Contract analysis

1. Purpose and Engagement Calderwood & Harkness LLP ("C&H," the "Firm," or "we") is pleased to confirm its engagement as outside legal counsel to Belmont Ridge Bank NA ("BRB," the "Client," or "Belmont Ridge"), a national banking association chartered under federal law (OCC Charter No. 24-00781), in connection with BRB's prospective acquisition (the "Transaction") of Tessera Lending, Inc., a Delaware corporation ("Te

2. Scope of Services C&H's representation of BRB will encompass the legal services described below in connection with the Transaction. The scope of services may be expanded or modified from time to time by mutual written agreement of the parties. 2.1 Transaction Structuring Advice The Firm will provide advice and counsel regarding the overall structure of the Transaction, including the following: (a) Analysis and rec

3. Engagement Team The following C&H attorneys will serve as the core members of the engagement team for this matter: Additional attorneys, including specialists in regulatory affairs, intellectual property, employment law, real estate, environmental, data privacy, or other practice areas, may be assigned to the matter from time to time as needed to address specific issues arising in the course of the engagement. The

4. Fees and Billing Arrangements 4.1 Hourly Rates The Firm will bill for its professional services on an hourly basis at the following standard rates, which are current as of the date of this letter: • Partners: $1,350 per hour • Senior Associates: $925 per hour • Associates: $750 per hour The foregoing rates are subject to annual adjustment, which is typically effective as of January 1 of each calendar year; provide

5. Client Identification and Authorization The Client in this engagement is Belmont Ridge Bank NA, and only Belmont Ridge Bank NA. The Firm does not represent, and shall not be deemed to have an attorney-client relationship with, any director, officer, employee, shareholder, or affiliate of BRB in their individual capacities, nor with any parent company, subsidiary, or affiliated entity of BRB, nor with any other par

6. Conflicts of Interest and Waiver The Firm has conducted a thorough conflicts check based on the information currently available to us, including the identities of the parties, their affiliates, and their known principals and advisors. Based on the results of this conflicts check, the Firm has identified no conflicts of interest that would preclude this engagement under the applicable Rules of Professional Conduct.

7. Confidentiality The Firm will maintain the confidentiality of all information received from the Client in connection with this engagement, in strict accordance with the applicable Rules of Professional Conduct, the attorney-client privilege, and the work-product doctrine. The Firm's obligations of confidentiality extend to all information relating to the representation, regardless of the source or medium of such i

8. Limitation of Liability The Firm's aggregate liability to the Client for any and all claims, losses, damages, costs, and expenses of any kind or nature arising out of or relating to this engagement, whether based in contract, tort, statute, or any other theory of liability, shall not exceed the total amount of professional fees actually paid by the Client to the Firm in connection with the specific matter giving r

9. Document Retention Upon the conclusion of the engagement, whether by reason of closing, termination, or otherwise, the Firm will retain the Client's files and documents in accordance with its standard document retention policy. Under the Firm's current policy, client files are retained for a minimum period of seven (7) years from the date of the conclusion of the engagement. During this retention period, the files

10. Termination Either party may terminate this engagement at any time, with or without cause, upon thirty (30) days' prior written notice to the other party. Termination by the Client shall be effective upon the Firm's receipt of written notice, subject to the thirty-day notice period. Termination by the Firm shall be effective upon the Client's receipt of written notice, subject to the thirty-day notice period and

11. Governing Law and Dispute Resolution This engagement letter and the relationship between the Firm and the Client shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-laws rules or provisions that would cause the application of the laws of any other jurisdiction. Any dispute, claim, or controversy arising out of or relati

12. Miscellaneous This engagement letter constitutes the entire agreement between the Firm and the Client with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, negotiations, understandings, and agreements, whether oral or written, between the parties relating to the Firm's engagement in connection with the Transaction. No amendment, modification, supplement, or waiver of

13. Acceptance and Execution We are delighted to have this opportunity to serve Belmont Ridge Bank NA in connection with this important transaction. If the foregoing terms are acceptable to you, please confirm the Client's agreement by signing and returning a copy of this letter to the undersigned at your earliest convenience. This letter shall become effective and binding upon its execution by both parties. Should y