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MUTUAL NON-DISCLOSURE AGREEMENT

CONFIDENTIAL TREATMENT REQUESTED

THIS MUTUAL NON-DISCLOSURE AGREEMENT (this "Agreement") is made and entered into as of ____, 2025 (the "Effective Date"),

by and between:

BELMONT RIDGE BANK NATIONAL ASSOCIATION, a national banking association chartered under the National Bank Act, 12 U.S.C. § 21 et seq., with its principal office located at 680 Lexington Avenue, 22nd Floor, New York, New York 10022 (hereinafter referred to as "BRB" or, as context requires, the "Disclosing Party" or the "Receiving Party" or a "Party");

and

RIDGELINE DATA SYSTEMS LLC, a Delaware limited liability company, with its principal office located at 500 West Monroe Street, Suite 2800, Chicago, Illinois 60661 (hereinafter referred to as "Ridgeline" or, as context requires, the "Disclosing Party" or the "Receiving Party" or a "Party").

BRB and Ridgeline are sometimes referred to herein collectively as the "Parties" and each individually as a "Party."

RECITALS

WHEREAS, Belmont Ridge Bank National Association is a national banking association holding Office of the Comptroller of the Currency ("OCC") Charter No. 48271 and Federal Deposit Insurance Corporation ("FDIC") Certificate No. 31845, and is a wholly owned subsidiary of Belmont Ridge Financial Group, Inc. ("BRFG"), a Delaware corporation and registered bank holding company whose common stock is listed on the New York Stock Exchange (NYSE: BRFG), headquartered at 680 Lexington Avenue, 22nd Floor, New York, New York 10022;

WHEREAS, Ridgeline Data Systems LLC is a Delaware limited liability company that develops, licenses, and provides transaction monitoring and sanctions screening technology solutions specifically designed for regulated financial institutions, including national banks, state-chartered banks, credit unions, and money services businesses;

WHEREAS, BRB desires to evaluate Ridgeline's proprietary transaction monitoring and sanctions screening platform as a potential alternative to BRB's existing anti-money laundering ("AML") technology infrastructure, including for purposes of enhancing BRB's Bank Secrecy Act/Anti-Money Laundering ("BSA/AML") compliance program and Office of Foreign Assets Control ("OFAC") sanctions screening capabilities (the "Evaluation");

WHEREAS, in connection with the Evaluation, each Party anticipates that it may disclose to the other Party certain confidential and proprietary information, including without limitation technical specifications, system architecture documentation, pricing proposals, business plans, customer data (in anonymized or aggregated form only), compliance program details, regulatory correspondence, remediation plans, and other related materials that the disclosing Party considers to be commercially sensitive and proprietary;

WHEREAS, the Parties acknowledge that the protection of such confidential and proprietary information is essential to the willingness of each Party to engage in the Evaluation and that unauthorized disclosure or use of such information could cause substantial and irreparable harm to the disclosing Party; and

WHEREAS, the Parties desire to establish the terms and conditions under which such Confidential Information (as defined below) will be disclosed, received, handled, and protected in connection with the Evaluation.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

SECTION 1: DEFINITIONS

1.1 "Confidential Information." As used in this Agreement, "Confidential Information" means any and all non-public, proprietary, or confidential information disclosed by one Party (in its capacity as the "Disclosing Party") to the other Party (in its capacity as the "Receiving Party"), whether disclosed orally, in writing, electronically, visually, or by any other means, and whether or not marked, labeled, or otherwise designated as "confidential," "proprietary," "restricted," or words of similar import, including but not limited to:

(a) Technical Information: software architecture, system specifications, algorithms, source code, object code, application programming interfaces ("APIs"), data models, database schemas, data dictionaries, product roadmaps, development timelines, performance benchmarks, testing results, integration specifications, security protocols, encryption methodologies, and related technical documentation pertaining to transaction monitoring systems, sanctions screening platforms, and associated technology infrastructure;

(b) Business Information: pricing structures, fee proposals (including, without limitation, Ridgeline's proposed annual contract value, multi-year term structures, and any related pricing schedules or discount arrangements), contract terms and conditions, customer lists, client references, vendor relationships, supplier agreements, financial data, revenue figures, profit margins, business plans, marketing strategies, competitive analyses, market research, sales pipelines, and strategic planning materials;

(c) Regulatory and Compliance Information: BSA/AML program details, compliance policies and procedures, OFAC compliance infrastructure, transaction monitoring rules and scenarios, alert management protocols, suspicious activity reporting statistics and methodologies, regulatory examination findings, regulatory correspondence (including but not limited to supervisory letters, matters requiring attention ("MRAs"), matters requiring immediate attention ("MRIAs"), consent orders, and related communications), remediation plans and progress reports, independent consultant reports and work product, and related compliance infrastructure details;

(d) Financial Information: audited and unaudited financial statements, budgets, financial projections, cost analyses, capital expenditure plans, return-on-investment analyses, total cost of ownership calculations, and vendor comparison financial models;

(e) Personnel Information: names, roles, qualifications, compensation levels, and organizational structures of individuals involved in the Evaluation or referenced in connection therewith, including key personnel within each Party's compliance, technology, legal, and executive functions; and

(f) Derived Materials: any analyses, compilations, studies, notes, interpretations, memoranda, summaries, models, or other documents or materials prepared by the Receiving Party or its Representatives that contain, reflect, are based upon, or are derived from, in whole or in part, Confidential Information of the Disclosing Party.

For the avoidance of doubt, Confidential Information includes information disclosed prior to the execution of this Agreement in anticipation of the Evaluation, provided such information was disclosed in connection with the subject matter hereof and on or after January 15, 2025.

1.2 "Representatives." As used in this Agreement, "Representatives" means, with respect to either Party, such Party's directors, officers, employees, agents, advisors (including, without limitation, outside legal counsel, financial advisors, accountants, and consultants), auditors, and independent contractors who (i) have a bona fide need to know the Confidential Information in connection with the Evaluation, and (ii) are bound by confidentiality obligations no less restrictive than those set forth in this Agreement (or, in the case of legal counsel, by applicable professional ethical obligations regarding client confidences and attorney-client privilege).

(a) With respect to BRB, "Representatives" includes, without limitation: (i) personnel within BRB's BSA/AML Department, including the BSA/AML Officer and direct reports; (ii) personnel within BRB's Information Technology and Chief Technology Officer's office; (iii) personnel within BRB's Compliance Department; (iv) personnel within BRB's Fintech Partnerships and Banking-as-a-Service ("BaaS") Division; (v) personnel within BRB's Enterprise Risk Management function; (vi) members of BRB's executive management team and board of directors, as applicable; (vii) BRB's outside counsel, Calderwood & Harkness LLP, 1285 Avenue of the Americas, 40th Floor, New York, New York 10019; and (viii) any OCC-mandated independent consultant engaged by BRB in connection with its regulatory obligations, currently Thornfield Consulting Group LLC, 200 Park Avenue South, 15th Floor, New York, New York 10003.

(b) With respect to Ridgeline, "Representatives" includes, without limitation: (i) Ridgeline's officers and members of its executive management team; (ii) employees within Ridgeline's product development, engineering, and implementation teams; (iii) employees within Ridgeline's sales, customer success, and solutions architecture functions; (iv) Ridgeline's in-house and outside legal counsel; and (v) authorized subcontractors who have been identified in writing to BRB and who have executed confidentiality agreements consistent with the requirements of this Agreement.

1.3 "Evaluation." As used in this Agreement, "Evaluation" means the process by which BRB is evaluating Ridgeline's transaction monitoring and sanctions screening platform as a potential replacement for or supplement to BRB's existing technology vendor arrangements for purposes of BSA/AML compliance and OFAC sanctions screening enhancement, including, without limitation, technical demonstrations, product presentations, proof-of-concept exercises, sandbox environment testing, due diligence reviews, vendor risk assessments, reference checks, pricing negotiations, contract term negotiations, and all related activities conducted by or on behalf of either Party in furtherance of the foregoing.

1.4 "Disclosing Party." As used in this Agreement, "Disclosing Party" means the Party that discloses or makes available Confidential Information to the other Party, directly or through its Representatives.

1.5 "Receiving Party." As used in this Agreement, "Receiving Party" means the Party that receives or obtains access to Confidential Information from the Disclosing Party, directly or through the Disclosing Party's Representatives.

SECTION 2: OBLIGATIONS OF CONFIDENTIALITY

2.1 Non-Disclosure. The Receiving Party shall hold all Confidential Information of the Disclosing Party in strict confidence and shall not disclose, publish, disseminate, or otherwise make available any Confidential Information to any third party, except as expressly permitted by this Agreement. The Receiving Party shall use the same degree of care to protect the Disclosing Party's Confidential Information as it uses to protect its own confidential information of a similar nature and importance, but in no event less than a reasonable degree of care. Each Party represents that the degree of care it applies to the protection of its own confidential information is no less than a reasonable degree of care.

2.2 Permitted Use. The Receiving Party shall use the Confidential Information of the Disclosing Party solely for the purpose of the Evaluation and for no other purpose whatsoever. Without limiting the generality of the foregoing, the Receiving Party shall not use any Confidential Information of the Disclosing Party for purposes of competitive analysis unrelated to the Evaluation, product development unrelated to the Evaluation, reverse engineering (except to the extent expressly permitted by applicable law notwithstanding contractual restrictions), solicitation of the Disclosing Party's customers, employees, or vendors, or any other commercial or non-commercial purpose outside the scope of the Evaluation. Any use of Confidential Information beyond the scope of the Evaluation shall require the prior written consent of the Disclosing Party.

2.3 Disclosure to Representatives. The Receiving Party may disclose Confidential Information of the Disclosing Party to those of its Representatives who have a bona fide need to know such information in connection with the Evaluation, provided that:

(a) prior to any such disclosure, the Receiving Party shall inform each such Representative of the confidential nature of the Confidential Information and of the terms and conditions of this Agreement, including the obligations of confidentiality and restrictions on use set forth herein;

(b) each such Representative shall be bound by written confidentiality obligations that are no less restrictive than the obligations imposed upon the Receiving Party under this Agreement, or, in the case of Representatives who are attorneys at law, by applicable rules of professional conduct governing the protection of client confidences and attorney-client privileged information;

(c) the Receiving Party shall maintain a current list of all Representatives to whom Confidential Information has been disclosed and shall make such list available to the Disclosing Party upon reasonable written request; and

(d) the Receiving Party shall be fully responsible and liable for any breach of this Agreement by any of its Representatives, and any act or omission of a Representative that would constitute a breach of this Agreement if committed by the Receiving Party shall be deemed a breach by the Receiving Party.

2.4 No Obligation to Disclose. Nothing in this Agreement shall be construed as obligating either Party to disclose any particular Confidential Information to the other Party. All disclosures of Confidential Information under this Agreement are made on a voluntary basis, and the decision regarding whether, when, and to what extent Confidential Information is disclosed shall be within the sole discretion of the Disclosing Party. The Receiving Party acknowledges that neither the Disclosing Party nor any of its Representatives makes any representation or warranty as to the completeness of any Confidential Information that may be disclosed.

2.5 Security Measures. Each Party shall implement and maintain administrative, technical, and physical safeguards that are reasonably designed to protect the confidentiality, integrity, and availability of Confidential Information in its possession or control, consistent with industry standards applicable to the handling of sensitive business information in the financial services sector. Without limiting the foregoing, electronic copies of Confidential Information shall be stored on systems with appropriate access controls, encryption, and monitoring capabilities.

SECTION 3: EXCLUSIONS FROM CONFIDENTIAL INFORMATION

The obligations of confidentiality set forth in this Agreement shall not apply to any information that the Receiving Party can demonstrate by clear and convincing evidence:

(a) Public Availability. Is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party or any of its Representatives in violation of this Agreement or any other obligation of confidentiality owed to the Disclosing Party;

(b) Prior Knowledge. Was already known to the Receiving Party on a non-confidential basis prior to disclosure by the Disclosing Party, as demonstrated by contemporaneous written records in the Receiving Party's possession that pre-date the date of disclosure hereunder;

(c) Third-Party Source. Is or becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or any of the Disclosing Party's Representatives, provided that such source is not known by the Receiving Party (after reasonable inquiry) to be bound by a confidentiality agreement with, or other contractual, legal, or fiduciary obligation of confidentiality to, the Disclosing Party with respect to such information; or

(d) Independent Development. Is independently developed by the Receiving Party or its Representatives without any use of, reference to, or reliance upon the Disclosing Party's Confidential Information, as demonstrated by contemporaneous written records of such independent development.

The burden of establishing any of the foregoing exclusions shall rest with the Receiving Party claiming such exclusion. A specific item of Confidential Information shall not be deemed to fall within any of the foregoing exclusions merely because broader or more general information is or becomes publicly available or is in the Receiving Party's possession; rather, each specific item of Confidential Information must independently satisfy the applicable exclusion.

SECTION 4: PERMITTED DISCLOSURES — REGULATORY AND LEGAL REQUIREMENTS

4.1 Compelled Disclosure. If the Receiving Party or any of its Representatives becomes legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand, administrative summons, court order, or similar legal or regulatory process) or is required by applicable federal, state, or foreign law, regulation, rule, or by the rules or regulations of any national securities exchange, self-regulatory organization, or governmental authority to disclose any Confidential Information, the Receiving Party shall, to the extent legally permitted:

(a) provide the Disclosing Party with prompt written notice of such compulsion or requirement, and in any event no later than five (5) business days prior to the required disclosure date (or such shorter period as may be required by applicable law), so that the Disclosing Party may, at its sole expense, seek a protective order, motion to quash, or other appropriate remedy or relief;

(b) reasonably cooperate with the Disclosing Party, at the Disclosing Party's expense, in the Disclosing Party's efforts to obtain such protective order, motion to quash, or other appropriate remedy;

(c) disclose only that portion of the Confidential Information that the Receiving Party is advised by its legal counsel is legally required to be disclosed in response to such compulsion or requirement, and shall exercise commercially reasonable efforts to preserve the confidentiality of the remaining Confidential Information; and

(d) use commercially reasonable efforts to obtain reliable assurances that confidential treatment will be accorded to any Confidential Information so disclosed, including by requesting that such information be filed under seal or subject to a protective order or confidentiality agreement, as applicable.

For the avoidance of doubt, in the event a protective order or other remedy is not obtained by the Disclosing Party, the Receiving Party may disclose Confidential Information to the extent required by law without such disclosure constituting a breach of this Agreement.

4.2 Regulatory Disclosures. Notwithstanding any other provision of this Agreement, BRB may disclose Confidential Information of Ridgeline (including, without limitation, the existence of this Agreement, the terms and conditions hereof, the existence and status of the Evaluation, and any Confidential Information of Ridgeline that is relevant thereto) to:

(a) the Office of the Comptroller of the Currency (the "OCC"), including without limitation the OCC Northeastern District Office, located at 340 Madison Avenue, New York, New York 10017, and BRB's designated Examiner-in-Charge, in connection with OCC supervisory examinations, ongoing monitoring, and any formal or informal enforcement actions;

(b) the Financial Crimes Enforcement Network ("FinCEN"), a bureau of the United States Department of the Treasury;

(d) the Board of Governors of the Federal Reserve System (the "Federal Reserve"), in its capacity as the consolidated supervisor of BRFG as a bank holding company;

(e) any other federal or state banking regulator, financial regulator, or law enforcement agency having jurisdiction over BRB or its activities, including without limitation the New York State Department of Financial Services ("NYDFS"), the United States Department of Justice ("DOJ"), and the Securities and Exchange Commission ("SEC"); and

(f) BRB's OCC-mandated independent consultant, currently Thornfield Consulting Group LLC, 200 Park Avenue South, 15th Floor, New York, New York 10003, in connection with such consultant's assessment, validation, and reporting activities as directed or required by the OCC;

in each case, to the extent such disclosure is required or reasonably necessary in connection with BRB's regulatory compliance obligations, supervisory requirements, examination processes, or related governmental inquiries or proceedings. Such disclosures may be made without the prior consent of Ridgeline, without any obligation to provide prior or subsequent notice to Ridgeline, and without any obligation to seek confidential treatment of such information (although BRB may, in its discretion, request that the receiving regulatory authority accord confidential treatment to the extent permitted by applicable law). No such disclosure shall constitute a breach of this Agreement by BRB.

Ridgeline expressly acknowledges and agrees that BRB is a federally chartered and regulated national banking association subject to extensive and ongoing regulatory examination, supervisory oversight, and reporting obligations under applicable federal banking laws and regulations, including without limitation the National Bank Act, the Bank Secrecy Act, the USA PATRIOT Act, the International Emergency Economic Powers Act, and the regulations promulgated thereunder. Ridgeline further acknowledges and agrees that BRB's regulatory compliance obligations supersede Ridgeline's confidentiality interests to the extent of any conflict between such obligations and the confidentiality protections set forth in this Agreement.

SECTION 5: RETURN AND DESTRUCTION OF CONFIDENTIAL INFORMATION

5.1 Return or Destruction. Upon the written request of the Disclosing Party, or upon termination or expiration of this Agreement (whichever is earlier), the Receiving Party shall promptly (and in any event within fifteen (15) business days of such request, termination, or expiration):

(a) return to the Disclosing Party all documents, materials, and other tangible embodiments of Confidential Information in the Receiving Party's possession or control, including all originals, copies, reproductions, extracts, and summaries thereof, in whatever form or medium (including electronic media, hard copies, and any other tangible form); or

(b) at the Disclosing Party's written election (which election may be made in the Disclosing Party's sole discretion), destroy all such documents, materials, and other tangible embodiments of Confidential Information, including all copies, reproductions, extracts, and summaries thereof, and provide to the Disclosing Party a written certification of such destruction signed by a duly authorized officer of the Receiving Party, which certification shall confirm that all Confidential Information has been destroyed in accordance with this Section 5.1 and shall identify the methods of destruction employed.

5.2 Retained Copies. Notwithstanding Section 5.1 above:

(a) the Receiving Party may retain one (1) archival copy of the Confidential Information solely for the purpose of establishing compliance with applicable legal and regulatory requirements and for internal legal and compliance record-keeping purposes, provided that such retained copy shall remain subject to the continuing confidentiality obligations and use restrictions of this Agreement for the full duration of the survival period set forth in Section 9.2;

(b) the Receiving Party shall not be required to return or destroy Confidential Information that is stored on routine electronic backup systems or disaster recovery systems maintained by the Receiving Party in the ordinary course of its business operations, provided that (i) such information is not intentionally accessed, retrieved, or used by the Receiving Party or its Representatives for any purpose following the date of the return or destruction request, termination, or expiration (as applicable), and (ii) such information remains subject to the confidentiality obligations and use restrictions of this Agreement for the full duration of the survival period set forth in Section 9.2; and

(c) Representatives of the Receiving Party who are attorneys at law (whether in-house or outside counsel) may retain copies of Confidential Information as required by applicable professional ethical obligations, rules of professional conduct, or law firm document retention policies, provided that such retained copies shall remain subject to the confidentiality obligations and use restrictions of this Agreement and applicable rules of professional conduct.

5.3 Derived Materials. All Derived Materials prepared by the Receiving Party or its Representatives shall be deemed Confidential Information of the Disclosing Party from whose Confidential Information such Derived Materials were derived, and shall be subject to the return and destruction provisions of this Section 5 on the same terms and conditions as other Confidential Information. For the avoidance of doubt, the Receiving Party's obligation to return or destroy Derived Materials extends to all Derived Materials in the possession or control of the Receiving Party and its Representatives.

5.4 Continuing Obligations. The return or destruction of Confidential Information pursuant to this Section 5 shall not relieve the Receiving Party of its obligations of confidentiality under this Agreement with respect to any Confidential Information that was disclosed to or received by the Receiving Party during the term of this Agreement.

SECTION 6: NO REPRESENTATIONS OR WARRANTIES

6.1 "As Is" Disclosure. ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS" WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY REPRESENTATION OR WARRANTY AS TO THE ACCURACY, COMPLETENESS, RELIABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR SUITABILITY OF ANY CONFIDENTIAL INFORMATION FOR ANY PARTICULAR USE OR APPLICATION. Neither the Disclosing Party nor any of its Representatives shall have any liability to the Receiving Party or any of the Receiving Party's Representatives relating to or arising from the Receiving Party's or its Representatives' use of, or reliance upon, any Confidential Information, or for any errors, omissions, or inaccuracies therein or omissions therefrom. The Receiving Party acknowledges that it shall be solely responsible for forming its own opinions, assessments, and conclusions regarding any Confidential Information and any matter arising therefrom.

6.2 No Obligation to Proceed. This Agreement does not obligate either Party to enter into any further agreement, transaction, or business relationship of any kind, including without limitation any technology licensing agreement, master services agreement, software-as-a-service agreement, vendor engagement, professional services agreement, or any other commercial arrangement. The disclosure of Confidential Information and the conduct of the Evaluation shall not be construed as a commitment by either Party to consummate any transaction or to continue the Evaluation beyond any particular point. Either Party may terminate or suspend discussions related to the Evaluation at any time, for any reason or for no reason, in its sole and absolute discretion, without any liability to the other Party for costs, expenses, lost profits, lost opportunities, or damages of any kind arising from such termination or suspension.

SECTION 7: INTELLECTUAL PROPERTY

7.1 No License Granted. Nothing in this Agreement shall be construed as granting, conveying, or conferring upon the Receiving Party any license (express, implied, by estoppel, or otherwise), ownership interest, or other right, title, or interest in or to any Confidential Information, or any patent, patent application, copyright, trademark, trade secret, or other intellectual property right of the Disclosing Party. No license or right under any patent, copyright, trademark, trade secret, or other intellectual property right is granted or implied by the disclosure of Confidential Information hereunder or by the conduct of the Evaluation.

7.2 Ownership. All Confidential Information shall remain the sole and exclusive property of the Disclosing Party (or its licensors, affiliates, or other third parties from whom the Disclosing Party has obtained rights, as applicable). Nothing in this Agreement shall be construed to transfer any ownership rights in or to any Confidential Information from the Disclosing Party to the Receiving Party, and the Receiving Party hereby disclaims any and all claims of ownership in the Confidential Information of the Disclosing Party.

SECTION 8: NON-SOLICITATION

8.1 Non-Solicitation of Employees. During the term of this Agreement and for a period of twelve (12) months following the termination or expiration of this Agreement (the "Restricted Period"), neither Party shall, directly or indirectly, whether on its own behalf or on behalf of any other person or entity, solicit for employment, recruit, hire, or engage as an employee, independent contractor, consultant, or in any other capacity, any employee of the other Party (a) with whom such Party (or its Representatives) had direct personal contact in connection with the Evaluation, or (b) about whom such Party (or its Representatives) received Confidential Information in connection with the Evaluation.

8.2 Exceptions. The restriction set forth in Section 8.1 above shall not apply to:

(a) general solicitations of employment through public advertisements, job postings, or search firm engagements that are not specifically directed at, or targeted toward, the employees of the other Party; or

(b) any employee of the other Party who contacts the hiring Party on his or her own initiative, without any direct or indirect solicitation by the hiring Party or any of its Representatives, provided that the hiring Party can demonstrate that no solicitation occurred.

8.3 Remedies. The Parties acknowledge that any violation of this Section 8 would cause irreparable harm to the non-breaching Party and that monetary damages would be an inadequate remedy. In the event of a breach or threatened breach of this Section 8, the non-breaching Party shall be entitled to seek the remedies set forth in Section 10 of this Agreement.

SECTION 9: TERM AND TERMINATION

9.1 Term. This Agreement shall be effective as of the Effective Date and shall remain in full force and effect for a period of two (2) years from the Effective Date (the "Term"), unless earlier terminated by either Party upon not less than thirty (30) days' prior written notice to the other Party, delivered in accordance with Section 12.7 of this Agreement. Termination of this Agreement shall not affect any rights or obligations that have accrued prior to the effective date of such termination.

9.2 Survival. The confidentiality obligations of the Receiving Party with respect to Confidential Information disclosed by the Disclosing Party during the Term of this Agreement shall survive the termination or expiration of this Agreement for a period of three (3) years from the date of such termination or expiration (the "Survival Period"). Without limiting the foregoing, the following Sections of this Agreement shall survive any termination or expiration of this Agreement and shall continue in full force and effect for the duration of the Survival Period (or, in the case of Sections that by their nature are intended to survive indefinitely, without time limitation): Section 3 (Exclusions from Confidential Information), Section 4 (Permitted Disclosures — Regulatory and Legal Requirements), Section 5 (Return and Destruction of Confidential Information), Section 6 (No Representations or Warranties), Section 7 (Intellectual Property), Section 10 (Remedies), Section 11 (Governing Law and Dispute Resolution), and Section 12 (General Provisions).

SECTION 10: REMEDIES

10.1 Irreparable Harm. Each Party acknowledges and agrees that any breach or threatened breach of this Agreement by the Receiving Party or any of its Representatives may cause irreparable and continuing harm to the Disclosing Party for which monetary damages would be an inadequate and insufficient remedy. The Parties acknowledge that the Confidential Information subject to this Agreement includes highly sensitive business, technical, financial, and regulatory information, the unauthorized disclosure of which could result in competitive harm, reputational damage, regulatory consequences, and other injuries that cannot be fully quantified or compensated by an award of monetary damages.

10.2 Equitable Relief. In the event of any actual or threatened breach of this Agreement, the Disclosing Party shall be entitled to seek equitable relief, including without limitation temporary restraining orders, preliminary and permanent injunctions, and orders of specific performance, in addition to all other remedies available at law or in equity. The Receiving Party agrees that the Disclosing Party shall not be required to post any bond or other security as a condition to obtaining such equitable relief, and the Receiving Party hereby waives any requirement for the posting of any such bond or security. The Receiving Party further agrees that the Disclosing Party shall not be required to prove actual damages as a prerequisite to obtaining equitable relief. The pursuit of equitable relief shall not be deemed an election of remedies and shall not preclude the Disclosing Party from pursuing any other remedy to which it may be entitled, whether at law, in equity, or otherwise.

SECTION 11: GOVERNING LAW AND DISPUTE RESOLUTION

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-law rules, principles, 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 New York. To the extent that any federal law is applicable to the interpretation or enforcement of this Agreement (including, without limitation, federal banking laws and regulations), such federal law shall apply.

11.2 Jurisdiction and Venue. Each Party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and the courts of the State of New York located in the Borough of Manhattan, City and State of New York, for purposes of any action, suit, or proceeding arising out of or relating to this Agreement, the Confidential Information, or the Evaluation (collectively, "Proceedings"). Each Party agrees that all claims in respect of any such Proceedings may be heard and determined in any such court. Each Party hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any such Proceeding in any such court and any claim that any such Proceeding has been brought in an inconvenient forum. Each Party further agrees that service of process in any such Proceeding may be made by delivery in accordance with the notice provisions set forth in Section 12.7 of this Agreement.

11.3 Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

SECTION 12: GENERAL PROVISIONS

12.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, representations, discussions, and communications, whether oral or written, relating to the confidentiality of information exchanged in connection with the Evaluation. There are no representations, warranties, covenants, conditions, or other agreements, express or implied, collateral, statutory, or otherwise, between the Parties in connection with the subject matter of this Agreement, except as specifically set forth herein.

12.2 Amendments. This Agreement may not be amended, modified, supplemented, restated, or waived except by a written instrument duly executed by authorized representatives of both Parties. No oral modification of this Agreement shall be effective or binding upon either Party.

12.3 Assignment. Neither Party may assign, transfer, delegate, or otherwise convey this Agreement or any of its rights, interests, or obligations hereunder, in whole or in part, without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned, or delayed; provided, however, that BRB may assign this Agreement without the prior consent of Ridgeline to any affiliate, subsidiary, or successor entity of BRB or BRFG, including without limitation to Belmont Ridge Financial Group, Inc. or any entity resulting from a merger, consolidation, reorganization, or sale of all or substantially all of BRB's assets. Any purported assignment in violation of this Section 12.3 shall be null and void and of no force or effect.

12.4 Waiver. No failure or delay by either Party in exercising any right, power, privilege, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, privilege, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, privilege, or remedy. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party granting such waiver. A waiver granted on one occasion shall not be construed as a waiver of the same or any other right on any subsequent occasion.

12.5 Severability. If any provision of this Agreement, or the application of any provision to any person or circumstance, is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and all other provisions shall remain in full force and effect. The Parties shall negotiate in good faith to replace any invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that reflects, to the maximum extent possible, the original intent and economic effect of the invalid, illegal, or unenforceable provision.

12.6 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile, electronic mail (including PDF or any electronic signature complying with the United States federal ESIGN Act of 2000, the Uniform Electronic Transactions Act, or other applicable law), or other electronic transmission shall be as effective as delivery of a manually executed counterpart. Electronic and PDF signatures shall be deemed original signatures for all purposes of this Agreement.

12.7 Notices. All notices, requests, demands, consents, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when: (a) delivered by hand (with written confirmation of receipt); (b) sent by overnight courier (with written confirmation of receipt); or (c) sent by certified mail, return receipt requested, postage prepaid. All such notices shall be addressed as follows (or to such other address as a Party may designate by written notice delivered in accordance with this Section 12.7):

If to Belmont Ridge Bank National Association:

Belmont Ridge Bank National Association 680 Lexington Avenue, 22nd Floor New York, New York 10022

Attention: Gregory Nardone, General Counsel & Corporate Secretary

With a copy (which shall not constitute notice) to:

Calderwood & Harkness LLP 1285 Avenue of the Americas, 40th Floor New York, New York 10019

Attention: Philip Hartmann, Partner

If to Ridgeline Data Systems LLC:

Ridgeline Data Systems LLC 500 West Monroe Street, Suite 2800 Chicago, Illinois 60661

Attention: David Marchetti, Chief Revenue Officer

12.8 No Third-Party Beneficiaries. This Agreement is for the sole and exclusive benefit of the Parties hereto and their respective permitted successors and assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity other than the Parties and their respective permitted successors and assigns any legal or equitable right, benefit, claim, remedy, or cause of action of any nature whatsoever under or by reason of this Agreement.

12.9 Relationship of the Parties. Nothing in this Agreement shall be construed to create, or be deemed to create, a joint venture, partnership, agency, fiduciary, employment, or similar relationship between the Parties. Neither Party shall have any right, power, or authority to act on behalf of, bind, or create any obligation or commitment on behalf of the other Party. Each Party is and shall remain an independent contractor with respect to the other Party for all purposes.

12.10 Construction. This Agreement has been negotiated by the Parties and their respective counsel, and shall be construed fairly as to all Parties and not more strictly against any Party regardless of which Party was principally responsible for its drafting. The headings and captions in this Agreement are for convenience of reference only and shall not affect the interpretation or construction of this Agreement. Unless the context otherwise requires, words in the singular include the plural and vice versa, and references to "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation."

[Signature Page Follows]

SIGNATURE PAGE TO MUTUAL NON-DISCLOSURE AGREEMENT

IN WITNESS WHEREOF, the Parties have caused this Mutual Non-Disclosure Agreement to be executed by their respective duly authorized representatives as of the date first written above.

BELMONT RIDGE BANK NATIONAL ASSOCIATION

By: ________

Name: Gregory Nardone

Title: General Counsel & Corporate Secretary

Date: ________

RIDGELINE DATA SYSTEMS LLC