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1045-00002 · Calderwood & Harkness LLP · documents
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BELMONT RIDGE BANK NATIONAL ASSOCIATION A wholly owned subsidiary of Belmont Ridge Financial Group, Inc.

680 Lexington Avenue, 22nd Floor New York, New York 10022

OCC Charter No. 48271

Tel: (212) 554-8800

February 12, 2025

VIA EMAIL AND ORIGINAL BY OVERNIGHT COURIER

Philip Hartmann, Esq. Responsible Partner, Banking & Finance Practice Group Calderwood & Harkness LLP 1285 Avenue of the Americas, 40th Floor New York, New York 10019

Re: Retainer Deposit Confirmation — BSA/AML and Sanctions Compliance-Program Uplift Engagement; C&H Matter No. 1045-00002

Dear Philip:

I write to confirm that Belmont Ridge Bank National Association ("BRB" or the "Bank"), a national banking association chartered under the laws of the United States and a wholly owned subsidiary of Belmont Ridge Financial Group, Inc. (the "Holding Company"), has deposited the evergreen retainer required in connection with Calderwood & Harkness LLP's ("C&H" or the "Firm") engagement as outside regulatory counsel to the Bank. This deposit is made pursuant to the engagement letter dated February 10, 2025, duly executed by and between Belmont Ridge Bank National Association and Calderwood & Harkness LLP (the "Engagement Letter"), relating to advisory and counsel services in connection with the BSA/AML and sanctions compliance-program uplift (the "Engagement") undertaken by the Bank in response to Consent Order No. OCC-2025-003, issued by the Office of the Comptroller of the Currency (the "OCC") on January 15, 2025. This matter has been assigned C&H Matter No. 1045-00002, which should be referenced on all invoices, correspondence, and communications related to the Engagement.

Retainer Deposit Confirmation

I confirm that, on February 12, 2025, BRB caused a wire transfer in the amount of $500,000.00 (Five Hundred Thousand Dollars and 00/100) to be transmitted from the Bank's operating account at Greaves Bancorp to Calderwood & Harkness LLP's Interest on Lawyers' Trust Account ("IOLTA"), as designated in the Engagement Letter. This deposit constitutes the initial evergreen retainer as set forth in Section 7(a) of the Engagement Letter dated February 10, 2025. A copy of the wire transfer confirmation issued by Greaves Bancorp bearing Federal Reference No. FRBNY-20250212-07849362 is enclosed with this letter for your records.

In accordance with Section 7(b) of the Engagement Letter, the retainer is to be maintained on an evergreen basis throughout the term of the Engagement. Specifically, the retainer shall be held in the Firm's client trust account and applied against outstanding invoices only upon written authorization by the Bank's General Counsel or, in the alternative, automatically applied to any invoice that remains unpaid beyond sixty (60) calendar days of the invoice date, as set forth in Section 7(c) of the Engagement Letter. Any draw against the retainer that reduces the balance below the threshold of $250,000.00 shall trigger a replenishment obligation on the part of BRB within fifteen (15) business days of the Firm's written notice, as provided in Section 7(d) of the Engagement Letter. All interest earned on the retainer deposit while held in the Firm's IOLTA account shall be handled in accordance with applicable New York State bar rules and the Firm's standard trust account procedures.

Engagement Scope

For clarity and completeness, and as a matter of record for the Bank's internal files, I restate our mutual understanding of the scope and phasing of the Engagement, as more fully described in Exhibit A to the Engagement Letter:

Phase 1 — Assessment & Remediation Plan: This phase is scheduled to commence on February 10, 2025, and to conclude no later than May 15, 2025. During Phase 1, the C&H engagement team will conduct a comprehensive gap analysis of the Bank's existing BSA/AML compliance framework, transaction monitoring systems, customer due diligence protocols, and sanctions screening procedures; evaluate the Bank's compliance with the specific directives set forth in Consent Order No. OCC-2025-003; and develop a detailed remediation plan for submission to the OCC, the Bank's Board of Directors, and the Bank's Compliance Committee. Estimated fees for Phase 1 are $4,800,000.

Phase 2 — Implementation & Monitoring: This phase is scheduled to commence on May 16, 2025, and to conclude no later than February 15, 2026. During Phase 2, the C&H engagement team will assist the Bank in implementing the remediation plan developed during Phase 1, including the design and deployment of enhanced transaction monitoring systems, the revision and strengthening of customer identification and enhanced due diligence procedures, the development and delivery of training programs for Bank personnel, and ongoing monitoring and reporting to the OCC as required by the Consent Order. Estimated fees for Phase 2 are $3,200,000.

The total estimated fees for the Engagement across both phases are $8,000,000. As set forth in Section 5(b) of the Engagement Letter, a fee collar of plus or minus fifteen percent (±15%) applies to the total estimated fees, such that the maximum fee exposure under the Engagement, absent further written authorization, is $9,200,000. Any fees that are reasonably anticipated to exceed $9,200,000 in the aggregate require the prior written approval of the Bank's General Counsel. In addition, the Engagement Letter establishes an expense cap of $250,000 for reimbursable costs and disbursements incurred by the Firm in connection with the Engagement, exclusive of expert and consultant costs that will be billed directly to BRB pursuant to separate engagement arrangements with such experts and consultants, as approved in advance by the Bank. Finally, I confirm our understanding that C&H will submit detailed monthly invoices in accordance with the Uniform Task-Based Management System (UTBMS) billing codes, with payment terms of net thirty (30) days from the date of the Bank's receipt of each such invoice.

Confirmation of Engagement Team Billing Rates

The Bank acknowledges and agrees to the following 2025 standard billing rates for the members of the engagement team assigned to this matter, as set forth in Exhibit B to the Engagement Letter:

These rates are the 2025 rates as specified in the Engagement Letter and are subject to annual adjustment only in accordance with the terms set forth in Section 5(d) thereof, which provides that any rate increases effective January 1, 2026, shall not exceed five percent (5%) without the prior written consent of the Bank's General Counsel. To the extent that additional timekeepers are assigned to the Engagement, their rates shall be communicated to and approved by the undersigned in writing prior to the commencement of any billable work on the matter, consistent with Section 4(c) of the Engagement Letter.

Authorized Contacts and Billing Inquiries

For purposes of the Engagement, the following individuals are designated as the Bank's authorized contacts:

Primary Contact — Engagement and Billing Matters: Gregory Nardone General Counsel & Corporate Secretary Belmont Ridge Bank National Association 680 Lexington Avenue, 22nd Floor New York, New York 10022 Tel: (212) 554-8810

Email: gnardone@belmontridgebank.com

Finance Contact — Wire Transfers and Payment Processing: Samantha Reeves Chief Financial Officer Belmont Ridge Bank National Association 680 Lexington Avenue, 22nd Floor New York, New York 10022 Tel: (212) 554-8825

Email: sreeves@belmontridgebank.com

All invoices rendered by the Firm in connection with the Engagement, including monthly fee statements and any requests for expense reimbursement, should be directed to my attention at the address set forth above, with a courtesy copy transmitted electronically to gnardone@belmontridgebank.com. Any questions regarding payment processing, wire transfer instructions, or retainer replenishment should be directed to Ms. Reeves at the contact information provided above.

Request for Confirmation

I respectfully request that Calderwood & Harkness confirm receipt of the $500,000.00 retainer deposit at its earliest convenience, and that such confirmation be transmitted in writing to the undersigned by email or letter. Should there be any discrepancies, shortfalls, or issues whatsoever with respect to the wire transfer or the crediting of the retainer deposit to the Firm's client trust account, I ask that you communicate such matters promptly to me directly, or, in my absence, to the Bank's finance department through Ms. Reeves, so that we may resolve any such issues without delay.

Closing

The Bank sincerely appreciates Calderwood & Harkness's willingness to accept this engagement on what we recognize is an accelerated timeline, and we are grateful for the depth of regulatory expertise and institutional knowledge that the C&H team brings to this critical compliance-program uplift initiative. We look forward to a productive and collaborative working relationship with you, Mr. Delgado, Ms. Nakamura, Mr. Espinoza, and the broader C&H team as we work together to address the requirements of the Consent Order and to strengthen the Bank's BSA/AML and sanctions compliance infrastructure for the long term.

This letter and the referenced Engagement Letter dated February 10, 2025, together constitute the complete understanding between Belmont Ridge Bank National Association and Calderwood & Harkness LLP regarding the retainer deposit, fee arrangements, and billing terms for the Engagement. No modification, amendment, or waiver of any provision hereof or of the Engagement Letter shall be effective unless set forth in a written instrument duly executed by both parties.

Please do not hesitate to contact me if you have any questions or require any additional information.

Very truly yours,

BELMONT RIDGE BANK NATIONAL ASSOCIATION

By: ________

Gregory Nardone General Counsel & Corporate Secretary Belmont Ridge Bank National Association Belmont Ridge Financial Group, Inc. 680 Lexington Avenue, 22nd Floor New York, New York 10022 Tel: (212) 554-8810

Email: gnardone@belmontridgebank.com

Encl.: Wire Transfer Confirmation dated February 12, 2025 (Federal Reference No. FRBNY-20250212-07849362)

cc:

Diane Whitford, Chief Executive Officer, Belmont Ridge Bank National Association Samantha Reeves, Chief Financial Officer, Belmont Ridge Bank National Association Patricia Langston, Chief Compliance Officer, Belmont Ridge Bank National Association Marcus Delgado, Esq., Calderwood & Harkness LLP (Billing Partner)

TimekeeperRolePractice Group2025 Hourly Rate
Philip HartmannResponsible PartnerBanking & Finance$1,450
Marcus DelgadoBilling PartnerIntellectual Property$1,350
Yuki NakamuraLead AssociateLitigation (General)$895
Carlos EspinozaWorking AssociateLitigation (General)$725