Browse EX-10 agreements

FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated [ ], 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Ares Acquisition Corporation III, a Cayman Islands exempted company (the “Company”), and Ares Acquisition Holdings III LP, a Cayman Islands exempted limited partnership, acting through its general partner, Ares Acquisition Holdings III (the “Purchaser”).

WHEREAS, the Company intends to complete an initial public offering of the Company’s units (the “Public Offering”), each unit consisting of one Class A Ordinary Share, par value $0.0001 per share, of the Company (an “Ordinary Share”), and one-tenth of one redeemable warrant. Each whole warrant entitles the holder to purchase one Ordinary Share at $11.50 per share, at a price of $1.50 per warrant.

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BAYCOAST BANK

NONQUALIFIED DEFERRED COMPENSATION PLAN

This document is drafted with the intent that it comply with Internal Revenue Code Section 409A and regulations promulgated thereunder.

NFP Executive Benefits has provided you this specimen document strictly in its capacity as an employee benefits consulting firm and plan recordkeeper. NFP Executive Benefits does NOT provide legal, tax or accounting consultation or advice. It is NFP Executive Benefits’ recommendation that you seek appropriately specialized professional consultation regarding the information and/or material contained herein.

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BayCoast Bank

Nonqualified Deferred Compensation Plan

Table of Contents

 

Article 1

  

Definitions

  

 

1

 

 

1.1

  

Account

  

 

1

 

 

1.2

  

Administrator

  

 

1

 

 

1.3

  

Board

  

 

1

 

 

1.4

  

Bonus

  

 

1

 

 

1.5

  

Change-in-Control

  

 

1

 

 

1.6

  

Code

  

 

1

 

 

1.7

  

Commissions

  

 

2

 

 

1.8

  

Compensation

  

 

2

 

 

1.9

  

Deferrals

  

 

2

 

 

1.10

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BAYCOAST BANK

SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT

BAYCOAST BANK

SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT

THIS SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT (“Agreement”) is entered into this 13th day of June, 2014, between BAYCOAST BANK (“Bank”), a bank located in Swansea, Massachusetts, and JAMES F. WALLACE (“Executive”).

Article 1

Benefits Tables

The following tables describe the benefits available to the Executive, or the Executive’s Beneficiary, upon the occurrence of certain events. Capitalized terms have the meanings given them in Article 3. Except for death, each benefit described is in lieu of any other benefit herein.

Table A: Retirement Benefit

Normal Retirement Age (“NRA”) = Sixty-five (65)

 

 

Distribution Event

 

 

 

Amount of Benefit

 

 

 

Form of Benefit

 

  

 

Timing of Benefit Distribution

 

Separation from Service following Normal Retirement Age

 

S25,000 per year

 

Annual installments

  

Payments begin: 1st day of the second month following Separation from Service

 

Duration: 15 years

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January 2026

 

 

 

BayCoast Bank

Swansea, Massachusetts

INCENTIVE COMPENSATION PLAN

2026

 

 

 

 

  

Prepared By:

 

Scott P. Lopes, SVP Chief

Human Resources and Talent Officer

 

Approved By:

 

HR & Compensation Committee

January 26, 2026

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January 2026

BayCoast Bank

Swansea, Massachusetts

INCENTIVE COMPENSATION PLAN

Table of Contents

 

 

  

Page       

  

 

Introduction and Highlights of Incentive Plan for 2026

  

3

  

Incentive Plan

  

  

Section I - Definitions

  

5

  

Section II – Eligibility to Participate

  

6

  

Section III - Activating the Plan

  

6

  

Section IV - Calculation of Awards

  

6

  

Section V - Distribution of Awards

  

7

  

Section VI - Plan Administration

  

7

  

Section VII - Amendment, Modification, Suspension or Termination

  

7

  

Section VIII - Effective Date of the Plan

  

8

  

Section IX - Employer Relations with Participants

  

8

  

Section X - Governing Law

  

8

  

Section XI – Chair & CEO/President’s Discretion

  

8

  

Section XII-Clawback Provision

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BAYCOAST BANK

ENDORSEMENT SPLIT DOLLAR LIFE INSURANCE AGREEMENT

BAYCOAST BANK

ENDORSEMENT SPLIT DOLLAR LIFE INSURANCE AGREEMENT

THIS ENDORSEMENT SPLIT DOLLAR LIFE INSURANCE AGREEMENT (“Agreement”) is made and entered into this _____ day of ________, 20___, by and between BAYCOAST BANK (“Bank”), a bank located in Swansea, Massachusetts, and __________________ (“Executive”).

The purpose of this Agreement is to retain and reward the Executive, by dividing the death proceeds of certain life insurance policies which are owned by the Bank on the life of the Executive with the designated beneficiary of the Executive. The Bank will pay the life insurance premiums from its general assets.

Article 1

Definitions

Whenever used in this Agreement, the following terms shall have the meanings specified:

 

1.1

“Bank’s Interest” means the benefit set forth in Section 2.1.

 

1.2

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BayCoast Bank

  

Supplemental Directors Retirement Agreement

BAYCOAST BANK

SUPPLEMENTAL DIRECTOR RETIREMENT AGREEMENT

THIS SUPPLEMENTAL DIRECTOR RETIREMENT AGREEMENT (“Agreement”) is entered into this    day of       , between BAYCOAST BANK (“Bank”), a bank located in Swansea, Massachusetts, and        (“Director”).

Article 1 – Benefits Tables

The following tables describe the benefits available to the Director, or the Director’s Beneficiary, upon the occurrence of certain events. Capitalized terms have the meanings given them in Article 3. Except for death, each benefit described is in lieu of any other benefit herein.

Table A: Retirement Benefit

Normal Retirement Age (“NRA”) = 72

 

 

Distribution Event

 

  

 

Amount of Benefit

 

  

 

Form of Benefit

 

  

 

Timing of Benefit Distribution*

 

Separation of Service following Normal Retirement Age

  

Forty-five percent (45%) of Average Annual Director Fee Amount, as of Separation from Service

  

Annual installments

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EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is made and entered into as of the 28th day of May 2026, to be effective as of the Effective Date as defined in Section 19 below, by and between BayCoast Bank (the “Bank”) and Marie Pellegrino (the “Executive”). Any reference to the “Company” shall mean Narragansett Bancorp, Inc., the holding company of the Bank.

RECITALS

WHEREAS, the Executive is presently serving as the President of the Bank; and

WHEREAS, the BayCoast Bank and Narragansett Financial Corporation has adopted a Plan of Holding Company Reorganization (the “Reorganization”); and

WHEREAS, the parties desire to enter into this Agreement to induce the Executive to continue employment with the Bank, 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:

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AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE

RETIREMENT AGREEMENT

THIS AGREEMENT, made and entered into this 15th day of October, 2008, by and between Citizens-Union Savings Bank, a bank organized and existing under the laws of the Commonwealth of Massachusetts (hereinafter referred to as the “Bank”), and Nicholas M. Christ, an Executive of the Bank (hereinafter referred to as the “Executive”), a member of a select group of management and highly compensated employees of the Bank, shall amend and restate the Supplemental Executive Retirement Plan dated as of the first day of February, 1989, and all subsequent Amendments pertaining thereto,

WHEREAS, the Executive has been and continues to be a valued Executive of the Bank;

WHEREAS, the purpose of this Agreement is to further the growth and development of the Bank by providing the Executive with supplemental retirement income, and thereby encourage the Executive’s productive efforts on behalf of the Bank and the Bank’s depositors, and to align the interests of the Executive and those depositors.

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EXECUTIVE SALARY CONTINUATION AGREEMENT

THIS AGREEMENT, made and entered into this 20th day of August 2007, by and between Citizens-Union Savings Bank, a bank organized and existing under the laws of the Commonwealth of Massachusetts (hereinafter referred to as the “Bank”), and Carl Taber, an Executive of the Bank (hereinafter referred to as the “Executive”).

WHEREAS, the Executive has been and continues to be a valued Executive of the Bank, and is now serving the Bank;

WHEREAS, it is the consensus of the Executive Committee that the Executive’s employment with the Bank in the past has been of exceptional merit and has constituted an invaluable contribution to the general welfare of the Bank in bringing the Bank to its present status of operating efficiency and present position in its field of activity;

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SECURITIES TRANSFER AGREEMENT

 

This Securities Transfer Agreement is dated as of [•], 2026 (this “Transfer”), by and among Southern Cross Acquisition I Sponsor Corp., a Cayman Islands exempted company (the “Seller”), Southern Cross Acquisition I Corp. , a Cayman Islands exempted company (the “Company”), and the parties identified on the signature page hereto (each a “Buyer” and collectively, the “Buyers”).

 

WHEREAS, on the terms and subject to the conditions set forth in this Transfer, the Seller wishes to transfer to the Buyers ordinary shares, $0.0001 par value (“Ordinary Shares”) of the Company, a newly-organized blank check company, or special purpose acquisition company, formed for the purpose of effecting a merger, stock exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”), and the Buyers wish to purchase and receive such Initial Shares (as defined below) from the Seller.

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PRIVATE UNIT SUBSCRIPTION AGREEMENT

BETWEEN THE REGISTRANT AND THE SPONSOR

 

Southern Cross Acquisition I Corp.

1412 Broadway, 21st Floor Suite 21V

New York, NY 10018

 

[__], 2026

 

Ladies and Gentlemen:

 

Southern Cross Acquisition I Corp. (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection with its initial public offering (“IPO”), pursuant to a registration statement on Form S-1 (File No. 333-[ ]) (“Registration Statement”).

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[__], 2026

 

Southern Cross Acquisition I Corp.

1412 Broadway, 21st Floor Suite 21V

New York, NY 10018

 

Re: Initial Public Offering

 

Ladies and Gentlemen:

 

This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Southern Cross Acquisition I Corp., a Cayman Islands company (the “Company”), and D. Boral Capital LLC, as representative (the “Representative”) of the several underwriters named on Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Share”), one redeemable warrant, with each whole warrant to acquire one Ordinary Share (the “Warrants”), and one right to receive one-fourth (1/4) of one Ordinary Share (the “Rights”). Certain capitalized terms used herein are defined in paragraph 14 hereof.

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