Contract analysis

1. Introduction and Purpose Thank you for selecting Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") to represent Belmont Ridge Bank NA ("BRB" or the "Client") in connection with the above-referenced matter. We are pleased to have the opportunity to serve as counsel to BRB and are committed to providing the highest quality legal representation in the defense of the counterclaims asserted against BRB,

2. Identification of the Client The client in this engagement is Belmont Ridge Bank NA, a national banking association chartered under the authority of the Office of the Comptroller of the Currency, OCC Charter No. 14-00927, with its principal executive offices located at 1200 Avenue of the Americas, 38th Floor, New York, New York 10036. All references in this letter to "BRB," the "Client," or the "Bank" shall refer

3. Scope of Engagement 3.1 Defense of Counterclaims Calderwood & Harkness is retained to defend BRB against the counterclaims filed on October 18, 2024, by Triton Harbor Industries, LLC, a Delaware limited liability company ("Triton Harbor"), Marcus J. Kappel, and Elaine D. Kappel (collectively, the "Counterclaimants"), in the action styled Belmont Ridge Bank NA v. Triton Harbor Industries, LLC, Marcus J. Kappel, and

4. Substitution of Counsel Calderwood & Harkness is replacing Blakemore & Stern LLP (David Blakemore, Esq., 120 Broadway, Suite 3500, New York, New York 10271) as counsel of record for BRB in the above-referenced action, Index No. 654871/2024. Promptly upon the execution of this engagement letter, Calderwood & Harkness will prepare and file a Notice of Substitution of Counsel with the Clerk of the New York Supreme Co

5. Engagement Team The following attorneys have been assigned to the engagement team for this matter and will be responsible for providing legal services to BRB in connection with this litigation: Linda Osei will have overall supervisory responsibility for the engagement and will serve as the primary point of contact for the Client on all substantive legal matters, strategic decisions, and key developments. Ms. Osei

6. Fee Arrangements 6.1 Billing Rates Legal services rendered by Calderwood & Harkness in connection with this engagement will be billed on an hourly basis at the standard rates set forth below, which are the applicable rates for calendar year 2024: The foregoing rates are subject to annual review and adjustment, typically effective January 1 of each calendar year. In the event that the Firm adjusts billing rates for

7. Estimated Fees and Budget At BRB's request, the Firm will prepare and provide a preliminary litigation budget within thirty (30) days of the date of this engagement letter. The budget will be organized by litigation phase, including but not limited to the following phases: (i) case assessment and file review; (ii) fact discovery; (iii) expert discovery; (iv) motion practice (including anticipated motions to dismis

8. Costs and Disbursements In addition to the professional fees described in Section 6 above, BRB will be responsible for the reimbursement of all reasonable out-of-pocket costs and disbursements incurred by Calderwood & Harkness in connection with this engagement. Such costs and disbursements include, but are not limited to, the following: • Court filing fees and service of process costs; • Deposition transcript fee

9. Confidentiality and Privilege All communications between Calderwood & Harkness and BRB, and all information shared between the Firm and the Client, in connection with this engagement are intended to be privileged and confidential, protected from disclosure by the attorney-client privilege, the work product doctrine, and all other applicable privileges and protections under federal and New York law. BRB agrees to t

10. Conflict of Interest Disclosure Calderwood & Harkness has conducted a thorough conflict-of-interest review in accordance with the New York Rules of Professional Conduct and the Firm's internal conflict-checking procedures. Based on this review, the Firm confirms the following: (a) Calderwood & Harkness does not currently represent, and has not at any time previously represented, Triton Harbor Industries, LLC, Mar

11. Document Preservation BRB has been separately advised of its obligation under applicable law to preserve all documents, records, and electronically stored information ("ESI") that are potentially relevant to the claims and counterclaims in this litigation. This obligation extends to all forms of information, whether in paper or electronic form, including emails, text messages, instant messages, voicemails, memora

12. Communication and Reporting Linda Osei will serve as the primary point of contact between Calderwood & Harkness and BRB for all substantive legal matters, strategic decisions, and significant developments in this litigation. BRB should direct all substantive communications and inquiries regarding this matter to Ms. Osei in the first instance. The Firm will provide regular status updates to BRB, including written

13. Termination Either party may terminate this engagement at any time upon written notice to the other party, subject to the following conditions: (a) Termination by the Client. If BRB elects to terminate this engagement, BRB will remain responsible for the payment of all fees for professional services rendered and all costs and disbursements incurred through the effective date of termination. Upon termination, the

14. Limitation of Engagement This engagement is strictly limited to the matters described in Section 3 of this letter. Calderwood & Harkness does not undertake to advise BRB on any other legal matters, regulatory compliance issues, business decisions, or strategic considerations except as they relate directly to the litigation described herein, unless a separate engagement is agreed upon in writing by the Firm and th

15. Governing Law and Dispute Resolution This engagement letter 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. The rights and obligations of the parties hereunder shall be subject to and interpreted in accordance with the New York Rules of Professional Conduct, to the extent applicable. In the event of any dispute arising out

16. Acknowledgment and Acceptance We are grateful for BRB's confidence in Calderwood & Harkness and look forward to working with you and your team on this important matter. We believe the Firm is well positioned to provide vigorous and effective representation in both the defense of the counterclaims and the prosecution of BRB's original claims. Please confirm your acceptance of the terms set forth in this engagement

1. Duplicate copy of this engagement letter for countersignature

2. IRS Form W-9 (Calderwood & Harkness LLP)

3. Calderwood & Harkness LLP Standard Outside Counsel Billing Guidelines Supplement cc: Thomas Hargreaves, Vice President & Associate General Counsel, Belmont Ridge Bank NA cc: Priya Anand, Partner, Calderwood & Harkness LLP cc: Carlos Espinoza, Senior Associate, Calderwood & Harkness LLP Component | Amount Term Loan A — Outstanding Principal Balance | $10,625,000 Revolving Credit Facility — Outstanding Principal Bal