgia corporation (the “Company”) and J. Bradford Smith, a Georgia resident (the “Investor”). The Company and the Investor shall sometimes be referred to herein collectively, as the “Parties” and individually, as a “Party.”

RECITALS

WHEREAS, the Company and Georgia Banking Company, Inc. (“Georgia Banking Company”) entered into that certain Amended and Restated Agreement and Plan of Merger, dated November 11, 2020 (the “Merger Agreement”), pursuant to which the Company will merge with and into Georgia Banking Company, with Georgia Banking Company being the surviving entity (the “Acquisition”);

…

** **

Execution Version

LOAN AND SECURITY AGREEMENT

By and Between

GEORGIA BANKING COMPANY, INC.

and

SERVISFIRST BANK

June 10, 2025

** **

---

Execution Version

LOAN AND SECURITY AGREEMENT

**THIS LOAN AND SECURITY AGREEMENT **(this “Agreement”) is made and entered into as of June 10, 2025, by and between **GEORGIA BANKING COMPANY, INC., **a corporation organized under the laws of the State of Georgia (“Borrower”), and **SERVISFIRST BANK, **an Alabama banking corporation (“Lender”).

WITNESSETH:

Borrower has requested that Lender extend to the Borrower a revolving line of credit in the maximum principal amount of up to $10,000,000 (the “Loan”), and Lender is willing to make the Loan upon the terms and conditions hereinafter set forth.

…