Browse EX-10 agreements

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.

SUBORDINATED NOTE PURCHASE AGREEMENT

This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of July 25, 2025, and is made by and among Tandem Bancorp, Inc., a Georgia corporation (the “Company”), and the purchasers of the Subordinated Notes (as defined herein) identified on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”).

RECITALS

WHEREAS, the Company is offering up to $12,000,000 in aggregate principal amount of Subordinated Notes, which aggregate amount is intended to be eligible to qualify as Tier 2 Capital (as defined herein);

**WHEREAS, **the Company has engaged Performance Trust Capital Partners, LLC as its exclusive placement agent (“Placement Agent”) for the offering of the Subordinated Notes;

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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 Bartow Morgan, Jr., 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”);

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AMENDED AND RESTATED

CHANGE IN CONTROL AGREEMENT

THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (this “Agreement”) is made and entered into as of [●], 2026 (the “Effective Date”), by and among Georgia Banking Company, Inc., a bank holding company organized and existing under the laws of the State of Georgia (the “Company”), Georgia Banking Company, a bank organized under the laws of the State of Georgia and a wholly-owned subsidiary of the Company (the “Bank”, and together with the Company, the “Employer”), and [_______________] (the “Executive”). The Employer and the Executive are sometimes hereinafter referred to, collectively, as the “Parties” and, individually, as a “Party.”

WHEREAS, the Employer employs the Executive as a key employee of the Employer;

WHEREAS, the Employer desires to assure itself and the Executive of continuity of management and objective judgment in the event of a Change in Control of the Employer, and to induce the Executive to remain employed with the Employer;

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April 14, 2023

Commerce Street Financial Partners II, LP
1445 Ross Avenue, Suite 2700
Dallas, Texas 75202

	Re:	Stock Subscription Agreement (the “Agreement”), by and between Georgia Banking Company, Inc. and Commerce Street Financial Partners II, L.P

Gentlemen:

Reference is hereby made to the subject Agreement. Capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Agreement.

This letter agreement will memorialize and confirm the mutual understanding of the Company and Purchaser as to the following:

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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 June 17, 2026, is made by and between Georgia Banking Company, Inc., a Georgia corporation (the “Company”) and CF GBC Investors LP, a Delaware limited partnership (the “Investor”). The Company and the Investor shall sometimes be referred to herein collectively, as the “Parties” and individually, as a “Party.”

RECITALS

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Execution Version

LETTER AGREEMENT

Wingshooter Acquisition Corp.

1776 Peachtree Street NW, Suite 100

Atlanta, GA 30309

December 31, 2020

[●]

Dear [●]:

Reference is made to the Stock Purchase Agreement, dated as of December 31, 2020 (the “Agreement”), by and between Wingshooter Acquisition Corp., a Georgia corporation (the “Company”), and [●], a Georgia resident (the “Investor”). 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”). References to the Company in this letter following the Acquisition shall be deemed to be references to Georgia Banking Company. Pursuant to the Agreement, the Investor has agreed to purchase from the Company up to that certain number of shares (the “Shares”) of common stock, par value $0.01 per share, of the Company (the “*

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NONQUALIFIED STOCK OPTION AWARD

PURSUANT TO THE PRIMARY BANCHARES, INC.

2017 LONG-TERM INCENTIVE PLAN

THIS NONQUALIFIED STOCK OPTION AWARD is granted as of the Grant Date by PRIMARY BANCSHSARES, INC. (the “Company”), a bank holding company organized under the laws of the State of Georgia, in favor of __________________________ (the “Optionee”).

Upon and subject to the Terms and Conditions attached hereto and incorporated herein by reference and further subject to the provisions of the Primary Banchares, Inc. 2017 Long-Term Incentive Plan, the Company hereby awards as of the Grant Date to Optionee a nonqualified stock option (the “Option”), as described below, to purchase the Option Shares.

	A.	Grant Date: _______________________.

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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.

AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT is effective as of the 30th day of September, 2026 (the “Effective Date”), by and among Georgia Banking Company, Inc. (the “Company”), a bank holding company organized and existing under the laws of the State of Georgia, Georgia Banking Company (the “Bank”), a bank organized under the laws of the State of Georgia and a wholly-owned subsidiary of the Company (collectively, with the Company, the “Employer”), and Bartow Morgan, Jr., a resident of the State of Georgia (the “Executive”).

WHEREAS, the Company, the Bank and the Executive entered into that certain Employment Agreement, dated as of April 27, 2021 (the “Original Agreement”);

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AMENDMENT TO

INVESTOR RIGHTS AGREEMENT

This Amendment to the Investor Rights Agreement (this “Amendment”) is entered into effective as of June 17, 2026 by and among Georgia Banking Company, Inc., a Georgia corporation (the “Company”), and each of the investors identified on the signature pages hereto (each an “Investor,” and collectively, the “Investors”).

WHEREAS, the Company and the Investors are parties to those certain Investor Rights Agreements, each dated December 31, 2020 (the “Investor Rights Agreements”), pursuant to which the Company granted to the Investors certain rights with respect to board representation; and

WHEREAS, the Company and the Investors have agreed to amend the Investor Rights Agreements as provided for herein;

NOW, THEREFORE, in consideration of the mutual covenants contained in this Amendment, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Investors agree as follows:

1.            Amendments.

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NON-QUALIFIED STOCK OPTION AGREEMENT

PURSUANT TO THE

GEORGIA BANKING COMPANY, INC. AMENDED AND RESTATED 2021 STOCK

INCENTIVE PLAN

Grantee:      __________________________

Grant Date:      __________________________

Per Share Exercise Price: $_______________

Number of Shares subject to this Option: _______________

Expiration Date: ________________________

THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Georgia Banking Company, Inc., a bank holding company organized and existing under the laws of the State of Georgia (the “Company”), and the Grantee specified above, pursuant to the Georgia Banking Company, Inc. Amended and Restated 2021 Stock Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Executive Committee of the Board of Directors of the Company (the “Committee”); and

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NON-QUALIFIED STOCK OPTION AGREEMENT

PURSUANT TO THE

AMENDED AND RESTATED

GEORGIA BANKING COMPANY, INC. 2021 STOCK INCENTIVE PLAN

Grantee:              __________________________

Original Grant Date: ____________________

Date of Assumption:             June 1, 2026

Adjusted Per Share Exercise Price: $_______________

Number of Shares subject to this Option: _______________

Expiration Date: ________________________

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GEORGIA BANKING COMPANY, INC.

AMENDMENT TO THE
PRIMARY BANCSHARES, INC. 2017 LONG-TERM INCENTIVE PLAN

THIS AMENDMENT TO PRIMARY BANCSHARES, INC. 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”);

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