Contract analysis

1. Introduction and Purpose of Letter This firm serves as outside defense counsel to Belmont Ridge Bank National Association ("BRB" or the "Insured"), a national banking association chartered under Office of the Comptroller of the Currency Charter No. 24891. BRB is publicly traded on the Nasdaq Stock Market under the ticker symbol "BRDG" and maintains its principal executive offices at 200 Park Avenue South, 38th Flo

2. Description of the Policy For ease of reference, we set forth below the material terms of the Policy under which this Claim is being tendered: We note for informational purposes that BRB's D&O insurance program includes a first excess layer issued by Cascade Omnivrel Insurance Group under Policy No. CFIG-XS1-2023-5598, providing $10,000,000 in excess coverage above the $15,000,000 primary limit provided by the Pol

3. Description of the Underlying SEC Investigation 3.1 Background on Belmont Ridge Bank National Association BRB is a mid-cap national bank that serves individual, small-business, and commercial clients through a network of 127 retail branches across the northeastern United States and an expanding digital banking platform. As of December 31, 2022, BRB reported the following key financial metrics in its Annual Report

4. Basis for Tender and Coverage Analysis Based on the facts set forth above, BRB hereby tenders the SEC investigation described in this letter as a "Claim" under the Policy. We set forth below the principal bases on which coverage is asserted. The SEC Investigation Constitutes a "Claim." The Policy defines "Claim" broadly to include, among other things, any formal or informal investigation of an Insured by the SEC o

5. Identification of Defense Counsel and Consultants — Request for Approval 5.1 Defense Counsel As noted in Section 1 of this letter, BRB has engaged Calderwood & Harkness LLP as its outside defense counsel in connection with the SEC investigation. The engagement became effective on September 20, 2023, under Engagement No. SC-MAT-2023-4172. A copy of the engagement letter is enclosed herewith as Enclosure 4. The prin

6. Notice and Cooperation Obligations BRB acknowledges and fully intends to comply with all notice, cooperation, and reporting obligations set forth in the Policy. Specifically: Periodic Reporting. BRB, through defense counsel, will provide periodic updates to Northcastle regarding the status of the SEC investigation, including material developments such as the issuance of additional subpoenas, the scheduling and com

7. Prior Counsel and Auditor Information For completeness, we provide the following information regarding other counsel and professional advisors involved in matters related to the SEC investigation: Prior Outside Securities Reporting Counsel. Prior to the engagement of Calderwood & Harkness LLP, BRB's regular outside securities reporting counsel, Caldwell Pratt & Stein LLP ("CPS"), initially received the SEC volunta

8. Requested Actions In light of the foregoing, BRB respectfully requests that Northcastle take the following actions at its earliest convenience:

1. Acknowledgment of Receipt. Provide formal written acknowledgment of receipt of this tender letter and the enclosed materials, confirming that the Claim has been recorded and assigned within Northcastle's claims department.

2. Confirmation of Coverage. Provide written confirmation that the SEC investigation described herein constitutes a covered Claim under Policy No. NMA-DO-2023-11847, subject to the terms, conditions, and exclusions of the Policy.

3. Approval of Defense Counsel and Consultants. Approve Calderwood & Harkness LLP as defense counsel and Brindoval Analytic Partners LLC as an approved forensic accounting consultant, with their respective fees and expenses qualifying as covered Defense Costs under the Policy.

4. Designation of Claims Handler. Designate a specific claims handler or claims examiner within Northcastle's claims department to serve as the primary point of contact for this matter, and confirm the identity and contact information of such individual.

5. Confirmation of Billing and Reporting Protocols. Provide a copy of Northcastle's current billing guidelines and confirm the applicable reporting requirements and communication protocols for this Claim, including the role of Thornfield & Rowe LLP as claims counsel.

6. Confirmation of Retention and Coverage Terms. Confirm that the applicable retention for this Claim is the $2,500,000 entity retention set forth in the Policy, and confirm any other material coverage terms or conditions that BRB should be aware of in connection with this Claim. BRB requests that Northcastle respond to this tender letter within fifteen (15) business days of receipt, or as soon as practicable. Time i

9. Reservation of Rights BRB tenders this Claim without waiver of any rights, defenses, or coverage positions under the Policy, the first excess policy issued by Cascade Omnivrel Insurance Group (Policy No. CFIG-XS1-2023-5598), or any other applicable insurance coverage. Nothing in this letter shall be construed as an admission by BRB, its directors, or its officers regarding the merits of the SEC's investigation or

10. Confidentiality BRB respectfully requests that Northcastle treat all information provided in connection with this tender — including this letter, all enclosed materials, and any subsequent communications related to this Claim — as strictly confidential. Northcastle should not disclose any such information to third parties except as necessary for the administration of this Claim (including communications with Nort

1. Copy of SEC Voluntary Request Letter dated September 18, 2023 (File No. HO-14287)

2. Copy of SEC Formal Order of Investigation No. EN-2023-0947 dated October 12, 2023

3. Copy of SEC Document Subpoena No. HO-14287-001 dated October 15, 2023

4. Calderwood & Harkness LLP Engagement Letter dated September 20, 2023 (Engagement No. SC-MAT-2023-4172)

5. Brindoval Analytic Partners LLC Consulting Engagement Letter dated October 10, 2023

6. Declarations Page of D&O Liability Insurance Policy No. NMA-DO-2023-11847 cc: Derek Sung, General Counsel / Chief Legal Officer Belmont Ridge Bank National Association 200 Park Avenue South, 38th Floor New York, New York 10003 Melinda Tran, Senior Vice President Ridgeline Governance Advisors LLC 100 Federal Street, Suite 3600 Boston, Massachusetts 02110 Brenda Alvaro Thornfield & Rowe LLP (Northcastle Claims Couns