Contract analysis

I. Introduction and Purpose of Letter This letter is sent by Belmont Ridge Bank National Association ("BRB"), a national banking association chartered under 12 U.S.C. § 21 et seq. (OCC Charter No. 48271), to FairLend Digital LLC ("FairLend"), a Delaware limited liability company and Banking-as-a-Service ("BaaS") partner of BRB since FairLend's onboarding onto BRB's BaaS platform in 2022. This letter constitutes a for

II. Background: Regulatory Action and Consent Order BRB writes to inform FairLend that on January 15, 2025, the Office of the Comptroller of the Currency issued Consent Order No. OCC-2025-003 (the "Consent Order") against BRB. The Consent Order identifies significant deficiencies in BRB's BSA/AML compliance program. Specifically, the OCC found that BRB maintained: (a) inadequate Office of Foreign Assets Control ("OFA

III. FairLend's Role and Significance Within BRB's BaaS Program FairLend operates as an online small-business lending platform through BRB's national bank charter under the existing BaaS Program Agreement between the parties, dated as of June 14, 2022, as amended (the "BaaS Program Agreement"). Under that agreement, FairLend originates loans and processes transactions utilizing BRB's charter authority, banking infras

IV. Identified Deficiency Areas Relevant to BaaS Partners Including FairLend Set forth below is a summary of the principal deficiency areas identified in the Consent Order that are relevant to BRB's BaaS partnerships, including its partnership with FairLend. Each of these areas requires FairLend's active cooperation and participation in remediation. A. Customer Due Diligence and Enhanced Due Diligence Failures The Co

V. Specific Demands and Required Commitments In light of the foregoing, BRB hereby makes the following specific demands and sets forth the following required commitments with which FairLend must comply. These demands are issued pursuant to BRB's rights under the BaaS Program Agreement, its obligations under the Consent Order, and its responsibilities as the chartered national bank of record for all FairLend-originate

VI. Amended BaaS Program Agreement — Compliance Addendum BRB hereby informs FairLend that BRB is preparing a model Compliance Addendum (the "Compliance Addendum") to be incorporated into all BaaS partner program agreements. BRB will transmit the Compliance Addendum to FairLend for review and execution in the near term, which BRB anticipates will occur during March 2025. The Compliance Addendum will formalize and memo

VII. Timeline for Compliance BRB requires FairLend to provide written acknowledgment of this letter and formal confirmation of its commitment to comply with the demands set forth herein within ten (10) business days of receipt. Such acknowledgment shall be signed by FairLend's Chief Executive Officer or General Counsel and shall be delivered to the contacts identified in Section X below. FairLend is further required

VIII. Consequences of Non-Compliance BRB wishes to be direct and transparent regarding the consequences of non-compliance. FairLend's failure to cooperate fully, promptly, and in good faith with BRB's remediation demands as set forth in this letter may result in BRB exercising its rights under the existing BaaS Program Agreement, applicable law, and regulation. Such actions may include, but are not limited to: (a) Su

IX. Confidentiality FairLend is hereby instructed that while the existence and general terms of the Consent Order are public, the contents of this letter, the details of BRB's remediation plan, all internal communications between BRB and FairLend relating to the remediation, and any information shared between the parties in connection with the remediation are confidential and proprietary. FairLend may not disclose th

X. Contact Information and Next Steps FairLend shall direct its written acknowledgment of this letter and all related communications to the following individuals: Gregory Nardone General Counsel & Corporate Secretary Belmont Ridge Bank National Association 680 Lexington Avenue, 22nd Floor New York, NY 10022 Email: gnardone@belmontridgebank.com With a copy to: Patricia Langston Chief Compliance Officer Belmont Ridge B

XI. Closing Very truly yours, BELMONT RIDGE BANK NATIONAL ASSOCIATION By: ________ Name: Gregory Nardone Title: General Counsel & Corporate Secretary Date: ________ cc (via email): Patricia Langston, Chief Compliance Officer, Belmont Ridge Bank NA Thomas Ikeda, BSA Officer / AML Program Director, Belmont Ridge Bank NA Warren Ashby, Head of Fintech Partnerships / BaaS Division, Belmont Ridge Bank NA Philip Hartmann, C