Contract analysis

1. Introduction and Purpose of Engagement Calderwood & Harkness LLP represents Belmont Ridge Bank NA ("BRB" or the "Bank"), a nationally chartered commercial bank headquartered at 1200 Avenue of the Americas, 38th Floor, New York, New York 10036. BRB is a diversified financial institution with approximately $47.3 billion in total assets as of its most recent reported quarter, engaged in commercial and industrial lend

2. Factual Background Summary The following summary is intended to provide you with an overview of the relevant facts and circumstances giving rise to this litigation, so as to orient your review of the underlying documentary record. This summary is necessarily a condensation, and we will supplement it with the complete documentary record as described in Section 4 below. 2.1 The Original Credit Facility On June 15, 2

1. Fraudulent Inducement (under both the CPLR and common law), alleging that BRB, through Whitmore and Reeves, made material misrepresentations regarding BRB's willingness to continue the credit relationship and to consider extending new credit, with the intent to induce the Kappels to pledge additional collateral and assume unlimited personal guaranty liability;

2. Negligent Misrepresentation, alleging that BRB owed a duty to provide accurate information regarding its intentions with respect to the credit relationship and breached that duty through the alleged statements described above;

3. Breach of the Implied Covenant of Good Faith and Fair Dealing, alleging that BRB's conduct — in allegedly concealing its internal disposition strategy while extracting additional collateral and expanded guaranties — violated the implied covenant inherent in the Credit Facility and the Forbearance Agreement; and

4. Rescission of the Forbearance Agreement and the amended personal guaranties, on the ground that consent was procured through fraud. The Counterclaim Plaintiffs seek compensatory damages in an amount not less than $12,500,000, together with punitive damages, attorneys' fees, and costs. BRB's Answer to the Counterclaims, filed November 22, 2024, denies the material allegations and asserts multiple affirmative defens

3. Scope of Expert Engagement We propose to retain you to provide expert opinions in the following areas. Each topic area is described below in summary form; we will work with you to refine the specific opinions to be addressed as your review of the documentary record progresses. 3.1 Standard Workout and Forbearance Practices Among Commercial Banks We ask that you opine on the industry norms and customary practices o

4. Materials to Be Provided Calderwood & Harkness will provide you with the following materials for your review and analysis in connection with this engagement:

1. The Original Credit Agreement between BRB and Triton Harbor Industries, LLC, dated June 15, 2021, and all amendments, supplements, and modifications thereto;

2. The Forbearance and Modification Agreement dated October 6, 2023;

3. The original limited personal guaranty of Marcus J. Kappel in the amount of $4,500,000;

4. The amended unlimited personal guaranty of Marcus J. Kappel, dated October 6, 2023;

5. The unlimited personal guaranty of Elaine D. Kappel, dated October 6, 2023;

6. The memorandum dated August 22, 2023, from Philip Aaronson (EVP, Chief Credit Officer) to Derek Whitmore (SVP, Head of SAG), with a copy to Margaret Linden (SVP & General Counsel), to the extent it is not subject to privilege or has been ordered produced in discovery;

7. The email dated September 18, 2023, from Joanna Reeves (VP, SAG) to Marcus Kappel;

8. The internal email dated September 29, 2023, from Joanna Reeves to Derek Whitmore, together with the attached draft term sheet for a potential $6.5 million revolving facility;

9. BRB's internal credit review committee minutes relating to the March 8, 2023 downgrade of the Triton Harbor credit from "Pass" to "Substandard" (Risk Rating 7);

10. BRB's Notice of Default and Acceleration dated April 15, 2024;

11. The collateral appraisals prepared by Ridgeline Appraisal Group, Inc., dated June 2021 and September 2023;

12. Triton Harbor's audited and unaudited financial statements and covenant compliance certificates for all relevant periods;

13. Triton Harbor's engagement letter with Mercer Tidwell & Associates LLC;

14. Deposition transcripts, as they become available, including the depositions of Derek Whitmore, Joanna Reeves, Philip Aaronson, Marcus J. Kappel, and Elaine D. Kappel;

15. The Answer with Counterclaims filed by the Counterclaim Plaintiffs on October 18, 2024;

16. BRB's Answer to the Counterclaims filed on November 22, 2024; and

17. Such other documents, materials, or information as may be relevant and as may be identified during the course of this engagement. We anticipate that additional materials will be provided to you as fact and expert discovery progresses. All materials will be produced to you subject to the terms and conditions of the stipulated confidentiality and protective order entered in this action on December 20, 2024 by Justi

5. Deliverables Over the course of this engagement, we will ask you to perform the following:

1. Review of Materials. Review all materials provided by Calderwood & Harkness in connection with this engagement, including the transactional documents, internal bank communications, financial statements, appraisals, and pleadings listed in Section 4, as well as any supplemental materials provided during the discovery period.

2. Expert Report. Prepare a written expert report setting forth your opinions, the bases and reasons therefor, and the data or other information considered in forming your opinions, in compliance with CPLR 3101(d)(1)(i) and any applicable scheduling orders. The report should be comprehensive and self-contained, and should address each of the opinion topics identified in Section 3 above, to the extent supported by the

3. Expert Deposition. Be available for deposition by opposing counsel during the expert discovery period. The current close of expert discovery is June 30, 2025. We will coordinate with you to identify mutually convenient dates and will prepare you thoroughly in advance of any deposition.

4. Trial Testimony. Be available for testimony at trial. No trial date has been set at this time. Summary judgment motions are due September 15, 2025, and we anticipate that trial, if necessary, will be scheduled for a date in late 2025 or early 2026. We will provide you with as much advance notice as practicable once a trial date is set.

5. Preparation Sessions. Participate in preparation sessions with the Calderwood & Harkness litigation team in advance of your deposition and trial testimony. These sessions will be scheduled at mutually convenient times and may be conducted at our offices or by videoconference, as circumstances require. 6. *Daubert/Frye* Compliance As you are aware, New York state courts apply the Frye standard (Frye v. United State

7. Compensation Dr. Stokes and Wentworth Risk Advisors LLC will be compensated for services rendered in connection with this engagement at the following hourly rates: Invoices shall be submitted monthly to Calderwood & Harkness LLP, to the attention of Priya Anand, Partner (Billing Partner), at the address set forth in the heading of this letter. Each invoice shall include a detailed description of the work performed

8. Confidentiality and Privilege All materials provided to you in connection with this engagement are confidential and proprietary. Certain materials may be designated as "Confidential" or "Highly Confidential — Attorneys' Eyes Only" under the terms of the Protective Order entered in this action on December 20, 2024 by Justice Marchetti. You agree to handle all such materials in strict accordance with the terms of th

9. Independence and Conflicts The credibility and persuasiveness of your expert testimony will depend in part on your independence and objectivity. Accordingly, we ask that you confirm the following: • You have no financial interest, direct or indirect, in Belmont Ridge Bank NA, Triton Harbor Industries, LLC, or any other party to this litigation. • You have no prior personal, professional, or business relationship w

10. Term and Termination This engagement shall commence upon your execution and return of this letter and shall continue until the conclusion of the litigation (including all appeals, if any) or earlier termination by either party. Either party may terminate this engagement upon thirty (30) days' prior written notice to the other party. Upon termination of this engagement for any reason, you agree to return promptly

11. Governing Law This engagement letter and the relationship between the parties shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law. Any dispute arising out of or relating to this engagement shall be resolved in the courts of the State of New York, New York County.

12. Acceptance If the foregoing terms are acceptable to you, please countersign and return a copy of this letter to the undersigned. Upon receipt of your executed copy, we will arrange for the transmission of the initial batch of materials described in Section 4 and will schedule an introductory conference call with the engagement team to discuss the scope of work and preliminary timeline. We look forward to working

13. Enclosures / Attachments Please note that the initial batch of materials referenced in Section 4 will be transmitted to you separately under cover of a transmittal letter, which will include an index of the enclosed documents. Materials designated under the Protective Order will be clearly marked with the appropriate confidentiality designation. You may also be required to sign or otherwise formally acknowledge t