Contract analysis

I. Introduction and Purpose Calderwood & Harkness LLP represents Belmont Ridge Bank National Association ("BRB" or the "Bank") in connection with the above-referenced investigation by the Division of Enforcement (the "Staff") of the U.S. Securities and Exchange Commission (the "Commission"). This representation encompasses all matters arising from Formal Order of Investigation No. EN-2023-0947, issued October 12, 202

II. Proposed Document Custodians Based on the specifications set forth in the Subpoena and BRB's assessment of the individuals most likely to possess documents and communications responsive to the Subpoena's categories of requested materials, BRB proposes the following seven custodians for its initial document collection:

1. Marcus R. Ellingham — Chief Executive Officer, Belmont Ridge Bank National Association. Mr. Ellingham has served as CEO since 2018 and, in that capacity, has oversight of all Bank operations, including the BridgeFin division. He is a signatory to BRB's periodic reports filed with the Commission and participates in the Bank's quarterly earnings calls and investor communications.

2. Patricia "Trish" Navarrete — Chief Financial Officer, Belmont Ridge Bank National Association. Ms. Navarrete is the senior executive responsible for the Bank's financial reporting, including the determination and disclosure of the allowance for credit losses ("ACL"), the adoption and implementation of the current expected credit loss ("CECL") methodology under ASC 326, and the preparation of BRB's Forms 10-K and 1

3. Derek Sung — General Counsel and Chief Legal Officer, Belmont Ridge Bank National Association. Mr. Sung oversees BRB's legal department, including regulatory compliance, corporate governance, and the coordination of outside counsel engagements. Mr. Sung has been involved in communications with both Calderwood & Harkness and BRB's regular securities reporting counsel regarding the matters under investigation. Docum

4. Annette Kowalski — Chief Risk Officer, Belmont Ridge Bank National Association. Ms. Kowalski is responsible for BRB's enterprise risk management function, including oversight of credit risk, model risk, and portfolio risk across all lending divisions. She chairs BRB's internal Model Risk Governance Committee and has oversight responsibility for the validation and ongoing monitoring of the BridgeFin underwriting mo

5. Raymond Hu — Chief Accounting Officer, Belmont Ridge Bank National Association. Mr. Hu oversees BRB's accounting operations, including the preparation of ACL calculations, the application of qualitative overlays and Q-factors, the maintenance of CECL model governance documentation, and the coordination with BRB's independent external auditor, Whitfield Keane LLP ("WK"), on audit and review engagements.

6. Naveen Chakravarti — Senior Vice President and Division Head, BridgeFin Division, Belmont Ridge Bank National Association. Mr. Chakravarti leads the BridgeFin division, which is not a separate legal entity but rather an internal operating division of BRB. BridgeFin operates BRB's digital lending platform, which utilizes a proprietary AI-driven underwriting model. Mr. Chakravarti has direct management responsibilit

7. Gwendolyn Prescott — Audit Committee Chair (Independent Director), Belmont Ridge Bank National Association. Ms. Prescott's custodial collection will be limited to Audit Committee materials, including committee meeting minutes, presentations, and related correspondence, to the extent such materials relate to the ACL, CECL implementation, BridgeFin disclosures, or communications with BRB's independent external audit

III. Proposed Date Range BRB proposes to collect and search for responsive documents dated or created within the period of January 1, 2021 through October 15, 2023 (the date the Subpoena was issued). This date range was selected to provide comprehensive coverage of the relevant time period while remaining proportional to the scope of the Staff's inquiry, for the following reasons: • The proposed start date of January

IV. Proposed Search Terms and Methodology A. Electronic Data Collection BRB will collect electronic documents from the following data sources for each of the proposed custodians: • Email accounts: Each custodian's Strathmore Data Systems / Outlook email account, including all mailbox folders (Inbox, Sent Items, Deleted Items, Drafts, and any user-created folders), as maintained on BRB's email servers and archival sys

V. Proposed Production Format A. Document Format BRB proposes to produce documents in the following format, which is consistent with the Commission's standard production specifications and with the format discussed during the meet-and-confer sessions: Image Format. Documents will be produced in single-page TIFF image format (.tif) at a resolution of 300 dpi, in black and white. Where documents contain color content m

VI. Proposed Production Schedule — Rolling Productions BRB proposes to make its document production on a rolling basis in approximately six tranches, commencing on or about November 1, 2023 and concluding by approximately March 1, 2024. This schedule has been designed to prioritize the production of materials most central to the Staff's inquiry — particularly ACL calculation working papers, BridgeFin credit-quality d

VII. Request for Confidential Treatment of Proprietary Materials A. Nature of Proprietary Materials BRB's BridgeFin division utilizes a proprietary AI-driven underwriting model and credit-scoring algorithm (collectively, the "BridgeFin Model") that represents significant trade secrets and competitively sensitive intellectual property of the Bank. The BridgeFin Model was developed in-house by BRB's data science and cr

Section 21(a) of the Securities Exchange Act of 1934. Section 21(a) imposes upon the Commission an obligation to maintain the confidentiality of information obtained in the course of its investigations. BRB respectfully requests that the Staff honor this obligation with particular care with respect to the proprietary materials identified in this section. BRB's proprietary underwriting models and credit algorithms are

1. That all documents containing proprietary BridgeFin underwriting model specifications, AI/ML algorithm parameters, credit-scoring rubrics, training data parameters, risk-weight calibrations, and related technical documentation be designated "CONFIDENTIAL — PROPRIETARY BUSINESS INFORMATION" and be subject to restricted access within the Division of Enforcement. BRB requests that access to such materials be limited

2. That such materials not be shared with other divisions, offices, or bureaus of the Commission, or with any third party (including other governmental agencies), without prior written notice to BRB and a reasonable opportunity for BRB to seek a protective order from the appropriate tribunal. BRB acknowledges that the Commission's inter-agency information-sharing obligations may require disclosure in certain limited

3. BRB will clearly mark all confidential documents with a "CONFIDENTIAL" designation stamp applied to each page of the document in addition to the standard Bates numbering. This marking will enable the Staff to readily identify materials subject to the confidential treatment request and to apply the appropriate access restrictions.

4. BRB will submit a formal application for confidential treatment under 17 C.F.R. § 200.83 concurrently with the production containing the proprietary materials described above. Based on the current production schedule, BRB anticipates that the formal application will be submitted in connection with Production 4, on or about February 1, 2024. The formal application will identify the specific documents and Bates rang

VIII. Privilege Log Format BRB will maintain and produce a cumulative privilege log on a rolling basis, updated with each production. The privilege log will be provided in both Ashbury Holdings Excel (.xlsx) format and PDF format to facilitate the Staff's review. The privilege log will include the following fields for each withheld or redacted document: BRB anticipates that the privilege log will be substantial in sc

IX. Bank-Examination Privilege BRB notes that certain documents responsive to the Subpoena may be subject to the bank-examination privilege, which protects from disclosure confidential communications between a regulated financial institution and its primary federal banking regulator, as well as examination reports, supervisory correspondence, and related materials prepared by or for the regulator in connection with t

X. Cooperation and Further Discussions BRB remains committed to full and transparent cooperation with the Staff's investigation. BRB views the proposals set forth in this letter as a framework intended to facilitate an efficient and orderly document production, and BRB welcomes further meet-and-confer sessions with the Staff to refine any aspect of the production protocol, including the custodian list, search terms,

XI. Reservation of Rights BRB expressly reserves all rights, privileges, and defenses available to it under applicable law, regulation, and rule, including but not limited to: • The attorney-client privilege; • The attorney work-product doctrine; • The bank-examination privilege; • Any and all other applicable privileges, immunities, or protections recognized under federal or state law; and • All rights and defenses