Browse EX-10 agreements

CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT LYCIA THERAPEUTICS, INC. TREATS AS PRIVATE OR CONFIDENTIAL.

LICENSE AGREEMENT

THIS LICENSE AGREEMENT (this “Agreement”) dated as of July 1, 2025 (the “Effective Date”), is entered into between Lycia Therapeutics, Inc., a Delaware corporation with an address at 400 East Jamie Ct., Suite 200, South San Francisco, CA 94080 (“Lycia”) and RSR Limited, a company incorporated in England and Wales with company number 03766047 and an address at Pare Ty Glas, Llanishen, Cardiff, CF14 5DU, UK (“RSR”). The parties agree as follows:

1.    DEFINITIONS. For purposes of this Agreement, the terms defined in this Section 1 shall have the respective meanings set forth below:

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LYCIA THERAPEUTICS, INC.

2020 EQUITY INCENTIVE PLAN

As Adopted on March 3, 2020

As Amended on June 30, 2020

As Amended on August 6, 2020

As Amended on September 30, 2020

As Amended on August 31, 2021

As Amended on December 9, 2021

As Amended on April 26, 2024

As Amended on June 9, 2026

1.    General.

(a)    Eligible Stock Award Recipients. Employees, Directors and Consultants are eligible to receive Stock Awards.

(b)    Available Stock Awards. The Plan provides for the grant of the following types of Stock Awards: (i) Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii) Stock Appreciation Rights, (iv) Restricted Stock Awards, (v) Restricted Stock Unit Awards and (vi) Other Stock Awards.

(c)    Purpose. The Plan, through the grant of Stock Awards, is intended to help the Company secure and retain the services of eligible award recipients, provide incentives for such persons to exert maximum efforts for the success of the Company and any Affiliate and provide a means by which the eligible recipients may benefit from increases in value of the Common Stock.

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NEW ICELAND ARCTIC ACQUISITION CORP.

c/o Walkers Corporate Limited

190 Elgin Avenue

George Town, Grand Cayman KY1-9008

Cayman Islands

June 24, 2026

New Iceland Arctic Acquisition Sponsor LLC

1300 Jackson Street, Suite 100

Golden, CO 80401

	RE:	Securities Subscription Agreement

Ladies and Gentlemen:

New Iceland Arctic Acquisition Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer New Iceland Arctic Acquisition Sponsor LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), has made to subscribe for 3,593,750 Class B ordinary shares of the Company, $0.0001 par value per share (“Class B Ordinary Shares”, or each a “Share” and together, the “Shares”), up to 468,750 of which are subject to forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “**Over-allotment

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October 2, 2026

New Iceland Arctic Acquisition Corp.

1300 Jackson Street, Suite 100

Golden, CO 80401

	Re:	Initial Public Offering

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 New Iceland Arctic Acquisition Corp., a Cayman Islands exempted company (the ”Company”), and Chardan Capital Markets, LLC (the ”Underwriter”), relating to an underwritten initial public offering (the ”IPO”) of the Company’s units (the ”Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (each an ”Ordinary Share”), -one redeemable warrant to purchase one Ordinary Share (each, a ”Warrant”), and one right to receive one-fourth (1/4) of one Class A ordinary share upon the consummation of the Company’s initial Business Combination (each, a “Right”). Each Warrant entitles the holder thereof to purchase one Ordinary

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PRIVATE PLACEMENT UNIT PURCHASE AGREEMENT

This PRIVATE PLACEMENT UNIT PURCHASE AGREEMENT (this “Agreement”) is made as of the 2nd day of October 2026, by and between New Iceland Arctic Acquisition Corp., a Cayman Islands exempted company (the “Company”), having its principal place of business at 1300 Jackson Street, Suite 100, Golden, CO 80401, and New Iceland Arctic Acquisition Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”).

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PRIVATE PLACEMENT UNIT PURCHASE AGREEMENT

This PRIVATE PLACEMENT UNIT PURCHASE AGREEMENT (this “Agreement”) is made as of the 2nd day of October 2026, by and between New Iceland Arctic Acquisition Corp., a Cayman Islands exempted company (the “Company”), having its principal place of business at 1300 Jackson Street, Suite 100, Golden, CO 80401, and Chardan Capital Markets, LLC (the “Purchaser”).

WHEREAS, the Company desires to sell to the Purchaser on a private placement basis (the “Offering”) an aggregate of 200,000 Units (the “Initial Units”) of the Company, each Initial Unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Unit Share”), one redeemable warrant (each, a “Warrant” and collectively, the “Warrants”) to purchase one Class A ordinary share (the “Warrant Shares”) to be governed by the Warrant Agreement (as defined herein), and one right (each, a “Right” and collectively, the “Rights”) to receive one-fourth (1/4) of one Class A ordinary share (the “Right Shares”) upon the consumm

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 2nd day of October, 2026, by and among New Iceland Arctic Acquisition Corp., a Cayman Islands exempted company (the “Company”), New Iceland Arctic Acquisition Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), Chardan Capital Markets, LLC (“Chardan”), and the undersigned parties listed under Investors on the signature page hereto (each, a “Holder” and collectively, the “Holders”).

RECITALS

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INDEMNIFICATION AGREEMENT

NEW ICELAND ARCTIC ACQUISITION CORP.

This Agreement is made and entered into as of October 2, 2026 between New Iceland Arctic Acquisition Corp., a Cayman Islands exempted company (the “Company”), and __________________ as a director of the Company (“Director”).

RECITALS:

A.At the request of the Company, Director will serve as a director of the Company. As such, Director may be subjected to claims, suits or Proceedings (as herein defined);

B.Director has indicated that it is a condition of Director’s acceptance and continuing in such service that, among other things, the Company agrees to indemnify Director against liabilities, expenses and costs incurred in connection with any such claims, suits or proceedings, in accordance with, and to the fullest extent permitted by, the Companies Act (As Revised) of the Cayman Islands; and

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INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 2, 2026 by and between New Iceland Arctic Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1 (File No. 333-[●]) (the “Registration Statement”), including a prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”), each of which consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), one redeemable public warrant entitling the holder thereof to purchase one Ordinary Share, and one right to receive one-fourth (1/4) of one Class A ordinary share (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;

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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.

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”).

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** **

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.

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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

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