Contract analysis

Section 1.1 As used in this Agreement, the following terms shall have the meanings ascribed to them below. Capitalized terms used but not defined in this Article I shall have the meanings assigned to them elsewhere in this Agreement. "Agreement" means this Independent Consultant Engagement Agreement, including all Appendices and Schedules attached hereto and incorporated herein by reference, as may be amended from ti

ARTICLE II — ENGAGEMENT AND APPOINTMENT

Section 2.1 — Appointment. BRB hereby engages Thornfield as its independent consultant pursuant to Article VII of the Consent Order, and Thornfield hereby accepts such engagement, subject to the terms and conditions of this Agreement. Thornfield shall perform the services described herein and in the Scope of Work attached as Appendix A with the diligence, professionalism, and independence required by the Consent Orde

Section 2.2 — Independence. Thornfield shall maintain its independence from BRB at all times during the Engagement Term. Thornfield's findings, conclusions, recommendations, and reports shall reflect Thornfield's own independent professional judgment. Thornfield shall not be subject to the direction or control of BRB, BRFG, or any of their respective management, officers, directors, employees, or counsel with respect

Section 2.3 — OCC Access and Reporting. Thornfield acknowledges and agrees that the OCC has the right to communicate directly with Thornfield at any time during the Engagement Term, to receive copies of all Thornfield deliverables, reports, and work product, and to require additional work, modifications to the scope of Thornfield's engagement, or supplemental reporting, in each case in accordance with the terms of th

Section 2.4 — No Attorney-Client Relationship. The engagement of Thornfield under this Agreement does not create an attorney-client relationship between Thornfield and BRB, BRFG, or any of their affiliates. Thornfield is engaged solely as an independent consultant, not as legal counsel, and Thornfield's services shall not constitute the practice of law. Nothing in this Agreement shall be construed as creating a legal

Section 2.5 — Engagement Reference. This Agreement and all related deliverables, correspondence, invoices, and administrative communications shall be identified by the engagement reference number TCG-BRB-2025-001 for all administrative and billing purposes.

ARTICLE III — SCOPE OF SERVICES

Section 3.1 — General Scope. Thornfield shall perform the services described in the Scope of Work attached hereto as Appendix A, which encompasses a comprehensive assessment, gap analysis, ongoing monitoring, remediation validation, and final certification relating to BRB's BSA/AML and OFAC compliance program. The Scope of Work covers all five core deficiency categories identified in the Consent Order: (i) OFAC sanct

Section 3.2 — Specific Services. Without limiting the generality of Section 3.1, Thornfield's services shall include the following: (a) A comprehensive assessment of BRB's existing BSA/AML and OFAC compliance program across all business lines, including retail banking, commercial lending, wealth management, and fintech Banking-as-a-Service ("BaaS") partnerships, evaluating the adequacy of policies, procedures, system

Section 3.3 — BaaS Partner Coverage. Thornfield's assessment shall specifically evaluate BRB's oversight of its fourteen (14) active fintech BaaS partners, with particular focus on the three largest partners by transaction volume: (i) NovaPay Technologies Inc., which represents approximately forty-one percent (41%) of total BaaS volume, corresponding to approximately $30.5 billion in transaction value during the most

Section 3.4 — Modifications to Scope. The OCC may, at any time during the Engagement Term, direct modifications to the Scope of Work, including the addition of new workstreams, the expansion of existing assessment areas, or changes to the deliverable timeline. BRB may also request modifications to the Scope of Work, subject to OCC approval or non-objection. In the event of any such modification, BRB and Thornfield sh

ARTICLE IV — THORNFIELD ENGAGEMENT TEAM

Section 4.1 — Key Personnel. Thornfield shall assign the following key personnel (each, a "Key Person," and collectively, the "Key Personnel") to the engagement, each of whom shall dedicate a substantial portion of his or her professional time to the performance of Thornfield's obligations under this Agreement: (a) Dr. Vivian Castellano — Engagement Lead, Managing Director, Financial Crimes Advisory. Dr. Castellano s

Section 4.2 — Key Person Commitment. Dr. Vivian Castellano shall serve as Engagement Lead throughout the Engagement Term and shall not be replaced, reassigned, or otherwise removed from the engagement without the prior written consent of BRB and the OCC. The other Key Personnel identified in Section 4.1 (Robert Eastman, Jennifer Hwang, and Nathaniel Burgess) shall similarly not be replaced or reassigned without at le

Section 4.3 — Additional Staff. Thornfield may assign additional professional staff, including managers, senior consultants, and consultants, as reasonably necessary to fulfill the Scope of Work and to ensure that Thornfield's deliverables are completed on time and to the required standard of quality. All additional team members assigned to the engagement shall meet appropriate qualifications and experience standards

Section 4.4 — Subcontracting. Thornfield shall not subcontract any material portion of the services under this Agreement to any third party without the prior written consent of BRB and the OCC. For purposes of this Section, a "material portion" means any component of the Scope of Work representing more than five percent (5%) of the total engagement hours or involving access to BRB's non-public customer information. T

ARTICLE V — DELIVERABLES AND TIMELINE

Section 5.1 — Key Deliverables and Due Dates. Thornfield shall deliver the following deliverables in accordance with the timeline set forth below: (a) On-Site Assessment Commencement: March 1, 2025. Thornfield shall commence its on-site assessment at BRB's headquarters at 680 Lexington Avenue, 22nd Floor, New York, NY 10022, no later than March 1, 2025. On-site activities shall include interviews with Key BRB Personn

Section 5.2 — Report Format. All reports and deliverables under this Agreement shall be in writing, prepared in a professional format, and addressed to the Board of Directors of Belmont Ridge Financial Group, Inc. and the Bank, with copies provided simultaneously to the OCC (Examiner-in-Charge Jonathan Frey, OCC Northeastern District Office, 340 Madison Avenue, New York, NY 10017) and to Calderwood & Harkness LLP (Ph

Section 5.3 — Draft Review Process. Thornfield shall provide draft versions of all reports to BRB and C&H for a factual accuracy review period of ten (10) business days prior to finalization. During this review period, BRB and C&H may submit written comments to Thornfield identifying any factual inaccuracies or requesting clarification of factual matters. BRB's comments shall be limited to factual accuracy; BRB shall

Section 5.4 — Alignment with Consent Order Milestones. Thornfield's deliverables and work plan shall be coordinated with the following key Consent Order and remediation milestones, and Thornfield shall incorporate its assessment of BRB's progress toward each milestone into its interim monitoring reports and Final Validation Report:

Section 6.1 — Fixed Fee. In consideration of Thornfield's performance of the services described in this Agreement, BRB shall pay Thornfield a fixed fee of Six Million Five Hundred Thousand Dollars ($6,500,000) for the twelve (12)-month Engagement Term commencing February 2025 and ending February 2026. The fixed fee covers all professional services, labor costs, and overhead associated with the engagement, as further

Section 6.2 — Monthly Installments. The fixed fee shall be payable in twelve (12) equal monthly installments of Five Hundred Forty-One Thousand Six Hundred Sixty-Six Dollars and Sixty-Seven Cents ($541,666.67) each. Thornfield shall submit invoices to BRB on the first business day of each calendar month for that month's installment, beginning March 1, 2025 (for the February 2025 installment). Each invoice shall refer

Section 6.3 — Expenses. BRB shall reimburse Thornfield for reasonable, documented out-of-pocket expenses incurred in connection with the engagement, including but not limited to travel (airfare, ground transportation, and mileage at the then-current IRS standard mileage rate), lodging, meals, printing and reproduction costs, courier and delivery services, and other incidental costs directly related to the performance

Section 6.4 — Total Engagement Cost. The maximum total cost of this engagement, absent scope modifications approved pursuant to Section 3.4, shall be Six Million Nine Hundred Thousand Dollars ($6,900,000), consisting of the $6,500,000 fixed fee and the $400,000 expense cap. A summary of the fee schedule is set forth in Appendix B attached hereto.

Section 6.5 — Scope Modifications — Fee Adjustments. If the OCC or BRB directs material modifications to the Scope of Work pursuant to Section 3.4, the parties shall negotiate in good faith appropriate adjustments to the fixed fee to reflect the additional or modified services required. Thornfield shall provide BRB with a written estimate of the proposed fee adjustment, including a description of the additional servi

Section 6.6 — Late Payment. Any amounts not paid by BRB within the thirty (30)-day payment period specified in Section 6.2 or Section 6.3 shall bear interest at a rate of one and one-half percent (1.5%) per month (or the maximum rate permitted by applicable law, if less) from the original due date until the date of actual payment. The accrual of late payment interest shall not excuse BRB from its obligation to make t

Section 6.7 — Taxes. All fees and expense reimbursements specified in this Agreement are exclusive of applicable federal, state, and local sales, use, value-added, or similar taxes. Any such taxes imposed on the services or expense reimbursements contemplated by this Agreement shall be the responsibility of BRB, and BRB shall pay such taxes in addition to the fees and expenses otherwise due hereunder. Thornfield shal

ARTICLE VII — ACCESS, COOPERATION, AND BANK OBLIGATIONS

Section 7.1 — Full Access. BRB shall provide Thornfield with full, unrestricted, and timely access to all Bank systems, records, data, documents, personnel, and facilities reasonably necessary for Thornfield to perform the services under this Agreement. BRB acknowledges that Thornfield's ability to conduct a thorough and timely assessment is dependent upon BRB's full cooperation and provision of access. Without limit

Section 7.2 — Key BRB Personnel. BRB shall make the following personnel, and their respective staffs and direct reports, available for interviews, information requests, working sessions, and ongoing cooperation throughout the Engagement Term: (a) Patricia Langston, Chief Compliance Officer; (b) Thomas Ikeda, BSA Officer and AML Program Director; (c) Melissa Chu, Chief Risk Officer; (d) Warren Ashby, Head of Fintech P

Section 7.3 — On-Site Presence. BRB shall provide Thornfield with dedicated workspace at BRB's headquarters located at 680 Lexington Avenue, 22nd Floor, New York, NY 10022, including appropriate office space, furniture, telecommunications access, secure internet connectivity, and access to printing and copying facilities, for the duration of the on-site assessment commencing March 1, 2025, and as needed throughout th

Section 7.4 — Cooperation Obligation. BRB shall respond to Thornfield's information requests promptly, and in no event later than five (5) business days after receipt of such requests, absent good cause communicated to Thornfield in writing. If BRB requires additional time to respond to a particular request due to the complexity or volume of the information sought, BRB shall notify Thornfield within two (2) business

Section 7.5 — Third-Party Vendor Access. BRB shall facilitate Thornfield's access to relevant third-party vendors and service providers as reasonably necessary for Thornfield's assessment, including but not limited to: (a) Veridian Analytics Inc. (contact: Priya Subramanian, Vice President of Client Solutions), with respect to the Veridian TMS system documentation, configuration, tuning, and upgrade planning; and (b)

ARTICLE VIII — CONFIDENTIALITY

Section 8.1 — Confidential Information. Each party acknowledges that it may receive confidential and proprietary information of the other party in connection with this engagement. As used in this Agreement, "Confidential Information" means all non-public information provided by one party (the "Disclosing Party") to the other party (the "Receiving Party") in connection with this engagement, whether in written, oral, e

Section 8.2 — Use Restriction. Thornfield shall use BRB's Confidential Information solely for the purpose of performing the services under this Agreement and shall not disclose such information to any third party except: (a) to the OCC and the Financial Crimes Enforcement Network ("FinCEN") as required by the Consent Order, applicable law, or regulatory directive; (b) to Thornfield's outside counsel, Hargrove & Stein

Section 8.3 — Data Security. Thornfield shall implement and maintain appropriate administrative, technical, and physical safeguards to protect BRB's Confidential Information against unauthorized access, use, disclosure, alteration, or destruction, consistent with applicable banking regulatory requirements (including the Interagency Guidelines Establishing Information Security Standards), the Gramm-Leach-Bliley Act, a

Section 8.4 — Return or Destruction. Upon termination or expiration of this Agreement, and upon BRB's written request, Thornfield shall, at BRB's election, either: (a) return to BRB all Confidential Information of BRB in Thornfield's possession or control, in whatever form or medium; or (b) securely destroy all such Confidential Information in accordance with industry standards for secure data destruction, including

Section 8.5 — Survival. The obligations of this Article VIII shall survive the termination or expiration of this Agreement for a period of three (3) years from the date of such termination or expiration.

ARTICLE IX — PRIVILEGE AND WORK PRODUCT

Section 9.1 — Separate Engagement. The parties acknowledge that Thornfield's engagement as an independent consultant under this Agreement is separate and distinct from BRB's engagement of Calderwood & Harkness LLP as outside regulatory counsel. Thornfield's work product, reports, deliverables, and communications prepared or made in connection with this engagement are not protected by the attorney-client privilege or

Section 9.2 — Common Interest Arrangement. To the extent applicable, the parties acknowledge the existence of a Privilege & Confidentiality Side Letter (the "Side Letter") entered into among BRB, Calderwood & Harkness LLP, and Thornfield Consulting Group LLC, establishing a common-interest framework governing the treatment of attorney-client privileged and work-product protected materials that may be shared among the

Section 9.3 — Privileged Materials. Thornfield shall follow the protocols established in the Privilege & Confidentiality Side Letter with respect to any attorney-client privileged or work-product protected materials of BRB or C&H that may be shared with Thornfield for purposes of the engagement. Thornfield shall maintain the confidentiality of such materials, shall limit access to such materials to Thornfield personn

Section 9.4 — Thornfield Reports to OCC. The parties acknowledge and agree that Thornfield's reports and deliverables under this Agreement — including the Preliminary Gap Assessment, Interim Monitoring Reports, and the Final Validation Report — will be provided to the OCC as required by the Consent Order and are not intended to be privileged communications. BRB waives any claim of privilege with respect to the conten

ARTICLE X — REPRESENTATIONS AND WARRANTIES

Section 10.1 — Thornfield Representations. Thornfield represents and warrants to BRB as follows: (a) Organization and Good Standing. Thornfield is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and is qualified to do business in the State of New York and in each other jurisdiction where such qualification is required for the performance of t

Section 10.2 — BRB Representations. BRB represents and warrants to Thornfield as follows: (a) Organization and Charter. BRB is a national banking association duly organized and operating under a charter granted by the OCC pursuant to 12 U.S.C. § 21 et seq., OCC Charter No. 48271, FDIC Certificate No. 31845. (b) Authority. BRB has the full corporate authority to enter into this Agreement, including appropriate authori

ARTICLE XI — STANDARD OF CARE AND PERFORMANCE

Section 11.1 — Professional Standard. Thornfield shall perform the services under this Agreement in a competent and professional manner, exercising the degree of skill, care, and diligence that would reasonably be expected of a qualified independent consulting firm performing BSA/AML and OFAC compliance assessment and remediation validation services of comparable scope and complexity for a national banking associatio

Section 11.2 — Compliance with Applicable Law. Thornfield shall perform all services under this Agreement in compliance with applicable federal and state laws and regulations, including but not limited to the Bank Secrecy Act (31 U.S.C. § 5311 et seq.), the USA PATRIOT Act (Pub. L. No. 107-56), the International Emergency Economic Powers Act (50 U.S.C. §§ 1701-1706), and the requirements of the Consent Order. Thornfi

Section 11.3 — Timeliness. Thornfield shall adhere to the deliverable timeline set forth in Article V and Appendix A of this Agreement. Time is of the essence with respect to the delivery of each deliverable specified herein, given the regulatory nature of this engagement and BRB's obligations under the Consent Order to meet specified remediation milestones. In the event Thornfield anticipates a delay in any delivera

ARTICLE XII — LIMITATION OF LIABILITY AND INDEMNIFICATION

Section 12.1 — Limitation of Liability. Thornfield's aggregate liability to BRB and BRFG arising out of or related to this Agreement, whether in contract, tort (including negligence), strict liability, or any other legal or equitable theory, shall not exceed the total fees actually paid to Thornfield under this Agreement (i.e., up to Six Million Five Hundred Thousand Dollars ($6,500,000)). This limitation of liabilit

Section 12.2 — Exclusion of Consequential Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF DATA, OR REPUTATIONAL HARM, REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT, S

Section 12.3 — Mutual Indemnification. (a) Thornfield Indemnification. Thornfield shall indemnify, defend, and hold harmless BRB, BRFG, and their respective directors, officers, employees, agents, and successors (collectively, the "BRB Indemnitees") from and against any and all third-party claims, demands, actions, suits, losses, damages, liabilities, judgments, settlements, and expenses (including reasonable attorne