Contract analysis

1. Introduction and Purpose of Engagement Calderwood & Harkness LLP represents Belmont Ridge Bank National Association ("BRB" or the "Client"), a national banking association chartered under the Office of the Comptroller of the Currency ("OCC"), OCC Charter No. 24891, with its principal executive offices located at 200 Park Avenue South, 38th Floor, New York, New York 10003. BRB is publicly traded on the Nasdaq Stock

2. Kovel Doctrine / Work-Product Protection Framework The parties acknowledge and agree that the preservation of the attorney-client privilege and the attorney work-product doctrine is of paramount importance to this engagement. The structure and terms of this engagement are specifically designed to ensure that the protections afforded by these doctrines are maintained in full. 2.1 Brindoval is being retained at the

3. Scope of Engagement / Services Brindoval shall provide the forensic accounting analysis and consulting services described in this Section 3 (collectively, the "Services"), in each case at the direction of and under the supervision of C&H. The scope of the Services may be modified, expanded, or narrowed by C&H in its sole discretion, upon written notice to Brindoval, to reflect the evolving needs of BRB's defense.

4. Brindoval Engagement Team The engagement team assigned by Brindoval to this matter shall be led by: Dr. Franklin Osei, CPA, CFF — Engagement Lead and primary point of contact for all matters arising under this Engagement Letter. Dr. Osei's qualifications include, without limitation: Certified Public Accountant, licensed in the State of California (License No. CPA-98421); Certified in Financial Forensics (CFF), a c

5. Reporting and Direction 5.1 Brindoval shall report to and take direction exclusively from C&H in connection with this engagement. The primary points of contact at C&H for the direction and supervision of Brindoval's work shall be Victoria Chambers, Partner, and Jasmine Thornton, Lead Associate, or such other designees as C&H may identify from time to time. All substantive questions, requests for guidance, and deli

6. Access to Information and Documents 6.1 C&H will facilitate Brindoval's access to BRB documents, data, and personnel as reasonably necessary for Brindoval to perform the Services described in this Engagement Letter. C&H will coordinate all such access with BRB and will use commercially reasonable efforts to ensure that requested documents and data are made available to Brindoval in a timely manner. 6.2 Documents a

7. Fees and Billing 7.1 Hourly Rates. Brindoval shall bill for the Services at its standard hourly rates for engagement professionals, as set forth in the rate schedule attached hereto as Schedule A and incorporated herein by reference. Brindoval represents that the rates set forth in Schedule A are Brindoval's standard rates for engagements of this nature and are consistent with rates charged by Brindoval to similar

8. Confidentiality 8.1 Brindoval acknowledges and agrees that all information, documents, data, and communications provided to Brindoval or generated by Brindoval in connection with this engagement, including but not limited to information concerning BRB's business operations, financial condition, accounting practices, internal controls, personnel, legal strategy, and the SEC investigation (collectively, "Confidentia

9. Conflicts of Interest 9.1 Brindoval represents and warrants that it has conducted a thorough and diligent conflicts check in accordance with its standard professional practices and that, as of the date of this Engagement Letter, Brindoval has no current engagement, client relationship, business relationship, financial interest, or other circumstance that would create a conflict of interest with respect to this eng

10. Independence and Non-Testifying Status 10.1 Brindoval is retained under this Engagement Letter as a consulting expert, not as a testifying expert. The Services performed by Brindoval and all Brindoval Work Product generated in connection with this engagement are intended to remain protected as attorney work product and are not intended for disclosure to any party outside the attorney-client relationship, except a

11. Term and Termination 11.1 This engagement shall commence on October 10, 2023 (the "Effective Date") and shall continue in effect until the earliest of the following: (a) The date on which C&H notifies Brindoval in writing that the engagement is terminated; (b) The date on which the SEC investigation designated as File No. HO-14287 is concluded, as determined by C&H, including by the closing of the investigation w

12. Limitation of Liability and Indemnification 12.1 Limitation of Liability. To the maximum extent permitted by applicable law, Brindoval's aggregate liability to C&H, BRB, and their respective affiliates, officers, directors, employees, and agents for any and all claims, losses, damages, costs, and expenses (including attorneys' fees) arising out of or relating to this engagement or the Services, whether based on c

13. Governing Law and Dispute Resolution 13.1 Governing Law. This Engagement Letter shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of

14. Miscellaneous Provisions 14.1 Entire Agreement. This Engagement Letter, including all schedules and appendices attached hereto and incorporated herein by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the parties with re

15. Acceptance and Execution If the foregoing terms and conditions are acceptable to Brindoval, please indicate your acceptance by signing and returning a copy of this Engagement Letter in the space provided below. We have also included a countersignature block for BRB's General Counsel, Derek Sung, to confirm BRB's awareness of and consent to this engagement. We look forward to working with Brindoval on this importa

1. ACL Estimation for BridgeFin Portfolio: Whether BRB's reported allowance for credit losses for its BridgeFin digital consumer lending platform (approximately $4.1 billion in outstanding loans as of December 31, 2022) was materially understated. BRB reported an ACL of $143.5 million (3.50%); the SEC Staff's preliminary view suggests the ACL should have been approximately $180.8 million (4.41%), a potential understa

2. Treatment of Re-Aged / Modified Loans: Whether BRB's practice of resetting delinquency clocks for 12,847 modified BridgeFin loans ($236.4 million aggregate outstanding balance), thereby treating them as "current," was consistent with ASC 326 and applicable regulatory guidance, and whether BRB's public disclosures adequately described this practice and its impact on reported metrics.

3. Impact on Reported Metrics: The SEC Staff contends that alternative treatment of re-aged loans would result in a net charge-off rate of approximately 3.05% (versus BRB's reported 2.14%) and a 90+ day delinquency rate of approximately 2.38% (versus BRB's reported 1.72%). Outside Counsel: Calderwood & Harkness LLP (Victoria Chambers, Partner — Responsible Partner; Howard Quinn, Partner — Billing Partner; Jasmine Tho