Browse EX-10 agreements

EASTHAMPTON SAVINGS BANK

NON-QUALIFIED DEFERRED COMPENSATION PLAN

FOR SELECTED SENIOR EXECUTIVES

WHEREAS, Easthampton Savings Bank, a bank organized and existing under the laws of Massachusetts (the “Bank”), acting by and through the Executive Committee of its Board of Directors pursuant to resolutions approved at the June 14, 2017 meeting of the Executive Committee of the Board of Directors, has established this Non-Qualified Deferred Compensation Plan for Selected Senior Executives (as amended or restated from time to time by the Bank, the “Plan”), effective as of January 1, 2017 (the “Effective Date”); and

WHEREAS, the Plan is an unfunded, non-qualified deferred compensation arrangement maintained for a select group of management or highly compensated employees, as that term is used in Section 201(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and shall be interpreted in accordance with, and shall comply in form and operation with, Section 409A of the Code.

1. Meanings of Capitalized Terms; Plan Eligibility Requirements

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[FORM OF] EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is made and entered into effective as of [Insert Closing Date] (the “Effective Date”) by and between TruNorth Bank, with its principal place of business in Easthampton, Massachusetts (the “Bank”) and [*] (the “Executive”). Any reference to the “Company” shall mean Hometown Financial Group, Inc., a Maryland corporation and the holding company of the Bank.

RECITALS

WHEREAS, the Executive is presently serving as the [*] of the Bank and the Company; and

WHEREAS, the parties desire to enter into this Agreement to induce the Executive to continue employment with the Bank and the Company, and to provide further incentive for the Executive to achieve the financial and performance objectives of the Bank and the Company.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, and upon the other terms and conditions hereinafter provided, the parties hereby agree as follows:

1.Position and Responsibilities.

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Beverly Bank

Endorsement Split-Dollar Life Insurance

Participation Agreement

I, Michael Wheeler, hereby elect to participate in Beverly Bank’s Endorsement Split-dollar Life Insurance Agreement as of December 1, 2017.

1. If I am employed by Beverly Bank (“Employer”) upon my death, my beneficiary will be entitled to receive the lesser of three (3) times my then-annual salary or the net amount at risk at the time of death from the proceeds of the following life insurance policies (“Policy”). If I am not employed or retired from Employer upon my death, my Beneficiary will be entitled to receive the lesser of $500,000.00 or the net amount at risk at the time of death from the proceeds of the life insurance Policy. Net amount at risk is defined as the death benefit of the Policy minus the cash surrender value. Such benefit will be paid from the Policy provided the Policy and the Plan are effective and in force on the date of my death. Employer will have no obligation to provide this benefit if the Policy is not in force on the date of my death.

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BEVERLY COOPERATIVE BANK

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

This Supplemental Executive Retirement Plan (the “Plan”) is effective as of January 1, 2013. This Plan is adopted by BEVERLY COOPERATIVE BANK (the “Bank”) for the benefit of certain key employees, (“Executive” or “Executives”), who have been selected and approved by the Bank to participate in this Plan and who have evidenced their participation by execution of a Supplemental Executive Retirement Plan Participation Agreement (“Participation Agreement”) in a form provided by the Bank. This Plan is intended to comply with Internal Revenue Code (“Code”) Section 409A and any regulatory or other guidance issued under such Section.

WHEREAS, the Bank recognizes the valuable services performed for it by the Executives and wishes to encourage their continued employment and to provide them with additional incentive to achieve corporate objectives; and

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[Form of]

North Shore Bank

AMENDED AND RESTATED DIRECTORS’ RETIREMENT PLAN

1. PURPOSE.It is the purpose of this Plan to recognize and reward Directors for services and contributions to the North Shore Bank. Subject to the terms of the Plan, Directors will receive a continuing benefit from the Bank upon retirement or death. This Plan amends and restates in its entirety the North Shore Bank Director Fee Continuation Plan.

2. DEFINITIONS.

(a) Bankshall mean North Shore Bank, a co-operative Bank, organized and existing under the laws of The Commonwealth of Massachusetts, and any present or future parents, subsidiaries or affiliates.

(b) Director(s)shall mean persons duly elected as such and who are not compensated employees of the Bank.

(c) Planshall mean the terms, conditions and benefits provided by this document and any amendment or restatement of this document.

(d) Year of Serviceshall mean service as a Director for any full calendar year with the Bank or any bank that is a corporate predecessor to the Bank. The year of election shall be deemed a full year.

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[FORM OF] CHANGE IN CONTROL AGREEMENT

This Change in Control Agreement (the “Agreement”) is made and entered into effective as of [Insert Date of Conversion] by and between TruNorth Bank, with its principal place of business in Easthampton, Massachusetts (the “Bank”) and [name] (the “Executive”). When used in this Agreement, the term “Company” shall refer to Hometown Financial Group, Inc., a Maryland corporation and the holding company of the Bank.

WITNESSETH

WHEREAS, the Executive is presently serving as the [title] of the Bank; and

WHEREAS, to induce the Executive to remain in the employ of the Bank and in consideration of the Executive’s agreeing to remain in the employ of the Bank, the parties desire to specify the severance benefits due to the Executive in the event the Executive’s employment with the Bank terminates under specified circumstances.

NOW THEREFORE, in consideration of the mutual agreements herein contained, and upon the other terms and conditions hereinafter provided, the parties hereby agree as follows:

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[Form of]

Director’s Deferred Fees Plan

Hometown Bank

Restatement Effective February 22, 2018

(1) Preamble; Plan History; Effective Date of Current Restatement

This plan, the Director’s Deferred Fees Plan (the “Plan”) is sponsored by Hometown Bank. It was initially established on May 1, 2000, and was restated effective May 28, 2013.

Subsequently, the Plan’s benefits under Section 5 were twice increased, by a majority vote of the full Board of Directors of Hometown Bank, in meetings held on August 28, 2014 and December 22, 2016.

This current restatement of the Plan is effective February 22, 2018, reflecting a Board of Directors meeting held on that date. The effective date of this current restatement shall apply, regardless of the date of this restatement’s execution. This current restatement of the Plan supersedes all prior restatements.

(2) Definitions

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CONSULTING AGREEMENT This Consulting Agreement (the "Agreement") dated as of June 1 , 2022 , (the "Effective Date"), is by and between Tech Associates Inc . , (the "Consultant") with an address for mailing purposes at 460 Brannan Street, Suite 78064 , San Francisco, CA 94107 and Rafex Pty, Ltd . and Sakha Enterprises Corp . ("the Client") with an address for mailing purposes of 168 Stirling Highway, Nedlands, WA, Australia 6009 . RECITALS A. Th . e Client desires to retain the Consultant for the purpose of·providing consulting and assisting with maintaining compliance over its publicly - traded entity, Sakha Enterprises Corp . (SAKH) principally controlled by Rafex Pty, Ltd . , to coordinate and provide support to its legal counsel as necessary . B. The Consultant desires to provide the services under this Agreement and represents that it is qualified to perform such services . All work performed is being performed on a "best efforts'' basis and that no guarantees or warranties a . re given or expressed within this Agreement . NOW, THEREFORE, in consideration for the mutual promises,

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UNSECURED LOAN AGREEMENT

by and between

ROBERT FRANCIS DAVIES TRUST

(as Lender)

and

RAFEX GOLD CORP.,

RAFEX PTY LTD., and

TRIPLE TWENTY PTY LTD.

(collectively, as Borrowers)

* *

Dated: September 28, 2021

** **

1.	PARTIES

This Unsecured Loan Agreement (this "Agreement") is entered into as of September 28, 2021 (the "Effective Date") by and between the following parties:

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DEBT CONVERSION AND REVENUE SHARING AGREEMENT by and between ROBERT FRANCIS DAVIES TRUST (as Lender) and RAFEX GOLD CORP., RAFEX PTY LTD., and TRIPLE TWENTY PTY LTD. (collectively, as Borrowers) Dated: May 18, 2026 1. PARTIES This Debt Conversion and Revenue Sharing Agreement (this "Agreement") is entered into as of May 18 , 2026 (the "Effective Date") by and between the following parties : (a) ROBERT FRANCIS DAVIES TRUST, a trust established under the laws of Australia, also known as Frank Davies, c/o Eleven Corporate Pty Ltd . , Level 2 , 7 Havelock Street, West Perth, Western Australia 6005 ; PO Box 369 , Nedlands, Western Australia 6909 (the "Lender") ; and (b) RAFEX GOLD CORP . , a corporation incorporated under the laws of the State of Wyoming, United States of America ; RAFEX PTY LTD . , an Australian proprietary limited company ; and TRIPLE TWENTY PTY LTD . , an Australian proprietary limited company (collectively, the "Borrowers" and each individually a "Borrower"), all having their principal address at 1912 Capitol Avenue, Suite 500 , Cheyenne, Wyoming 82001 , USA . The Len

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SERVICES AGREEMENT

Between Rafex Pty Ltd (Client) and Modern Mag Pty Ltd (the Service

Provider). each a Party and together the Parties

CLIENT		SERVICE PROVIDER
Rafex Pty Ltd		Modern Mag Pty Ltd
ACN: 658 300 693		ACN: 150 446 432
Western Australia, Australia		Victoria 3029, Australia

Background

A. Rafex is an Australian mineral exploration company_

B. **Modern Mag **is an Australian mineral exploration services company that provides exploration-related services.

C. The Client wishes to engage Modern Mag to provide the Services on the terms and conditions set out in this Agreement.

Agreed Terms

** **

** **

1. Definitions and Interpretation

1.1 In this Agreement, unless the context otherwise requires:

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AGREEMENT TO MINE, PROCESS AND OPERATE 1 THIS AGREEMENT is made on the BETWEEN 1. DATGEO MINERALS SON BHO (Company No.1453020 - W), a company incorporated in Malaysia and having its registered office address at Lot 10, Semambu Industrial Area, 25350, Kuantan, Pahang, Datul Makmur , ("OM"); Day of the Month of December 2024. 2. RAFEX PTY LTD (Company ABN - 29658300693 ), a company incorporated in Australia _and having it $ business address at No . 27 ,Skypac Drive, Truganina, Victoria, 3029 ("RFX") . 3. DATGEO SDN BHO (Company No . 1063860 - W), a company incorporated in Malaysia and having its registered office address at Lot 10 , Semambu Industrial Area, 25350 , Kuantan , Pahang, Datul Makmur , ("DGO") (Each of OM, DGO and RFX shall be referred to as a "Party", and collectively as "Parties"). WHEREAS: A . DATGEO SON BHD (OGO) has undertaken an Exploration and Mining Agreement, dated 4 th July 2023 , w � th ARAS KUASA SON BHD, the rightful holder of Mining Licence No . 05 / 2021 ("ML 0 S/ 2021 "), as stated, for the exploration, mining, processing, recovering and sell and/or trade o

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