Contract analysis

1. Engagement and Scope of Representation Calderwood & Harkness LLP is pleased to confirm that Belmont Ridge Bank National Association has retained the Firm to represent BRB in connection with the investigation by the U.S. Securities and Exchange Commission ("SEC"), Division of Enforcement, designated as File No. HO-14287 (the "Investigation"). The Investigation relates to the SEC's inquiry into BRB's public disclosu

2. Client Identity — Upjohn / Corporate Representation Protocol It is essential that the identity of our client in this engagement be clearly understood by all parties, including BRB's directors, officers, employees, and agents who may interact with the Firm during the course of the Investigation. The Firm represents Belmont Ridge Bank National Association as a corporate entity. The Firm does not represent, and will

3. Staffing The following attorneys will be principally responsible for representing BRB in connection with the Investigation: Victoria Chambers — Responsible Partner, White Collar Defense & Investigations Practice Group. Ms. Chambers will serve as the primary relationship partner for this engagement. She will have overall responsibility for the strategic direction of the representation, supervisory oversight of all

4. Fee Arrangement 4.1 Hourly Billing Rates Fees for professional services rendered by the Firm in connection with this engagement will be calculated on an hourly basis at the Firm's standard rates for the identified timekeepers, as follows: The hourly rates for any additional attorneys, paralegals, contract document reviewers, or other timekeepers assigned to the engagement will be communicated to BRB at the time of

5. Engagement of Third-Party Consultants Given the technical nature of the issues under investigation — in particular, the quantitative modeling underlying BRB's allowance for credit losses and the BridgeFin loss-rate methodology — C&H anticipates that it will be advisable to retain a forensic accounting consultant to assist the Firm and the Company with the analysis of these issues. The engagement of any such consul

6. Confidentiality and Privilege All communications between C&H and BRB in connection with this engagement — whether oral, written, or electronic — are intended to be, and shall be treated as, confidential and protected by the attorney-client privilege and/or the attorney work-product doctrine to the fullest extent permitted by applicable law. This includes, without limitation, communications regarding legal strategy

7. Document Preservation BRB acknowledges its obligation, arising from the commencement of the Investigation and the SEC's voluntary request letter, to preserve all documents, records, and electronically stored information ("ESI") that are or may be potentially relevant to the Investigation. This obligation extends to all forms of documents and data, including but not limited to paper files, electronic files, emails,

8. Cooperation and Communications The effectiveness of C&H's representation depends upon the full cooperation of BRB and its personnel throughout the course of the Investigation. BRB agrees to cooperate fully with C&H, including by: (a) Making BRB's officers, employees, and agents available on a timely basis for interviews, witness preparation sessions, and, if necessary, investigative testimony; (b) Providing timely

9. Insurance BRB has advised C&H that the Company maintains directors' and officers' liability insurance policies that may provide coverage for defense costs incurred in connection with the Investigation. Based on information provided to the Firm, BRB's current D&O insurance program includes the following relevant policies: (a) Primary Policy: Northcastle Mutual Assurance Company, Policy No. NMA-DO-2023-11847, with a

10. Conflicts of Interest The Firm has conducted a conflicts check in accordance with its standard procedures and the requirements of the New York Rules of Professional Conduct, and, based on the information available to it at this time, is not aware of any conflict of interest that would preclude its representation of BRB in this matter. BRB acknowledges that C&H is a large law firm with offices in multiple jurisdic

11. Termination Either party may terminate this engagement at any time upon written notice to the other party. Termination by either party will not relieve BRB of its obligation to pay all fees and disbursements incurred through the date on which termination becomes effective, in accordance with the fee arrangements set forth in Section 4 above. In the event of termination, C&H will take reasonable steps to protect B

12. No Guarantee of Outcome BRB acknowledges that the Firm has made no promises or guarantees regarding the outcome of the Investigation, including whether the SEC Staff will close the Investigation without action, issue a Wells notice, recommend the filing of an enforcement action, or take any other particular course of action. The outcome of any SEC investigation depends on numerous factors, many of which are beyon

13. File Retention Following the conclusion of the engagement, C&H will retain the engagement file in accordance with the Firm's standard document retention policies. The engagement file includes, without limitation, the Firm's work product, internal memoranda, correspondence, copies of document productions, interview memoranda, and other materials generated or compiled by the Firm in the course of the representation

14. Governing Law and Dispute Resolution This Engagement Letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts-of-law principles. In the event of any dispute, controversy, or claim arising out of or relating to this Engagement Letter or the engagement contemplated herein, including any dispute regarding the Firm's fees, the parties agree that s

15. Acceptance and Execution If the foregoing terms and conditions are acceptable to BRB, please indicate your agreement by signing this Engagement Letter in the space provided below and returning a fully executed counterpart copy to: Victoria Chambers, Partner Calderwood & Harkness LLP 425 Lexington Avenue, 30th Floor New York, New York 10017 vchambers@calderwoodharkness.com This Engagement Letter may be executed in

1. Upjohn / Corporate Representation Advisory Memorandum — setting forth the form and content of the corporate representation warnings to be administered to BRB personnel in connection with witness interviews and preparation sessions (see Section 2).

2. Privilege Protocol & Document Preservation Memorandum — setting forth detailed protocols for preserving attorney-client privilege and work-product protection in communications involving BRB's independent auditor, Whitfield Keane LLP, and any forensic accounting consultant retained pursuant to Section 5, as well as the Firm's detailed litigation hold notice and document preservation instructions (see Sections 6 and

3. Firm Biographical Information — biographical summaries for the attorneys staffed on this engagement (Victoria Chambers, Howard Quinn, Jasmine Thornton, and Liam Donahue) (optional appendix, available upon request). cc: Marcus R. Ellingham, Chief Executive Officer, Belmont Ridge Bank National Association (via electronic mail) cc: Gwendolyn Prescott, Audit Committee Chair, Belmont Ridge Bank National Association (vi