Contract analysis

I. PURPOSE AND BACKGROUND A. Purpose of This Memorandum This memorandum establishes the comprehensive framework for managing the tripartite relationship among Calderwood & Harkness LLP ("C&H"), Belmont Ridge Bank National Association ("BRB" or "Belmont Ridge"), and Thornfield Consulting Group LLC ("Thornfield" or the "Independent Consultant") during the course of the independent consultant engagement mandated by Arti

1. Define Communication Channels. This protocol delineates the authorized channels of communication among C&H, BRB, Thornfield, and the OCC, ensuring that all substantive communications related to the engagement are conducted through appropriate pathways and with proper privilege protections in place.

2. Establish Reporting cadences. This protocol sets forth the schedule and format for regular status reporting by Thornfield, internal strategy discussions between C&H and BRB, and tripartite coordination meetings involving all three parties.

3. Set Forth Document-Sharing Procedures. This protocol prescribes the method by which Thornfield will request, receive, and handle BRB documents and data, and the process by which Thornfield's deliverables will be reviewed, commented upon, and ultimately submitted to the OCC.

4. Create Issue Escalation Pathways. This protocol establishes a tiered escalation framework to ensure that issues arising during the engagement—ranging from routine logistical matters to critical findings requiring immediate regulatory notification—are addressed promptly, appropriately, and with due regard for their legal and regulatory significance.

5. Govern Interactions with the OCC. This protocol coordinates the respective OCC reporting obligations of Thornfield (as independent consultant) and BRB (as the subject institution), ensuring consistency, accuracy, and privilege preservation in all regulatory communications. This memorandum is intended to ensure the coordinated, privilege-preserving oversight of the Independent Consultant's work throughout the full

II. KEY PERSONNEL AND DESIGNATED CONTACTS The effectiveness of this protocol depends upon clear designation of responsible individuals within each organization. The following individuals are the designated contacts for purposes of this engagement. Unless otherwise specified herein, all communications should be directed to the designated contacts identified below. Changes to designated contacts must be communicated in

III. COMMUNICATION STRUCTURE AND cadence Effective communication among the parties is essential to the orderly progress of Thornfield's assessment, the timely identification and resolution of issues, and the maintenance of privilege protections. This Section establishes the required communication channels, frequencies, and procedures. All parties are expected to adhere to these protocols throughout the engagement ter

IV. DOCUMENT SHARING PROCEDURES The Thornfield engagement will require the production and review of a substantial volume of documents, data, and information. This Section establishes the procedures for managing the flow of documents from BRB to Thornfield, from Thornfield to BRB and C&H, and among the parties generally. These procedures are designed to facilitate efficient information exchange while preserving applic

V. ISSUE ESCALATION FRAMEWORK The parties recognize that issues of varying severity and urgency may arise during the course of the engagement. This Section establishes a structured escalation framework to ensure that each issue is addressed at the appropriate level, with the appropriate participants, and within an appropriate timeframe. The escalation framework is designed to promote early identification and resoluti

1. C&H as Initial Mediator. C&H acts as mediator in the first instance, facilitating discussion between BRB and Thornfield to identify the source of the disagreement and explore potential resolutions. C&H may request additional information from either party to facilitate its understanding of the issues.

2. Written Documentation. If the disagreement is not resolved through initial mediation, each party shall prepare a written statement of its position, including the factual basis for its position, the methodology or analysis supporting its conclusion, and any supporting documentation. These written statements are submitted to C&H (Philip Hartmann) for legal analysis and recommendation.

3. C&H Legal Analysis and Recommendation. C&H reviews the positions of both parties and provides a legal analysis and recommendation to BRB General Counsel. C&H's recommendation may address the relative merits of each party's position, the potential implications of the disagreement for BRB's Consent Order compliance and regulatory standing, and the advisability of any particular course of action.

4. Independence of Thornfield's Conclusions. It is a fundamental principle of the Consent Order that the independent consultant's conclusions and assessments must be independent. BRB may not direct or constrain Thornfield's findings. BRB may, however, present its perspective, factual information, and supporting documentation for Thornfield's consideration. Thornfield is expected to give due consideration to BRB's inp

5. OCC Notification. Persistent disagreements that cannot be resolved through the processes described above may require notification to the OCC. C&H advises BRB on the applicable obligation to notify the OCC of any unresolved dispute that could affect the integrity or completeness of Thornfield's assessment. C. Escalation Log C&H maintains a comprehensive log of all Tier 2 and Tier 3 escalation events. The log includ

VI. WORKSTREAM COORDINATION AND MILESTONE TRACKING A. Alignment of Thornfield Assessment with BRB Remediation Workstreams Thornfield's scope of work, as set forth in Appendix A to the Independent Consultant Engagement Agreement (TCG-BRB-2025-001), encompasses all five deficiency categories identified in the Consent Order. These five deficiency categories correspond to BRB's five internal remediation workstreams. Effe

VII. OCC REPORTING AND COMMUNICATION PROTOCOLS This Section addresses the interplay between Thornfield's independent reporting obligation to the OCC and BRB's own OCC reporting obligations, and establishes the coordination protocols necessary to ensure consistency, accuracy, and privilege preservation in all regulatory communications. A. Thornfield's Independent Reporting Obligation to the OCC Under Article VII of Co

1. Comprehensive Remediation Action Plan — Due May 15, 2025. The Remediation Action Plan must set forth BRB's detailed plan for addressing all deficiencies identified in the Consent Order. The plan will be informed by Thornfield's preliminary gap assessment (due April 15, 2025), which is expected to identify the most significant compliance gaps and provide Thornfield's initial observations on remediation priorities a

2. First Quarterly Progress Report — Due September 15, 2025. This report will describe BRB's progress in implementing the Remediation Action Plan, including the status of each remediation workstream, milestones achieved and pending, and any issues or challenges encountered. The report will incorporate relevant findings and observations from Thornfield's monthly status reports and assessment activities during the repo

3. Second Quarterly Progress Report — Due December 15, 2025. This report follows the same format as the first quarterly report and covers the subsequent three-month period. By this date, BRB is expected to have achieved substantial progress across all workstreams, and the report should reflect the status of the CDD/EDD remediation program (targeting 100% completion by January 15, 2026), the Veridian TMS v.10.0 deploy

4. Compliance Self-Certification — Due February 15, 2026. The self-certification is a formal attestation by BRB's Board of Directors that BRB has achieved compliance with the requirements of the Consent Order. The self-certification will rely in substantial part on Thornfield's final validation report and will be prepared by C&H in coordination with BRB management and the Board. All OCC submissions are prepared by C&

VIII. PRIVILEGE PRESERVATION AND CONFIDENTIALITY The protection of attorney-client privilege and attorney work product is of paramount importance throughout the Thornfield engagement. The tripartite nature of the engagement—involving an outside law firm, a regulated institution, and an independent consultant that reports to both the institution and the regulator—creates unique privilege challenges that require carefu