0001104659-26-113366 Sample Contracts

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. REGISTRATION RIGHTS...
Registration Rights Agreement • October 2nd, 2026 • Georgia Banking Co Inc • State commercial banks • Georgia

This Registration Rights Agreement (this “Agreement”) is dated as of June 17, 2026 by and between Georgia Banking Company, Inc., a Georgia corporation (the “Company”), and each of the investors identified on the signature pages hereto (individually, a “Purchaser” and collectively, the “Purchasers”).

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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 • October 2nd, 2026 • Georgia Banking Co Inc • State commercial banks • Georgia

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”).

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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. SUBORDINATED NOTE...
Subordinated Note Purchase Agreement • October 2nd, 2026 • Georgia Banking Co Inc • State commercial banks • New York

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”).

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AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • October 2nd, 2026 • Georgia Banking Co Inc • State commercial banks • Georgia

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.”

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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. STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • October 2nd, 2026 • Georgia Banking Co Inc • State commercial banks • Georgia

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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CONFIDENTIAL
Placement Agent Agreement • October 2nd, 2026 • Georgia Banking Co Inc • State commercial banks • New York

This letter and placement agent agreement (the “Agreement”) confirms the engagement of Performance Trust Capital Partners, LLC (“Performance Trust”) by Georgia Banking Company, Inc. (the “Company”) to act as financial advisor in connection with the Company’s evaluation of a public offering (“Offering”), including the proposed registration for resale, of equity securities (the “Securities”) of the Company (the “Transaction”) to one or more investors (“Investors”).

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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. INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • October 2nd, 2026 • Georgia Banking Co Inc • State commercial banks

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.”

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LETTER AGREEMENT Wingshooter Acquisition Corp. Atlanta, GA 30309 December 31, 2020
Letter Agreement • October 2nd, 2026 • Georgia Banking Co Inc • State commercial banks

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 “Common Stock”) indicated on the Investor’s signature page to the Agreement. As an induc

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Re: Stock Subscription Agreement (the “Agreement”), by and between Georgia Banking Company, Inc. and Commerce Street Financial Partners II, L.P
Letter Agreement • October 2nd, 2026 • Georgia Banking Co Inc • State commercial banks

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

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VCOC LETTER AGREEMENT Wingshooter Acquisition Corp. Atlanta, GA 30309 December 31, 2020
Vcoc Letter Agreement • October 2nd, 2026 • Georgia Banking Co Inc • State commercial banks

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 Patriot Financial Partners III, L.P., a Delaware limited partnership (the “VCOC 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 VCOC Investor has agreed to purchase from the Company that certain number of shares (the “Shares”) of common stock, par value $0.01 per share, of the Company (the “Common Stock”) equal to the lesser of

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NON-QUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE AMENDED AND RESTATED GEORGIA BANKING COMPANY, INC. 2021 STOCK INCENTIVE PLAN
Non-Qualified Stock Option Agreement • October 2nd, 2026 • Georgia Banking Co Inc • State commercial banks • Georgia

THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of Date of Assumption 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. 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”);

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INCENTIVE STOCK OPTION AGREEMENT PURSUANT TO THE GEORGIA BANKING COMPANY, INC. AMENDED AND RESTATED 2021 STOCK INCENTIVE PLAN
Incentive Stock Option Agreement • October 2nd, 2026 • Georgia Banking Co Inc • State commercial banks • Georgia

THIS INCENTIVE 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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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
Investor Rights Agreement • October 2nd, 2026 • Georgia Banking Co Inc • State commercial banks

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.”

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INCENTIVE STOCK OPTION AGREEMENT PURSUANT TO THE GEORGIA BANKING COMPANY, INC. 2021 STOCK INCENTIVE PLAN
Incentive Stock Option Agreement • October 2nd, 2026 • Georgia Banking Co Inc • State commercial banks • Georgia

THIS INCENTIVE STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of Date of Assumption 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. 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”);

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SECOND AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 2nd, 2026 • Georgia Banking Co Inc • State commercial banks • Georgia

This Second Amendment to the Registration Rights Agreement (this “Amendment”) is entered into effective as of November 24, 2025 by and among Georgia Banking Company, Inc. (as successor in interest to Wingshooter Acquisition Corp.), a Georgia corporation (the “Company”), and each of the investors listed on Schedule A hereto (each an “Investor,” and collectively, the “Investors”).

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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. AGREEMENT AND PLAN OF...
Agreement and Plan of Merger • October 2nd, 2026 • Georgia Banking Co Inc • State commercial banks • Georgia

AGREEMENT AND PLAN OF MERGER, dated October 9, 2024 (this “Agreement”), between Georgia Banking Company, Inc., a Georgia corporation (“GBC”), and Primary Bancshares Corporation, a Georgia corporation (“Primary”).

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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. AGREEMENT AND PLAN OF...
Agreement and Plan of Merger • October 2nd, 2026 • Georgia Banking Co Inc • State commercial banks • Georgia

AGREEMENT AND PLAN OF MERGER, dated February 24, 2026 (this “Agreement”), between Georgia Banking Company, Inc., a Georgia corporation (“GBC”), and Tandem Bancorp, Inc., a Georgia corporation (“Tandem”);

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FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 2nd, 2026 • Georgia Banking Co Inc • State commercial banks • Georgia

This First Amendment to the Registration Rights Agreement (this “Amendment”) is entered into effective as of November 20, 2024 by and among Georgia Banking Company, Inc. (as successor in interest to Wingshooter Acquisition Corp.), a Georgia corporation (the “Company”), and each of the investors listed on Schedule A hereto (each an “Investor,” and collectively, the “Investors”).

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LOAN AND SECURITY AGREEMENT By and Between GEORGIA BANKING COMPANY, INC. and SERVISFIRST BANK June 10, 2025
Loan and Security Agreement • October 2nd, 2026 • Georgia Banking Co Inc • State commercial banks • Alabama

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”).

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AMENDMENT TO INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • October 2nd, 2026 • Georgia Banking Co Inc • State commercial banks • Georgia

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”).

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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
Restricted Stock Unit Award Agreement • October 2nd, 2026 • Georgia Banking Co Inc • State commercial banks • Georgia

THIS RESTRICTED STOCK UNIT 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 GEORGIA BANKING COMPANY, INC. AMENDED AND RESTATED 2021 STOCK INCENTIVE PLAN
Non-Qualified Stock Option Agreement • October 2nd, 2026 • Georgia Banking Co Inc • State commercial banks • Georgia

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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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
Investor Rights Agreement • October 2nd, 2026 • Georgia Banking Co Inc • State commercial banks
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RESTRICTED STOCK UNIT AWARD AGREEMENT (Performance Based) PURSUANT TO THE Georgia Banking Company, Inc. Amended and Restated 2021 Stock Incentive Plan
Restricted Stock Unit Award Agreement (Performance Based) • October 2nd, 2026 • Georgia Banking Co Inc • State commercial banks • Georgia

THIS RESTRICTED STOCK UNIT 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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