Contract analysis

1. Identity of the Client The client in this engagement is Belmont Ridge Bank NA, a nationally chartered commercial bank organized under the laws of the United States, OCC Charter Number 24-0738, with its principal office located at 600 Lexington Avenue, 34th Floor, New York, NY 10022. BRB is a wholly owned subsidiary of Belmont Ridge Financial Group, Inc. ("BRFG"), a Delaware corporation and registered bank holding

2. Scope of Engagement 2.1 General Description C&H is engaged to serve as outside counsel to BRB's board of directors for board-governance advisory matters, with a particular focus on regulatory-driven governance remediation. The engagement arises in the context of the following regulatory developments: (a) The Matters Requiring Attention ("MRA") letter issued by the Office of the Comptroller of the Currency (the "OC

3. Engagement Team The following attorneys will serve on the C&H engagement team for this matter: Colette Whitman, Partner — Responsible Partner. Ms. Whitman will provide overall engagement oversight, strategic governance counsel, and serve as the primary relationship partner to the Board and the General Counsel. Ms. Whitman practices in C&H's Banking & Financial Institutions practice and brings extensive experience

4. Coordination with Other Advisors BRB has informed C&H that it has retained or engages other outside advisors in connection with governance and regulatory matters. To ensure an efficient and coordinated remediation effort, C&H will coordinate with such advisors as described below. 4.1 Meridian Cobalt LLP BRB has informed C&H that Meridian Cobalt LLP (Harold F. Dunleavy, Partner; 1185 Avenue of the Americas, 22nd Fl

5. Fees and Billing 5.1 Hourly Rates Services rendered by C&H in connection with this engagement will be billed on an hourly basis at the following current standard rates for the identified engagement team members: A summary of these rates is also set forth in Exhibit B attached hereto. Hourly rates are subject to annual adjustment, which typically takes effect on January 1 of each calendar year. C&H will provide BRB

6. Confidentiality and Privilege C&H will maintain the confidentiality of all information received from BRB in connection with this engagement in accordance with C&H's professional obligations under the New York Rules of Professional Conduct, applicable federal and state law, and the terms of this letter. C&H will implement appropriate safeguards to protect the confidentiality of BRB's information, including restrict

7. Conflicts of Interest C&H has conducted a conflicts check in accordance with its standard procedures and, based on the information currently available to the Firm, is not aware of any conflict of interest that would prevent it from undertaking this engagement. BRB acknowledges that C&H is a large national law firm with offices in multiple jurisdictions that represents many clients in a range matters, including mat

8. No Guarantee of Outcome C&H will endeavor to provide BRB with the highest quality legal services in connection with this engagement, applying the professional skill, care, and diligence expected of a leading national law firm. However, BRB acknowledges and agrees that C&H cannot and does not guarantee any particular outcome regarding the OCC or Federal Reserve remediation processes, regulatory examinations, superv

9. Document Retention C&H will retain engagement files, including correspondence, memoranda, analyses, draft documents, work product, and other materials generated in connection with this engagement, in accordance with C&H's standard document-retention policies, as may be amended from time to time. C&H's current retention policy provides for the maintenance of closed engagement files for a period of ten (10) years fo

10. Termination Either party may terminate this engagement at any time, with or without cause, upon written notice to the other party. Any such notice of termination shall be delivered in accordance with the notice provisions set forth in Section 12 below. Upon termination, BRB will remain responsible for the payment of all fees earned and expenses incurred by C&H through the effective date of termination, in accorda

11. Governing Law and Dispute Resolution This engagement letter and the professional relationship between C&H and BRB established hereby 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. To the extent that matters of professional responsibility are at issue, the New York Rules of Professional Conduct shall apply. Any dispute, co

12. Miscellaneous Provisions Entire Agreement. This letter constitutes the entire agreement between C&H and BRB with respect to the engagement described herein and supersedes all prior discussions, negotiations, understandings, and agreements, whether oral or written, relating to the subject matter of this engagement. No representations, warranties, or commitments have been made by either party except as expressly se