Contract analysis

ARTICLE 1 — DEFINITIONS AND INTERPRETATION

Section 1.1 — Amended and New Definitions For purposes of this Amendment, the following terms shall have the meanings set forth below. To the extent any definition set forth below conflicts with a definition of the same term in the MSA, the definition in this Amendment shall control: (a) "Amended ACV" means the new annual contract value of Six Million Dollars ($6,000,000) per year, consisting of the existing Base Lic

Section 1.2 — Interpretation (a) All capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the MSA. In the event of any conflict or inconsistency between the terms and conditions of this Amendment and the terms and conditions of the MSA, the terms and conditions of this Amendment shall control and govern with respect to the subject matter hereof. (b) References in this A

Section 2.1 — TMS v.10.0 Upgrade Vendor shall upgrade the Bank's existing Veridian TMS v.8.3 installation to Veridian TMS v.10.0. The upgrade shall encompass all core transaction monitoring functionality enhancements included in the TMS v.10.0 platform, including but not limited to updated analytics engines, enhanced detection scenario libraries, improved behavioral analytics capabilities, modernized case management

Section 2.2 — OFAC Module Enhancement Vendor shall implement the OFAC Module Enhancement as detailed in the Statement of Work attached hereto as Exhibit A, which shall include the following capabilities: (a) Real-Time Sanctions Screening. Real-time sanctions screening integration for all BaaS Channel transaction flows, covering all payment types including wire transfers, Automated Clearing House (ACH) transactions, c

Section 2.3 — Statement of Work The detailed technical specifications, system architecture requirements, deliverables, milestone schedules, acceptance criteria, resource plans, and testing protocols for the TMS v.10.0 upgrade and the OFAC Module Enhancement are set forth in the Statement of Work attached hereto as Exhibit A (the "Statement of Work" or "SOW"), which is incorporated herein by reference and made a part

Section 2.4 — Regulatory Context The Parties acknowledge and agree that the upgrade contemplated by this Amendment is being undertaken in direct connection with the Bank's compliance with the Consent Order and the Bank's Comprehensive Remediation Action Plan, which the Bank is required to submit to the OCC by May 15, 2025. The Parties further acknowledge that the timely and successful completion of the TMS v.10.0 upg

ARTICLE 3 — FEES AND PAYMENT TERMS

Section 3.1 — Implementation Fee The Bank shall pay Vendor a one-time Implementation Fee of Two Million Eight Hundred Thousand Dollars ($2,800,000) for the TMS v.10.0 upgrade and OFAC Module Enhancement, inclusive of all software development, configuration, integration, data migration, testing support, documentation, and training services described in this Amendment and the Statement of Work (Exhibit A). The Implemen

Section 3.2 — Incremental Licensing Fee Commencing on the Go-Live Date, the Bank shall pay Vendor an Incremental Licensing Fee of One Million Nine Hundred Thousand Dollars ($1,900,000) per year, in addition to the existing Base Licensing Fee of Four Million One Hundred Thousand Dollars ($4,100,000) per year. The Amended ACV following the Go-Live Date shall therefore be Six Million Dollars ($6,000,000) per year, calcu

Section 3.3 — Existing Base Licensing Fee The existing Base Licensing Fee of Four Million One Hundred Thousand Dollars ($4,100,000) per year shall continue unchanged under the terms and conditions of the MSA and shall remain payable in accordance with the payment schedule and terms set forth in the MSA through the existing MSA term ending December 31, 2026. Nothing in this Amendment shall be construed to modify, redu

Section 3.4 — Invoicing and Payment All invoices for fees payable under this Amendment shall be submitted by Vendor on a monthly basis, and payment terms shall remain net thirty (30) days from the date of the Bank's receipt of a properly submitted invoice, consistent with the invoicing and payment provisions of the MSA. Implementation Fee milestone payments shall be invoiced by Vendor upon achievement of the applicab

Section 3.5 — Taxes All fees set forth in this Amendment are exclusive of applicable sales, use, value-added, and other similar taxes, duties, or governmental charges, which shall be borne by the Bank, consistent with the tax provisions of the MSA. Vendor shall separately identify all applicable taxes on each invoice. The Bank shall be responsible for any applicable withholding taxes only to the extent required by la

ARTICLE 4 — IMPLEMENTATION TIMELINE AND MILESTONES

Section 4.1 — Project Plan Within ten (10) business days following execution of this Amendment, Vendor shall deliver to the Bank a detailed project plan (the "Project Plan") specifying all tasks, work streams, resource assignments, dependencies, risk factors, and milestone dates necessary to achieve the implementation timeline set forth in this Article 4. The Project Plan shall be consistent with the milestone dates

Section 4.2 — Key Milestones The following table sets forth the key milestones for the TMS v.10.0 upgrade and OFAC Module Enhancement implementation. Target dates designated as "hard deadlines" are firm dates tied to the Bank's obligations under the Consent Order and the Comprehensive Remediation Action Plan and are subject to the liquidated damages and termination provisions of Article 6.

Section 4.3 — Critical Path Deadlines The August 1, 2025 Go-Live Date and the November 1, 2025 OFAC Full Operationalization Date are firm, non-negotiable deadlines that are directly tied to the Bank's obligations under the Consent Order and the Bank's Comprehensive Remediation Action Plan to be submitted to the OCC by May 15, 2025. Vendor acknowledges the regulatory criticality of these deadlines and expressly agrees

Section 4.4 — Status Reporting During the implementation period (from the Amendment Effective Date through the later of the Go-Live Date or the OFAC Full Operationalization Date), Vendor shall provide the Bank with written status reports on a weekly basis, delivered no later than the close of business each Friday. Each status report shall include, at a minimum: (i) a summary of progress against each milestone in the

ARTICLE 5 — PERFORMANCE BENCHMARKS AND ACCEPTANCE CRITERIA

Section 5.1 — TMS v.10.0 Performance Benchmarks TMS v.10.0 shall meet or exceed the following performance benchmarks, as further specified in the Statement of Work (Exhibit A): (a) Transaction Processing Capacity. TMS v.10.0 must be capable of processing the Bank's full transaction volume, including all retail banking, commercial banking, wealth management, and BaaS Channel transaction volumes, without material degra

Section 5.2 — OFAC Module Performance Benchmarks The OFAC Module Enhancement shall meet or exceed the following performance benchmarks, as further specified in the Statement of Work (Exhibit A): (a) Screening Coverage. One hundred percent (100%) of all transactions across all channels — including retail banking, commercial banking, wealth management, and all fourteen (14) BaaS partner transaction flows — must be scre

Section 5.3 — Acceptance Testing Procedures (a) UAT shall be conducted over a minimum period of six (6) weeks, commencing no later than June 15, 2025, and concluding no later than July 31, 2025 (one day prior to the Go-Live Date). The Bank shall designate a UAT team, which shall include representatives from the Bank's BSA/AML department, IT department, BaaS Division, and model risk management function. (b) The Bank s

Section 5.4 — Independent Model Validation Cooperation Vendor shall provide all documentation, technical specifications, model methodology descriptions (including algorithmic logic, scoring methodologies, and detection scenario architectures), parameter configurations, calibration data, test results, and performance metrics necessary for the Bank to conduct, or cause to be conducted through a qualified third party, a

ARTICLE 6 — REMEDIES FOR IMPLEMENTATION DELAYS

Section 6.1 — Delay Notification Vendor shall promptly notify the Bank in writing (and in no event later than two (2) business days after becoming aware) of any circumstance, event, or condition that may reasonably be expected to delay the achievement of any milestone specified in Article 4, including but not limited to the Go-Live Date or the OFAC Full Operationalization Date. Such notification shall include a detai

Section 6.2 — Liquidated Damages for Go-Live Delay If Vendor fails to achieve the Go-Live Date of August 1, 2025 (other than as a result of Bank-caused delays as described in Section 6.6 or a Force Majeure event as defined in the MSA), Vendor shall pay the Bank liquidated damages in the amount of Fifty Thousand Dollars ($50,000) per calendar day of delay, commencing on August 2, 2025, and continuing for each calendar

Section 6.3 — Liquidated Damages for OFAC Full Operationalization Delay If Vendor fails to achieve the OFAC Full Operationalization Date of November 1, 2025 (other than as a result of Bank-caused delays as described in Section 6.6 or a Force Majeure event as defined in the MSA), Vendor shall pay the Bank liquidated damages in the amount of Fifty Thousand Dollars ($50,000) per calendar day of delay, commencing on Nove

Section 6.4 — Termination for Material Delay If any milestone specified in Article 4 is delayed by more than forty-five (45) calendar days beyond the applicable target date specified in Section 4.2 (other than as a result of Bank-caused delays as described in Section 6.6 or a Force Majeure event as defined in the MSA), the Bank shall have the right, exercisable at its sole discretion, to terminate this Amendment and

Section 6.5 — Escalation Procedure Prior to invoking the liquidated damages provisions of Sections 6.2 or 6.3 or the termination rights of Section 6.4, the Bank shall first escalate the delay to senior management of both Parties for a good-faith resolution period of ten (10) business days. The designated senior management representatives for purposes of this escalation shall be: • For the Bank: Linda Petrosian, Chief

Section 6.6 — Bank-Caused Delays The milestone dates and deadlines set forth in Article 4 assume timely cooperation and performance by the Bank with respect to all Bank responsibilities identified in this Amendment and the Statement of Work (Exhibit A), including without limitation the provision of data, system access (including access to the Bank's test and production environments), testing resources and personnel,

ARTICLE 7 — VENDOR OBLIGATIONS AND COOPERATION

Section 7.1 — Dedicated Resources Vendor shall assign a dedicated project manager and a full implementation team for the duration of the upgrade engagement, from the Amendment Effective Date through the later of the Go-Live Date or the OFAC Full Operationalization Date. The named key personnel assigned to this engagement, together with their respective roles and qualifications, shall be identified in the Statement of

Section 7.2 — Regulatory Cooperation Vendor acknowledges that the Bank is a national bank subject to the supervision and examination authority of the OCC and that the Bank is also subject to the requirements of the Bank Secrecy Act, the USA PATRIOT Act, and other applicable federal and state laws and regulations administered by the Financial Crimes Enforcement Network ("FinCEN"), OFAC, and other regulatory agencies.

Section 7.3 — Documentation and Training Vendor shall provide comprehensive technical documentation, user manuals, system administrator guides, configuration guides, and API integration documentation for TMS v.10.0 and the OFAC Module Enhancement. All documentation shall be delivered in electronic format and shall be kept current throughout the implementation period and the warranty period described in the Statement

Section 7.4 — Data Migration Vendor shall ensure seamless migration of all historical data from TMS v.8.3 to TMS v.10.0, including but not limited to historical transaction data, alert histories, investigation records, case files, Suspicious Activity Report (SAR) filing records, configuration settings, tuning parameters, detection scenario definitions, user accounts and permissions, and audit trail records. Data migr

Section 8.1 — Amendment Term This Amendment shall be effective as of the Amendment Effective Date and shall remain in effect for the duration of the MSA term (through December 31, 2026), subject to earlier termination as provided in this Amendment or the MSA and subject to renewal as provided in Section 8.2 below.

Section 8.2 — Renewal The Incremental Licensing Fee for TMS v.10.0 and the OFAC Module Enhancement shall renew on the same terms and conditions as the Base Licensing Fee under the MSA, unless either Party provides written notice of non-renewal at least one hundred eighty (180) days prior to the expiration of the then-current term. Upon renewal, pricing for the Incremental Licensing Fee shall be subject to good-faith

Section 8.3 — Survival The following provisions of this Amendment shall survive the expiration or termination of this Amendment for any reason: Article 6 (Remedies for Implementation Delays, to the extent any claims have accrued prior to expiration or termination), Article 9 (Confidentiality), Article 10 (Representations and Warranties, to the extent any claims have accrued prior to expiration or termination), Articl

Section 9.1 — Existing Confidentiality Provisions The confidentiality provisions set forth in the MSA shall apply with full force and effect to all information exchanged by the Parties pursuant to this Amendment, including without limitation all technical specifications, system documentation, pricing information, implementation plans, testing data, and other materials disclosed by either Party in connection with the

Section 9.2 — Regulatory Disclosures Notwithstanding the confidentiality provisions of the MSA or this Amendment, the Bank may disclose information regarding the upgrade, including this Amendment, the Statement of Work, pricing information, implementation status, and related documentation, to the following parties without Vendor's prior consent and without any obligation to provide prior notice to Vendor: (a) The Off

Section 9.3 — Consent Order Vendor acknowledges that the Bank has disclosed, and may continue to disclose, the existence and substance of the Consent Order and the Bank's remediation program in its public filings with the U.S. Securities and Exchange Commission ("SEC"), including Current Reports on Form 8-K, Annual Reports on Form 10-K, and Quarterly Reports on Form 10-Q filed by the Bank's parent holding company, Be

ARTICLE 10 — REPRESENTATIONS AND WARRANTIES

Section 10.1 — Vendor Representations and Warranties Vendor represents and warrants to the Bank as follows: (a) Performance Conformity. TMS v.10.0 and the OFAC Module Enhancement, when properly installed, configured, and operated in accordance with the documentation provided by Vendor, will materially perform in accordance with the functional specifications, performance benchmarks, and acceptance criteria set forth i

Section 10.2 — Bank Representations and Warranties The Bank represents and warrants to Vendor as follows: (a) Authority. The Bank has the corporate power and authority to enter into this Amendment and to perform its obligations hereunder. The execution, delivery, and performance of this Amendment have been duly authorized by all necessary corporate action on the part of the Bank, including any required approvals by t

Section 10.3 — Disclaimer EXCEPT AS EXPRESSLY SET FORTH IN THIS AMENDMENT AND THE MSA, VENDOR DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, VENDOR DOES NOT WARRANT THAT TMS v.10.0 OR THE OFAC MODULE ENHANCEMENT WILL

ARTICLE 11 — INDEMNIFICATION AND LIMITATION OF LIABILITY

Section 11.1 — Vendor Indemnification Vendor shall indemnify, defend, and hold harmless the Bank and its parent company (Belmont Ridge Financial Group, Inc.), and their respective officers, directors, employees, agents, successors, and permitted assigns (collectively, the "Bank Indemnitees"), from and against all losses, damages, liabilities, claims, demands, actions, judgments, settlements, and expenses (including r

Section 11.2 — Limitation of Liability Except for (i) Vendor's indemnification obligations under Section 11.1 and (ii) either Party's breach of its confidentiality obligations under Article 9, neither Party's aggregate liability to the other Party under this Amendment, whether arising in contract, tort, strict liability, or otherwise, shall exceed the greater of: (a) The Implementation Fee of Two Million Eight Hundre

Section 12.1 — Vendor Insurance Vendor shall maintain, at its own expense, insurance coverage as required by the MSA, including but not limited to professional liability (errors and omissions) insurance, commercial general liability insurance, and cyber liability insurance. Professional liability (errors and omissions) insurance shall be maintained with limits adequate to cover Vendor's obligations under this Amendme