Contract analysis

I. Purpose and Scope This memorandum sets forth the preparation strategy for the investigative testimony of Naveen Chakravarti, Senior Vice President and Division Head of BridgeFin, the digital lending platform division of Belmont Ridge Bank National Association ("BRB" or the "Bank"), before the Staff of the Securities and Exchange Commission ("SEC"), Division of Enforcement. The memorandum is intended to provide the

II. Witness Background A. Professional Role and Responsibilities Naveen Chakravarti holds the title of Senior Vice President and Division Head, BridgeFin Division, at Belmont Ridge Bank National Association. He reports directly to Marcus R. Ellingham, Chief Executive Officer of BRB, with a dotted-line reporting relationship to Patricia Navarrete, Chief Financial Officer, and Annette Kowalski, Chief Risk Officer. This

1. Unsecured Personal Loans: Consumer installment loans originated through BridgeFin's direct-to-consumer digital channel. The average loan size as of December 31, 2022 was approximately $18,400, with terms ranging from 24 to 60 months and annual percentage rates ranging from approximately 7.99% to 24.99% depending on borrower creditworthiness as determined by the AI underwriting model. Personal loans constituted app

2. Small-Business Microloans: Unsecured term loans originated to small businesses (generally defined as businesses with annual revenues below $5 million) through BridgeFin's digital business lending channel. The average loan size was approximately $42,000, with terms ranging from 12 to 48 months. Microloans constituted approximately 38% of BridgeFin's outstanding portfolio as of year-end 2022. Both product types are

III. Upjohn Warnings — Protocol and Reminder Prior to any substantive preparation session with Mr. Chakravarti, counsel must deliver the standard Upjohn warning in accordance with the firm's Upjohn / Corporate Representation Advisory Memorandum (most recently updated November 2023). The warning must be delivered clearly, without equivocation, and in a manner that ensures the witness's full understanding. The followin

1. Calderwood & Harkness LLP represents Belmont Ridge Bank National Association, the corporate entity. Calderwood & Harkness does not represent Naveen Chakravarti in his individual capacity. The firm's client is the Bank, acting through its authorized officers, Board of Directors, and General Counsel's office.

2. Communications between Mr. Chakravarti and Calderwood & Harkness during this preparation and during the testimony itself are protected by the attorney-client privilege. However, this privilege belongs to BRB, not to Mr. Chakravarti personally. Only BRB — acting through its authorized representatives — has the authority to assert or waive the privilege.

3. BRB may choose to waive the privilege at any time, including by disclosing the substance of communications between Mr. Chakravarti and Calderwood & Harkness counsel. This could occur, for example, in connection with a cooperation agreement with the SEC, in response to a regulatory request, or in connection with other litigation or regulatory proceedings. If BRB waives the privilege, the substance of these preparat

4. If Mr. Chakravarti believes that his personal interests may diverge from BRB's interests — at any time during the preparation process, during the testimony itself, or at any point thereafter — he has the right to retain separate personal counsel at his own expense. Alternatively, Mr. Chakravarti may request that BRB consider advancing legal fees for personal counsel under the Bank's indemnification and advancement

5. Notwithstanding the foregoing, Calderwood & Harkness's role in preparing Mr. Chakravarti for testimony is to assist the Bank in presenting truthful, accurate, and complete testimony. Mr. Chakravarti is obligated to testify truthfully at all times. Nothing in these preparation sessions is intended to suggest that Mr. Chakravarti should testify in any manner other than truthfully and completely. Acknowledgment: Mr.

IV. Core Investigation Issues Relevant to Chakravarti's Testimony A. The Central Issue: ACL Understatement Allegation The SEC Staff's core contention in this investigation is that BRB's reported Allowance for Credit Losses ("ACL") for the BridgeFin portfolio materially understated expected credit losses as of December 31, 2022, resulting in materially inaccurate financial statements in the Bank's FY 2022 Form 10-K an

V. Anticipated SEC Staff Question Areas The following sections identify the areas in which the Staff is most likely to focus its questioning, based on: (1) the scope of the Formal Order; (2) the document requests and subpoenas issued to date; (3) the lines of inquiry pursued during Ms. Navarrete's January 18, 2024 testimony; and (4) our own assessment of the logical progression of the Staff's investigation. For each

VI. Key Documents Likely to Be Used as Exhibits by Staff BRB has produced a total of 284,617 documents to the SEC Staff across six rolling productions, Bates-stamped BRB-SEC-000001 through BRB-SEC-284617. Based on our review of the document production, the lines of inquiry pursued during Ms. Navarrete's testimony, and our assessment of the Staff's investigative priorities, we identify the following categories of docu

1. BridgeFin Loan Modification Policy Documents and Amendments. The Staff will almost certainly introduce the original BridgeFin Loan Modification and Servicing Policy (adopted Q3 2020) and any subsequent amendments. Mr. Chakravarti should be thoroughly familiar with each version, including the specific provisions governing re-aging criteria, approval thresholds, and documentation requirements. These documents are in

2. Internal Credit-Quality Reports and Dashboards (FY 2022 and Q1-Q2 2023). The monthly and quarterly credit-quality dashboards prepared by Priya Dasgupta's credit analytics team, showing delinquency rates, charge-off rates, modification volumes, and vintage-level performance data. These dashboards form the core evidentiary record of what Mr. Chakravarti knew about BridgeFin credit trends and when he knew it. The FY

3. Emails and Memoranda Between Chakravarti and Navarrete, Hu, or Kowalski Discussing BridgeFin Credit Trends. Any email correspondence in which Mr. Chakravarti reported, escalated, or discussed credit-quality trends with senior management will be of particular interest to the Staff. The Staff will focus on any emails that show awareness of deteriorating credit quality and will probe whether that awareness was transl

4. Board, Audit Committee, and Risk Committee Presentation Materials. Presentation decks, talking points, and supporting materials prepared by or including input from Mr. Chakravarti for meetings of the Board of Directors, the Audit Committee (chaired by Gwendolyn Prescott), or the Board Risk Committee. These materials establish the information flow to the highest level of corporate governance.

5. CECL Model Documentation. The technical documentation for BRB's enterprise CECL model, including methodology descriptions, data-input specifications, and the specific provisions addressing the treatment of modified and re-aged loans. While this documentation was primarily maintained by CAO Hu's team, Mr. Chakravarti may have reviewed portions of it or participated in discussions about the BridgeFin-specific compon

6. Communications Between BridgeFin and Whitfield Keane (FY 2022 Audit). Any emails, memoranda, data request responses, or meeting notes reflecting interactions between Mr. Chakravarti's team and the external audit team led by engagement partner Lorraine Dupont. Particular focus will be on any inquiries or discussions regarding modification volumes or re-aging treatment.

7. Draft Sections of Public Filings. Draft sections of the FY 2022 Form 10-K and Q1/Q2 2023 Forms 10-Q relating to BridgeFin that Mr. Chakravarti may have reviewed, commented on, or provided data for. The Staff will be interested in any comments or revisions Mr. Chakravarti made or suggested. Preparation sessions should include a detailed document walk-through of the most critical exhibits, particularly the modificat

VII. Recommended Themes and Messaging for Testimony While Mr. Chakravarti must testify truthfully and should not appear to be delivering scripted answers, his testimony should, where the facts permit, consistently reinforce the following affirmative themes. These themes are designed to support BRB's overarching defense position and to provide a framework within which Mr. Chakravarti can place his answers in context.

VIII. Potential Problem Areas and Risk Mitigation A. Emails or Internal Communications Showing Awareness of Credit Deterioration The Risk: The document production almost certainly contains emails or internal communications in which Mr. Chakravarti or members of his team identified, discussed, or flagged rising delinquency rates in post-Q2 2021 vintage cohorts. If the Staff introduces such documents, they will argue t

IX. Testimony Logistics and Ground Rules A. Format Mr. Chakravarti's investigative testimony will be taken under the following conditions: • Sworn testimony: Mr. Chakravarti will be placed under oath at the commencement of the testimony. He should understand that his testimony carries the same legal weight as testimony given in a federal courtroom, and that providing false or misleading testimony under oath constitut