Contract analysis

I. PURPOSE This memorandum documents the final administrative close-out of Matter No. SC-MAT-2023-4172 in connection with Calderwood & Harkness LLP's representation of Belmont Ridge Bank National Association ("BRB" or "Belmont Ridge") (Nasdaq: BRDG) in the investigation conducted by the United States Securities and Exchange Commission, Division of Enforcement, Investigation File No. HO-14287. The engagement arose fro

II. MATTER SUMMARY A. Client Information The client in this matter is identified as follows: • Full Legal Name: Belmont Ridge Bank National Association • Short Name / Defined Terms: "BRB"; "Belmont Ridge" • Entity Type: National banking association, chartered by the Office of the Comptroller of the Currency ("OCC"), Charter No. 24891 • Principal Place of Business / Headquarters: 200 Park Avenue South, 38th Floor, New

III. STAFFING AND TIMEKEEPER SUMMARY The following table sets forth the timekeepers who billed time to Matter No. SC-MAT-2023-4172, their respective roles, hourly rates, total hours, and gross fees. All hours and fees reflect the period from the engagement opening on September 20, 2023 through the close-out date of June 12, 2024. The distribution of hours across the engagement team reflects the nature of the work per

IV. FINANCIAL SUMMARY — FEES AND COSTS A. Calderwood & Harkness Fees The gross fees generated by the matter, as set forth in Section III above, totaled $4,767,850.00. The engagement letter dated September 20, 2023 provided for hourly billing at each timekeeper's then-current rate, subject to an annual fee cap of $4,500,000.00. As the gross fees exceeded the annual cap by $267,850.00, the firm applied a voluntary cap

V. THIRD-PARTY ADVISORS AND KEY PARTICIPANTS This section identifies all third-party advisors, related counsel, and key participants involved in the matter. This information is recorded for conflicts, institutional knowledge, and administrative purposes. A. Retained Advisors The following advisors were retained by Calderwood & Harkness (on behalf of BRB) or directly by BRB in connection with the investigation: B. Rel

VI. DOCUMENT RETENTION INSTRUCTIONS A. Retention Period All work product, attorney-client privileged communications, internal memoranda, research materials, draft documents, and final documents associated with Matter No. SC-MAT-2023-4172 shall be retained for a minimum of seven (7) years from the date of this memorandum — that is, through June 12, 2031, at the earliest. This retention period has been established to a

1. All six rolling document productions to the SEC (284,617 documents comprising approximately 1.42 million pages; Bates-stamped BRB-SEC-000001 through the final document in Production 6), including all cover letters, production indices, and transmittal correspondence.

2. The cumulative privilege log (1,847 entries), including all iterations and updates produced concurrently with each rolling production.

3. All internal Calderwood & Harkness memoranda generated during the engagement, including but not limited to: (a) the initial assessment memorandum; (b) the formal order analysis memorandum; (c) the CECL methodology analysis memorandum; (d) witness preparation memoranda for Patricia Navarrete, Naveen Chakravarti, and Raymond Hu; (e) post-testimony debrief memoranda for all three witnesses; (f) the Wells notice analy

4. The Wells Submission (42 pages) and all exhibits thereto (Exhibits A through G), including the Brindoval Analytic Partners expert report (Exhibit A), the peer comparison analysis (Exhibit B), the alternative quantitative materiality analysis (Exhibit C), the OCC supervisory findings summary (Exhibit D), the declarations of Navarrete and Hu (Exhibit E), the disclosure comparison (Exhibit F), and the legal memorandu

5. The supplemental letter to SEC Staff dated April 22, 2024, and all supporting materials.

6. The SEC Staff termination letter dated May 30, 2024.

7. The engagement letter dated September 20, 2023, and all amendments, addenda, or modifications thereto (if any), together with all fee and billing records, invoices, payment records, and billing adjustment documentation.

8. All correspondence with SEC Staff, including letters, emails, and notes of telephone calls with Senior Staff Attorney Andrea Felton, Staff Attorney Christopher Yuen, Staff Accountant Diane Milosevic, Assistant Director Gregory Bonham, and Branch Chief Renata Moss.

9. All D&O insurance tender correspondence and carrier communications, including the tender letter to Northcastle Mutual Assurance Company, the coverage acknowledgment, all communications with Ridgeline Governance Advisors LLC, and all communications with Thornfield & Rowe LLP (insurer's claims counsel), including billing submissions and reimbursement records.

10. The Brindoval Analytic Partners LLC engagement letter, all invoices, and all deliverables, including work papers, analyses, draft and final expert reports, and internal communications subject to the Kovel privilege. C. Storage. All electronic files associated with Matter No. SC-MAT-2023-4172 shall be maintained on the firm's secure document management system (currently Stonefield Systems) under the assigned matte

VII. CONFLICTS CLEARANCE UPDATE Matter No. SC-MAT-2023-4172 has been updated in the firm's conflicts-management database (currently Ridgeway Health IT) to reflect the following closed/terminated status as of June 12, 2024: Matter Status: Closed — Terminated (Favorable) Close-Out Date: June 12, 2024 Client: Belmont Ridge Bank National Association (EIN 13-4827561) Adverse Party: United States Securities and Exchange Co

VIII. LESSONS LEARNED / INSTITUTIONAL NOTES The following observations are recorded for the firm's institutional knowledge base. These notes reflect the professional judgment of the responsible and billing partners and are intended to inform the handling of future SEC enforcement investigations involving financial institution clients, CECL-related accounting issues, and similar matters.

1. Early Retention of Forensic Accounting Consultant. The early retention of Brindoval Analytic Partners LLC — engaged on October 10, 2023, less than three weeks after the firm's engagement and before the Formal Order of Investigation was issued — proved to be one of the most consequential strategic decisions in the matter. Brindoval's forensic analysis provided the technical foundation for BRB's defense that the re-

2. Cooperation Posture and Voluntary Disclosure Enhancements. BRB adopted a cooperative posture with the SEC Staff throughout the investigation, while vigorously defending its accounting positions. A key element of this cooperative approach was BRB's voluntary decision to enhance its BridgeFin-related disclosures in the Q3 2023 Form 10-Q (filed November 9, 2023). The enhanced disclosures included the addition of vint

3. Upjohn Protocols. Upjohn warnings were administered to all three testifying witnesses — Patricia Navarrete, Naveen Chakravarti, and Raymond Hu — prior to each witness preparation session, in accordance with the firm's standard protocols for corporate internal investigations and regulatory proceedings. Each witness was advised that Calderwood & Harkness represented BRB and not the individual witness, that the commu

4. Peer Comparison Analysis. The peer comparison analysis prepared for the Wells Submission (Exhibit B) — which surveyed the CECL methodologies, vintage cohort classification practices, and ACL coverage ratios of twelve peer digital-lending banks — was cited favorably by the SEC Staff in informal communications preceding the termination decision. The analysis demonstrated that BRB's vintage cohort classification appr

5. Bank-Examination Privilege. The bank-examination privilege (protecting confidential supervisory information shared between BRB and the OCC) was successfully preserved throughout the document production process. The firm withheld or redacted OCC supervisory communications from the SEC productions, asserting the bank-examination privilege on the privilege log. The SEC Staff did not challenge these assertions. Separa

6. D&O Insurance Process. The D&O insurance tender was processed promptly (October 5, 2023, less than three weeks after engagement), and Northcastle Mutual's cooperation throughout the claims process was constructive. Thornfield & Rowe LLP, the carrier's claims counsel, did not impose unreasonable billing guidelines or challenge the reasonableness of the firm's fees. The $2.5 million entity retention was absorbed by

7. Recommendation Regarding Future BRB Disclosures. Based on the firm's experience in this matter, we recommend that BRB consider engaging Caldwell Pratt & Stein LLP (its prior securities reporting counsel) or another qualified securities reporting counsel to conduct a proactive, forward-looking review of BRB's CECL disclosures in future periodic filings, particularly as the BridgeFin portfolio continues to grow and

IX. CERTIFICATION AND CLOSING The undersigned, Victoria Chambers and Howard Quinn, in their capacities as Responsible Partner and Billing Partner, respectively, for Matter No. SC-MAT-2023-4172, hereby certify the following:

1. All client obligations under the engagement letter dated September 20, 2023 have been fulfilled. The scope of representation — defense of BRB in connection with SEC Division of Enforcement Investigation File No. HO-14287 — has been completed with the SEC Staff's issuance of the termination letter dated May 30, 2024.

2. All fees due to Calderwood & Harkness LLP in connection with this matter have been billed in full and collected in full. Net fees billed and collected total $3,847,622.00. There are no outstanding receivables, unbilled time, or unresolved fee disputes.

3. All D&O insurance recoveries from Northcastle Mutual Assurance Company have been received by BRB. Total defense costs reimbursed by the carrier amount to $1,966,022.00 (total defense costs of $4,466,022.00 less the $2,500,000.00 entity retention). All carrier payments have been reconciled.

4. The matter is ready for formal closure in the firm's administrative, billing, and conflicts-management systems.

5. There are no outstanding receivables of any nature associated with this matter.

6. There are no pending or anticipated claims against Calderwood & Harkness LLP arising from this engagement, and no circumstances known to the undersigned that would give rise to such a claim.

7. All document retention, conflicts-clearance, and administrative close-out procedures described in this memorandum have been completed or initiated as of the date hereof. Matter No. SC-MAT-2023-4172 is hereby closed effective June 12, 2024. CALDERWOOD & HARKNESS LLP By: ________ Name: Victoria Chambers Title: Partner — White Collar Defense & Investigations Date: June 12, 2024 CALDERWOOD & HARKNESS LLP By: ________