Contract analysis

1. Introduction and Purpose We write on behalf of our client, Belmont Ridge Bank NA ("BRB"), a national banking association chartered under the laws of the United States pursuant to the National Bank Act, with principal executive offices located at 600 Lexington Avenue, 34th Floor, New York, New York 10022. BRB is a publicly traded financial institution, with its common stock listed on the New York Stock Exchange und

2. Summary of Proposed Transaction Structure As you may be aware from preliminary discussions between the principals of BRB and Tessera, BRB proposes to acquire the Company through a reverse triangular merger effected under the Delaware General Corporation Law ("DGCL"). The structure currently contemplated is as follows: BRB will form a wholly owned, single-purpose Delaware merger subsidiary ("BRB Acquisition Sub, In

3. Mutual Non-Disclosure Agreement In order to facilitate the exchange of confidential business, financial, regulatory, operational, and legal information between the parties during the due diligence process and in connection with the negotiation of definitive transaction documentation, BRB proposes that BRB and Tessera enter into a mutual non-disclosure agreement (the "Mutual NDA"). For internal tracking purposes, B

4. Anticipated Process Steps and Timeline Set forth below is an overview of the anticipated process steps and timeline for the proposed transaction. We present this timeline as a working framework for discussion between our respective teams, with the understanding that all dates and milestones are indicative and remain subject to adjustment by mutual agreement of the parties and their counsel. 4.1 NDA Execution (Targ

5. Calderwood & Harkness Deal Team The following Calderwood & Harkness professionals will serve as the primary contacts for the proposed transaction: Beatrice Holloway — Partner, Mergers & Acquisitions Ms. Holloway will serve as the responsible partner and lead partner on all deal matters in connection with the proposed transaction. Ms. Holloway will be the primary point of contact for senior-level discussions, inclu

6. Request for Counterpart Team Designation and Communication Protocols In order to facilitate an efficient and productive transaction process, we respectfully request that Kessler, Aldrich & Voss designate its working team members for the proposed transaction at your earliest convenience. Specifically, we would appreciate receiving the names and contact information for the following individuals: (a) The lead partner

7. Confidentiality and Privilege Reservation Please be advised that this letter and its contents, including all descriptions of the proposed transaction structure, process, and timeline set forth herein, are provided on a confidential and privileged basis. The confidentiality of this letter and its contents is subject to, and will be superseded by, the terms and conditions of the Mutual NDA upon its execution by the

8. Closing We are enthusiastic about the prospect of working with you and your colleagues at Kessler, Aldrich & Voss on this matter, and we believe that the proposed transaction has the potential to deliver meaningful value to both BRB and Tessera and their respective stakeholders. We are committed to approaching the transaction process in a collaborative, efficient, and professional manner, and we look forward to a