Contract analysis

1. SCOPE OF REPRESENTATION 1.1 General Scope C&H is being engaged to serve as outside regulatory counsel to BRB in connection with the Bank Secrecy Act/Anti-Money Laundering ("BSA/AML") and sanctions compliance-program uplift necessitated by OCC Consent Order No. OCC-2025-003, dated January 15, 2025. The Consent Order requires BRB to undertake a comprehensive remediation of its BSA/AML compliance program and its Offi

2. ENGAGEMENT PHASES AND TIMELINE The engagement is organized into two principal phases, as described below. The phases are intended to align with the key milestones and deadlines established by the Consent Order. C&H and BRB will work together to develop detailed work plans for each phase and to adjust the timeline as necessary in response to regulatory developments or changes in scope. 2.1 Phase 1: Assessment & Rem

3. ENGAGEMENT TEAM 3.1 Responsible Partner Philip Hartmann, Partner, Banking & Finance Practice Group, will serve as the Responsible Partner for this engagement. Mr. Hartmann will be BRB's primary point of contact at C&H and will have overall responsibility for the quality, direction, and supervision of all legal services provided in connection with this matter. Mr. Hartmann brings over twenty-two years of experience

4. FEES AND BILLING 4.1 Hourly Rates Professional services rendered in connection with this engagement will be billed at the following hourly rates, which are effective for the 2025 calendar year: Hourly rates for any additional attorneys, paralegals, or other timekeepers assigned to the engagement will be communicated to BRB at the time of their assignment, prior to the commencement of any work by such personnel on

5. CLIENT IDENTIFICATION The client in this engagement is Belmont Ridge Bank National Association, and no other entity or person. C&H does not represent Belmont Ridge Financial Group, Inc. (the holding company), any other subsidiary or affiliate of BRB or BRFG, or any individual officer, director, or employee of BRB or BRFG in connection with this engagement. All communications and legal advice provided by C&H in con

6. CONFLICTS OF INTEREST C&H has conducted a comprehensive conflicts check in connection with this engagement (Conflicts Check No. CC-2025-01124). Based on the results of that check, C&H has identified no disqualifying conflicts of interest that would preclude this engagement under applicable rules of professional conduct. The parties checked in connection with the conflicts review include: Belmont Ridge Bank Nationa

7. CONFIDENTIALITY AND PRIVILEGE 7.1 Attorney-Client Privilege All communications between C&H and BRB in connection with this engagement are intended to be confidential and protected by the attorney-client privilege and/or the work-product doctrine to the fullest extent permitted by applicable law. BRB should take care to maintain the confidentiality of privileged communications and should not disclose such communica

8. DOCUMENT RETENTION C&H will maintain files related to this engagement in accordance with C&H's standard document retention policies, as amended from time to time. Engagement files will be maintained for a minimum period following the conclusion of the engagement, as set forth in C&H's firm-wide retention schedule, and may thereafter be destroyed in the ordinary course without further notice to BRB, except to the e

9. TERMINATION 9.1 Termination by BRB BRB may terminate this engagement at any time and for any reason by providing written notice to C&H at the address set forth in Section 12.4 below. Termination shall be effective upon C&H's receipt of such written notice, or on such later date as may be specified in the notice. Upon termination, BRB shall be responsible for payment of all fees earned and expenses incurred by C&H

10. LIMITATION OF LIABILITY To the fullest extent permitted by applicable law and the rules of professional conduct governing C&H's practice, C&H's aggregate liability to BRB in connection with this engagement — whether arising in contract, tort, or otherwise — shall not exceed the total amount of professional fees actually paid by BRB to C&H under this Engagement Letter. This limitation of liability shall not apply

11. GOVERNING LAW AND DISPUTE RESOLUTION This Engagement Letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. The parties consent to the personal jurisdiction of the state and federal courts located in the Borough of Manhattan, City of New York, for any action or proceeding arising out of or relating to this Engagement Lette

12. MISCELLANEOUS PROVISIONS 12.1 Entire Agreement This Engagement Letter constitutes the entire agreement between C&H and BRB with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, proposals, negotiations, understandings, representations, and agreements, whether written or oral, relating to the terms and conditions of this engagement. There are no oral or written agreemen