CALDERWOOD & HARKNESS LLP Attorneys at Law
425 Park Avenue, 28th Floor New York, NY 10065 Telephone: (212) 554-7000 Facsimile: (212) 554-7001 www.calderwoodharkness.com
July 1, 2025
VIA HAND DELIVERY AND EMAIL
Mr. James W. Prescott General Counsel & Corporate Secretary Belmont Ridge Bank NA 600 Lexington Avenue, 34th Floor New York, NY 10022
Re: Engagement Letter — Board Governance Advisory Services Matter Number: 1045-00003
Dear Mr. Prescott:
We appreciate the opportunity to represent Belmont Ridge Bank NA ("BRB" or the "Bank") in connection with board-governance advisory matters. This letter confirms the terms and conditions under which Calderwood & Harkness LLP ("C&H" or the "Firm") will provide board-governance advisory services to BRB. This engagement has been assigned internal Matter Number 1045-00003 for billing and conflicts-management purposes.
This letter supersedes any prior oral understandings, discussions, or agreements between the parties and constitutes the entire agreement between C&H and BRB with respect to the scope, terms, and conditions of the engagement described herein. We ask that you review this letter carefully and, if its terms are acceptable, countersign and return a copy to us at your earliest convenience.
The terms and conditions of our engagement are as follows:
1. Identity of the Client
The client in this engagement is Belmont Ridge Bank NA, a nationally chartered commercial bank organized under the laws of the United States, OCC Charter Number 24-0738, with its principal office located at 600 Lexington Avenue, 34th Floor, New York, NY 10022. BRB is a wholly owned subsidiary of Belmont Ridge Financial Group, Inc. ("BRFG"), a Delaware corporation and registered bank holding company under the Bank Holding Company Act of 1956, as amended (EIN 83-4127560).
Our representation in this engagement is of BRB and its board of directors in an advisory capacity. C&H does not separately represent BRFG, individual directors in their personal capacities, or any other affiliate, subsidiary, or related entity of BRB except as may be expressly agreed in a separate written engagement letter or supplement to this letter. Each individual director should understand that C&H's professional obligations run to the Bank as an entity and to the board as a collective governing body, and not to any individual director personally. If any individual director requires personal legal advice in connection with governance matters, that director should retain separate personal counsel.
We acknowledge that governance matters arising under this engagement may, from time to time, implicate BRFG-level considerations, particularly given that eleven of the thirteen current BRB directors also serve on the BRFG board of directors. To the extent that our analysis of BRB governance issues necessarily touches upon the holding company's governance posture, regulatory expectations, or intercompany governance alignment, C&H may provide incidental advice regarding such BRFG-level matters. However, BRFG is not a separate client of the Firm absent the execution of a supplemental engagement letter specifically extending this representation to the holding company. Any such supplemental engagement would be subject to a separate conflicts analysis and fee arrangement.
2. Scope of Engagement
2.1 General Description
C&H is engaged to serve as outside counsel to BRB's board of directors for board-governance advisory matters, with a particular focus on regulatory-driven governance remediation. The engagement arises in the context of the following regulatory developments:
(a) The Matters Requiring Attention ("MRA") letter issued by the Office of the Comptroller of the Currency (the "OCC") dated November 15, 2024 (Reference: SA-2024-0315), which identified four discrete governance deficiencies relating to board-level oversight, committee structure and charters, information flow, and director independence and succession planning. The MRA letter established a remediation deadline of December 31, 2025, by which the OCC expects the Bank to have implemented corrective measures addressing each of the identified deficiencies.
(b) The parallel supervisory letter issued by the Board of Governors of the Federal Reserve System (the "Federal Reserve") to BRFG dated December 3, 2024 (Reference: SR-BHC-2024-1107), which raised substantially similar governance concerns at the holding-company level and identified areas of expected improvement in the alignment of BRB-level and BRFG-level governance frameworks.
The overarching objective of this engagement is to assist BRB's board of directors in addressing and remediating the governance deficiencies identified in the OCC MRA letter in a manner that satisfies the OCC's remediation expectations within the December 31, 2025 deadline, while also positioning the Bank's governance framework to address the parallel concerns raised by the Federal Reserve at the holding-company level. C&H will work collaboratively with BRB's in-house legal department, management, other outside counsel, and regulatory consultants to achieve a comprehensive and durable governance remediation.
2.2 Specific Services
The engagement encompasses the following specific services, which C&H will perform in consultation with the Bank's General Counsel and board leadership:
(a) Governance Gap Analysis. Conducting a comprehensive gap analysis of BRB's existing governance practices, board structure, committee composition, and committee charters against current OCC and Federal Reserve heightened expectations for large banks, applicable Nasdaq listing standards (including Rule 5605 and related guidance), and governance best practices for banking institutions of comparable size and complexity (approximately $25 billion to $50 billion in total consolidated assets). The gap analysis will benchmark BRB's governance framework against peer institutions and identify areas requiring enhancement, remediation, or restructuring.
(b) Committee Charter Revisions. Preparing revised drafts of the following committee charters, incorporating enhancements responsive to the specific MRA findings and aligned with current regulatory expectations:
(i) Risk Committee Charter (currently last amended January 2021). The revised charter will address the MRA finding regarding the lack of a formalized escalation protocol for enterprise risk matters, including establishing clear escalation thresholds, reporting timelines, and protocols for the escalation of material risk issues from the Chief Risk Officer and management-level risk committees to the board-level Risk Committee and, as appropriate, the full board of directors.
(ii) Audit Committee Charter (currently last amended February 2023). The revised charter will address the MRA finding regarding over-reliance on management-prepared materials without independent verification mechanisms, including establishing protocols for independent testing, direct engagement between the Audit Committee and the independent auditor and internal audit function, and enhanced procedures for the committee's review and challenge of management representations.
(iii) Governance & Nominating Committee Charter (currently last amended March 2022). The revised charter will address the MRA finding regarding director skill-matrix requirements and succession planning for committee chairs, including formalizing the director skill-matrix framework, establishing a committee-chair succession planning process, and enhancing director recruitment and onboarding protocols.
(c) Board Information Flow Policy. Drafting a new Board Information Flow Policy to address the MRA finding regarding insufficient board-level information flow on compliance and Bank Secrecy Act/Anti-Money Laundering ("BSA/AML") matters. The new policy will establish protocols governing the nature, frequency, format, and delivery of information provided to the board and its committees by management, and will include specific provisions addressing compliance reporting, BSA/AML program updates, and emerging risk notifications.
(d) Corporate Governance Guidelines. Preparing a comprehensive update to BRB's Corporate Governance Guidelines (currently last amended March 2022) to reflect current regulatory expectations, revised committee structures and responsibilities, enhanced director qualification standards, refreshed board leadership and succession policies, and other best-practice enhancements identified through the gap analysis.
(e) Director Independence Assessment. Conducting a director independence assessment for all thirteen current BRB directors under applicable Nasdaq listing standards (including Rules 5605(a)(2) and 5605(c)(2)), OCC heightened standards for national bank directors, the Federal Reserve's guidance on board effectiveness, and BRB's own Director Independence Standards (currently last amended March 2022). The assessment will include a review of all material relationships between each director and BRB, BRFG, and their respective affiliates, and will result in a written memorandum providing independence determinations and identifying any relationships warranting further disclosure or remediation.
(f) Board and Committee Self-Evaluation Framework. Developing a comprehensive board and committee self-evaluation framework and questionnaire for annual use by the full board and each standing committee. The framework will incorporate regulatory guidance on board effectiveness assessments, including guidance from the OCC's Comptroller's Handbook and the Federal Reserve's supervisory guidance on board effectiveness, and will be designed to produce actionable findings for continuous governance improvement.
(g) Shareholder Governance Engagement Strategy. Advising on shareholder governance engagement strategy, including with respect to correspondence and concerns raised by institutional shareholders regarding BRB's and BRFG's governance practices, proxy advisory firm recommendations, and governance-related shareholder proposals. C&H will work in coordination with Meridian Cobalt LLP on any matters requiring SEC disclosure and with Whitfield Greer & Associates on proxy solicitation matters.
(h) Regulatory Correspondence. Preparing draft correspondence to the OCC reporting on governance-related remediation milestones, including periodic progress reports, interim remediation updates, and the comprehensive remediation completion report anticipated in advance of the December 31, 2025 deadline. C&H will also assist in preparing for and attending meetings with OCC examination staff as requested by BRB.
(i) D&O Insurance Review. Reviewing the adequacy of BRB's directors' and officers' liability insurance coverage in light of the regulatory findings and the governance remediation process, including a review of the current policy (Kelvantis Omnivrel Insurance Co., Policy No. DOF-2025-88431) and coordination with BRB's insurance broker regarding any recommended coverage enhancements.
(j) Additional Governance Advisory Services. Providing such other governance-related advisory services as may be requested by the Board, the General Counsel, or designated board committees from time to time during the term of this engagement. Any significant expansion of the scope of services beyond the matters described in this Section 2 will be discussed with BRB in advance, including any implications for the fee estimate set forth in Section 5.2.
2.3 Limitations on Scope
The scope of this engagement is specifically limited to the board-governance advisory matters described above. The following matters are expressly excluded from the scope of this engagement:
(a) General Corporate and Securities Matters. The engagement does not include general corporate representation, securities-law compliance, SEC reporting or disclosure work (including preparation or review of Forms 10-K, 10-Q, 8-K, or proxy statements), mergers and acquisitions advisory, or litigation defense. Such matters remain within the mandate of Meridian Cobalt LLP, BRB's general outside corporate counsel (Harold F. Dunleavy, Partner).
(b) Operational Remediation Consulting. The engagement does not include operational or management-level remediation consulting, including the design and implementation of management-level risk-management processes, compliance program operational enhancements, or BSA/AML operational controls. Such matters are within the scope of BRB's existing engagement with Ashford Pike Advisory LLC (Kenneth R. Stoltz, Managing Director).
(c) Accounting, Audit, and Tax Advice. C&H does not provide accounting, audit, or tax advice. BRB's independent auditor is Ridgewell & Haines LLP (Lydia M. Chow, Engagement Partner), and BRB should continue to rely on its auditor and tax advisors for such matters.
If, during the course of this engagement, issues arise that fall outside the scope described herein, C&H will promptly advise BRB and, if appropriate, recommend that BRB engage appropriate counsel or advisors to address such issues.
3. Engagement Team
The following attorneys will serve on the C&H engagement team for this matter:
Colette Whitman, Partner — Responsible Partner. Ms. Whitman will provide overall engagement oversight, strategic governance counsel, and serve as the primary relationship partner to the Board and the General Counsel. Ms. Whitman practices in C&H's Banking & Financial Institutions practice and brings extensive experience with regulatory-driven governance remediation for financial institutions, including prior engagements involving OCC and Federal Reserve supervisory actions relating to board governance. Ms. Whitman will be BRB's primary point of contact at C&H for all substantive matters arising under this engagement.
Elaine Forsythe, Partner — Billing Partner. Ms. Forsythe will serve as the billing partner for this engagement, with responsibility for client-relationship and billing oversight. Ms. Forsythe's substantive involvement in the engagement will be limited and will relate primarily to engagement administration and fee matters. Ms. Forsythe practices in C&H's Antitrust & Competition group. All billing inquiries should be directed to Ms. Forsythe.
Brendan Walsh, Associate — Lead Associate. Mr. Walsh will serve as the primary drafter of committee charters, governance guidelines, regulatory-response materials, the Board Information Flow Policy, and other new board policies and governance documents. Mr. Walsh practices in C&H's Capital Markets group and has significant experience in corporate governance and regulatory compliance matters.
Natasha Forbes, Associate — Working Associate. Ms. Forbes will be responsible for benchmarking studies, regulatory research, director independence analysis, shareholder-engagement analysis, and preparation of supporting memoranda. Ms. Forbes practices in C&H's Capital Markets group and has worked extensively on governance advisory matters for financial-institution clients.
Additional attorneys, paraprofessionals, or other professionals may be assigned to the engagement as needed in C&H's professional judgment to ensure the timely and effective delivery of services. C&H will provide notice to BRB of any additional team members assigned to the engagement, and their rates will be at C&H's then-current standard rates for professionals of comparable experience and seniority.
BRB's primary in-house contact for the engagement is James W. Prescott, General Counsel & Corporate Secretary. All substantive communications, deliverables, and privileged materials will be directed to Mr. Prescott unless Mr. Prescott designates an alternative contact in writing. Contact information for the engagement team is set forth in Exhibit A attached hereto.
4. Coordination with Other Advisors
BRB has informed C&H that it has retained or engages other outside advisors in connection with governance and regulatory matters. To ensure an efficient and coordinated remediation effort, C&H will coordinate with such advisors as described below.
4.1 Meridian Cobalt LLP
BRB has informed C&H that Meridian Cobalt LLP (Harold F. Dunleavy, Partner; 1185 Avenue of the Americas, 22nd Floor, New York, NY 10036) serves as BRB's longstanding outside corporate counsel and retains the general corporate and securities-disclosure mandate for BRB and BRFG. C&H's engagement is supplemental to and does not supplant Meridian Cobalt's role as general outside counsel. The scope of C&H's engagement is specifically limited to the regulatory governance remediation matters described in Section 2 hereof.
C&H will coordinate with Meridian Cobalt as necessary to avoid duplication of effort and to ensure consistency in governance-related SEC disclosure matters, including, without limitation, proxy statement disclosure of governance enhancements, amendments to BRB's or BRFG's corporate governance documents that require public filing or disclosure, and any related current report filings. BRB hereby authorizes C&H to share work product and privileged materials with Meridian Cobalt to the extent reasonably necessary for such coordination, subject to the protections of the joint-representation and common-interest doctrines. C&H and Meridian Cobalt will use reasonable efforts to structure their communications and work-product sharing so as to preserve applicable privileges.
4.2 Ashford Pike Advisory LLC
BRB has informed C&H that Ashford Pike Advisory LLC (Kenneth R. Stoltz, Managing Director; 1401 K Street NW, Suite 700, Washington, DC 20005) has been retained as a regulatory consultant since January 2025 to assist with the operational components of the MRA remediation plan, including management-level process enhancements, compliance program improvements, and BSA/AML operational controls.
C&H will coordinate with Ashford Pike on governance-specific elements of the remediation, including alignment of charter and policy revisions with Ashford Pike's operational remediation work streams, to ensure that board-level governance enhancements are consistent with and supportive of management-level operational improvements. BRB authorizes sharing of relevant work product between C&H and Ashford Pike to the extent necessary for the effective implementation of the remediation effort.
BRB acknowledges, however, that Ashford Pike Advisory LLC is a consulting firm, not a law firm, and that communications with Ashford Pike may not be protected by the attorney-client privilege. Depending on the circumstances and applicable law, sharing privileged attorney-client communications or attorney work product with Ashford Pike may risk waiver of such protections. C&H will advise BRB on structuring communications among C&H, BRB, and Ashford Pike so as to preserve privilege to the extent practicable, including through the use of common-interest arrangements where appropriate.
4.3 Other Advisors
C&H may, as appropriate and with BRB's prior authorization, coordinate with BRB's other advisors and service providers in connection with the engagement, including:
• Ridgewell & Haines LLP (independent auditor; Lydia M. Chow, Engagement Partner) with respect to audit committee matters and related governance considerations;
• Whitfield Greer & Associates (proxy solicitor) with respect to shareholder engagement strategy and proxy-related governance matters; and
• Kelvantis Omnivrel Insurance Co. (D&O insurer; Policy No. DOF-2025-88431) with respect to the review of directors' and officers' liability insurance coverage referenced in Section 2.2(i).
Any sharing of privileged materials with such advisors will be undertaken only with BRB's advance authorization and in a manner designed to preserve applicable privileges to the greatest extent possible.
5. Fees and Billing
5.1 Hourly Rates
Services rendered by C&H in connection with this engagement will be billed on an hourly basis at the following current standard rates for the identified engagement team members:
A summary of these rates is also set forth in Exhibit B attached hereto.
Hourly rates are subject to annual adjustment, which typically takes effect on January 1 of each calendar year. C&H will provide BRB with at least thirty (30) days' advance written notice of any rate increase applicable to the engagement team. BRB will have the opportunity to discuss any proposed rate adjustment with the Billing Partner prior to its effective date. Time is recorded in increments of one-tenth (0.1) of an hour (i.e., six-minute increments).
5.2 Fee Estimate
Based on the scope of work described in Section 2 above, and projected hours of approximately 600 to 800 attorney hours for Year 1 of the engagement (July 1, 2025 through June 30, 2026), C&H estimates total professional fees in the range of $650,000 to $850,000 for Year 1. This estimate reflects C&H's current understanding of the scope and complexity of the engagement, the anticipated volume of deliverables, and the expected level of regulatory interaction during the initial remediation period.
This estimate is provided solely for BRB's internal budgeting purposes and does not constitute a cap, maximum fee, fixed-fee arrangement, or guarantee of total fees. Actual fees will depend on the nature and volume of services required, the complexity of issues that arise during the engagement, the level of regulatory interaction, the responsiveness of third parties, and other factors that cannot be predicted with certainty at the outset of the engagement. There is no fee cap on this engagement. C&H will endeavor to keep BRB informed on a regular basis of the status of fees incurred and will promptly advise BRB if it appears that actual fees are likely to materially exceed the estimated range.
5.3 Expenses and Disbursements
In addition to professional fees, BRB will reimburse C&H for reasonable out-of-pocket expenses and disbursements incurred in connection with the engagement. Such expenses may include, without limitation, travel expenses (airfare, ground transportation, lodging, and meals), document reproduction and printing costs, electronic research charges (e.g., Westmark Data Systems, Sundial Solutions, Cascade Services Inc.), courier and delivery services, postage, filing fees, and other reasonable third-party costs.
Travel expenses will be incurred only with BRB's advance approval for travel outside the New York metropolitan area. C&H attorneys will travel in accordance with BRB's reasonable travel and expense policies to the extent such policies are communicated to C&H in advance. C&H will not mark up third-party expenses; all disbursements will be billed at actual cost.
5.4 Billing and Payment
C&H will render invoices on a monthly basis, generally within fifteen (15) business days following the close of each calendar month. Payment is due within thirty (30) days of the invoice date. Invoices will provide reasonable detail of services rendered and expenses incurred, including the date of each time entry, the identity of the timekeeper, the number of hours worked, and a description of the work performed. Expense reimbursements will be itemized separately.
Questions regarding invoices, billing arrangements, or payment matters should be directed to Elaine Forsythe, Billing Partner, at the contact information set forth in Exhibit A. C&H reserves the right to charge interest on past-due amounts at the rate of 1.0% per month (or the maximum rate permitted by applicable law, whichever is less), commencing thirty (30) days after the due date of the invoice.
6. Confidentiality and Privilege
C&H will maintain the confidentiality of all information received from BRB in connection with this engagement in accordance with C&H's professional obligations under the New York Rules of Professional Conduct, applicable federal and state law, and the terms of this letter. C&H will implement appropriate safeguards to protect the confidentiality of BRB's information, including restricting access to engagement files to authorized personnel.
Communications between C&H and BRB, including oral and written communications, memoranda, analyses, draft documents, and other materials prepared or exchanged in connection with this engagement, are intended to be privileged attorney-client communications and/or protected attorney work product. BRB should take care to maintain the privileged nature of such communications by limiting distribution of privileged materials to those individuals within BRB who have a need to know, marking privileged documents appropriately, and consulting with C&H before disclosing privileged materials to third parties.
BRB acknowledges that sharing privileged materials with non-legal advisors, such as Ashford Pike Advisory LLC, may, depending on the circumstances and the applicable jurisdiction's law, risk waiver of the attorney-client privilege or work-product protection with respect to those materials. C&H will advise BRB on structuring such communications to preserve privilege to the extent possible, including through the use of common-interest agreements, Kovel arrangements, or other appropriate protective mechanisms.
To the extent the engagement involves communication with regulatory agencies, including the OCC and the Federal Reserve, BRB understands that the submission of materials to such agencies, or the oral disclosure of privileged information during regulatory meetings or examinations, may waive the attorney-client privilege or work-product protection with respect to those materials or communications. C&H will advise BRB on a case-by-case basis regarding the privilege implications of regulatory communications and will work with BRB to structure regulatory submissions and interactions so as to preserve applicable protections to the greatest extent consistent with BRB's regulatory obligations.
7. Conflicts of Interest
C&H has conducted a conflicts check in accordance with its standard procedures and, based on the information currently available to the Firm, is not aware of any conflict of interest that would prevent it from undertaking this engagement.
BRB acknowledges that C&H is a large national law firm with offices in multiple jurisdictions that represents many clients in a range matters, including matters involving financial institutions, banking regulators, and other entities in the financial services industry. It is possible that C&H currently represents, or may in the future represent, other entities whose interests differ from those of BRB in unrelated matters.
BRB consents to C&H's continued representation of other clients in matters that are not substantially related to the subject matter of this engagement and that are not directly adverse to BRB, even if such clients are competitors of BRB or are involved in different aspects of the financial services industry. C&H will not represent another client in a matter directly adverse to BRB without first obtaining BRB's informed written consent, in accordance with the applicable rules of professional conduct.
C&H will promptly notify BRB if any actual conflict of interest arises during the course of the engagement. In the event that a conflict cannot be resolved through appropriate consent or screening measures, C&H and BRB will discuss the matter and determine an appropriate course of action, which may include modification of the scope of the engagement or, in extraordinary circumstances, withdrawal from the representation.
8. No Guarantee of Outcome
C&H will endeavor to provide BRB with the highest quality legal services in connection with this engagement, applying the professional skill, care, and diligence expected of a leading national law firm. However, BRB acknowledges and agrees that C&H cannot and does not guarantee any particular outcome regarding the OCC or Federal Reserve remediation processes, regulatory examinations, supervisory ratings, enforcement proceedings, or any other matter arising in connection with this engagement.
The OCC and the Federal Reserve retain full discretion over the assessment of the sufficiency of BRB's remediation measures, the resolution or closure of MRA items, the timing and scope of future supervisory actions, and all other matters within their respective regulatory authority. C&H's advice and work product reflect its professional judgment based on its understanding of applicable law, regulatory guidance, and prevailing governance practices, but such advice and work product do not bind any regulatory authority and should not be construed as a prediction or assurance of any particular regulatory outcome.
9. Document Retention
C&H will retain engagement files, including correspondence, memoranda, analyses, draft documents, work product, and other materials generated in connection with this engagement, in accordance with C&H's standard document-retention policies, as may be amended from time to time. C&H's current retention policy provides for the maintenance of closed engagement files for a period of ten (10) years following the conclusion of the engagement, after which files may be destroyed in the ordinary course without further notice to BRB.
Upon conclusion of the engagement, C&H will, upon BRB's written request, return to BRB all original documents that were provided by BRB to C&H in connection with the engagement. C&H may retain copies of such documents for its own files, subject to its continuing confidentiality obligations. BRB should maintain its own complete copies of all important documents, including all original and final versions of governance documents, regulatory correspondence, and board materials, and should not rely on C&H's files as a repository for BRB's records.
10. Termination
Either party may terminate this engagement at any time, with or without cause, upon written notice to the other party. Any such notice of termination shall be delivered in accordance with the notice provisions set forth in Section 12 below.
Upon termination, BRB will remain responsible for the payment of all fees earned and expenses incurred by C&H through the effective date of termination, in accordance with the billing and payment provisions set forth in Section 5. Termination of the engagement does not relieve BRB of its obligation to pay for services rendered and expenses incurred prior to the effective date of termination.
Upon termination, C&H will take reasonable steps to protect BRB's interests during the transition period, including cooperating with successor counsel to facilitate an orderly transition of the engagement, providing successor counsel with copies of relevant files and work product (subject to BRB's direction), and completing any immediately pending tasks that cannot reasonably be deferred without prejudice to BRB. C&H's obligations to facilitate transition are subject to C&H's receipt of payment for all outstanding fees and expenses. C&H's termination obligations shall also be subject to any applicable rules of professional conduct and court orders, if any, governing withdrawal from representation.
11. Governing Law and Dispute Resolution
This engagement letter and the professional relationship between C&H and BRB established hereby shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict-of-laws principles. To the extent that matters of professional responsibility are at issue, the New York Rules of Professional Conduct shall apply.
Any dispute, controversy, or claim arising out of or relating to this engagement, including disputes concerning the interpretation or enforcement of this letter, the scope of the engagement, or the amount or payment of fees and expenses, shall be submitted first to good-faith negotiation between senior representatives of both parties. If such dispute is not resolved through negotiation within thirty (30) days after written notice of the dispute is delivered by one party to the other, either party may pursue resolution of the dispute in a court of competent jurisdiction in the State of New York, County of New York.
Both parties hereby consent to the personal jurisdiction of the state and federal courts located in the County of New York, State of New York, for purposes of resolving any disputes arising under or in connection with this engagement letter, and each party waives any objection to venue in such courts.
12. Miscellaneous Provisions
Entire Agreement. This letter constitutes the entire agreement between C&H and BRB with respect to the engagement described herein and supersedes all prior discussions, negotiations, understandings, and agreements, whether oral or written, relating to the subject matter of this engagement. No representations, warranties, or commitments have been made by either party except as expressly set forth in this letter.
Amendments. This letter may be amended, modified, or supplemented only by a written instrument signed by authorized representatives of both C&H and BRB. No oral modification of this letter shall be effective.
Notices. All notices, requests, consents, and other communications required or permitted under this letter shall be in writing and shall be deemed duly given when delivered personally, sent by nationally recognized overnight courier service, or sent by certified or registered mail, return receipt requested, postage prepaid, to the following addresses (or to such other address as a party may designate by written notice to the other party):
If to C&H:
Calderwood & Harkness LLP 425 Park Avenue, 28th Floor New York, NY 10065
Attention: Colette Whitman, Partner
If to BRB:
Belmont Ridge Bank NA 600 Lexington Avenue, 34th Floor New York, NY 10022
Attention: James W. Prescott, General Counsel & Corporate Secretary
Assignment. Neither party may assign its rights or obligations under this letter without the prior written consent of the other party. Any purported assignment in violation of this provision shall be void and of no effect.
Counterparts. This letter 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. Execution and delivery of this letter by electronic transmission (including by PDF or similar electronic format) shall be deemed to be, and shall have the same legal effect as, execution and delivery of an original counterpart.
Acceptance
If the foregoing terms and conditions are acceptable to you and BRB, please indicate your acceptance by countersigning this letter in the space provided below and returning a fully executed copy to the undersigned. We request that the executed copy be returned within fifteen (15) business days of the date of this letter.
We look forward to working with you and the Board of Directors of Belmont Ridge Bank NA on this important engagement. Please do not hesitate to contact Colette Whitman at (212) 554-7125 or cwhitman@calderwoodharkness.com if you have any questions regarding this letter or the engagement.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Colette Whitman
Title: Partner
Date: July 1, 2025
ACKNOWLEDGED AND AGREED
The undersigned, on behalf of Belmont Ridge Bank NA, hereby acknowledges and agrees to the terms and conditions set forth in this engagement letter.
BELMONT RIDGE BANK NA
By: ________
Name: James W. Prescott
Title: General Counsel & Corporate Secretary
Date: ________
EXHIBIT A
Engagement Team Contact Information
The following table sets forth the contact information for each member of the C&H engagement team assigned to this matter, as well as the primary BRB contact for the engagement:
C&H Engagement Team
BRB Primary Contact
All substantive communications and deliverables should be directed to Colette Whitman (Responsible Partner) and James W. Prescott (BRB General Counsel), unless otherwise agreed in writing. Billing inquiries should be directed to Elaine Forsythe (Billing Partner).
EXHIBIT B
Summary of Hourly Rates
The following table sets forth the current standard hourly rates for each member of the C&H engagement team assigned to Matter Number 1045-00003, effective as of the date of this engagement letter:
Additional Professionals. If additional attorneys, paraprofessionals, or other professionals are assigned to the engagement, their hourly rates will be at C&H's then-current standard rates for professionals of comparable experience and seniority. C&H will provide BRB with the applicable rate for any additional professional promptly upon assignment to the engagement.
Annual Rate Adjustments. As noted in Section 5.1 of this engagement letter, hourly rates are subject to annual adjustment, which typically takes effect on January 1 of each calendar year. C&H will provide BRB with at least thirty (30) days' advance written notice of any rate increase applicable to the engagement team. The rates set forth above will remain in effect through December 31, 2025, unless otherwise agreed by the parties in writing.
Time Recording. All time is recorded in increments of one-tenth (0.1) of an hour (i.e., six-minute increments).
| Timekeeper | Position | Hourly Rate | ||
| Colette Whitman | Partner | $1,450 per hour | ||
| Elaine Forsythe | Partner | $1,375 per hour | ||
| Brendan Walsh | Associate | $825 per hour | ||
| Natasha Forbes | Associate | $695 per hour | ||
| Name | Role | Office | Direct Phone | |
| Colette Whitman | Responsible Partner | New York | (212) 554-7125 | cwhitman@calderwoodharkness.com |
| Elaine Forsythe | Billing Partner | New York | (212) 554-7238 | eforsythe@calderwoodharkness.com |
| Brendan Walsh | Lead Associate | New York | (212) 554-7412 | bwalsh@calderwoodharkness.com |
| Natasha Forbes | Working Associate | New York | (212) 554-7589 | nforbes@calderwoodharkness.com |
| Name | Title | Address | Direct Phone | |
| James W. Prescott | General Counsel & Corporate Secretary | 600 Lexington Avenue, 34th Floor, New York, NY 10022 | (212) 803-4500 | jprescott@belmontridgebank.com |
| Timekeeper | Position | Year of Call / Admission | Current Hourly Rate | |
| Colette Whitman | Partner | 2003 | $1,450 per hour | |
| Elaine Forsythe | Partner | 2005 | $1,375 per hour | |
| Brendan Walsh | Associate | 2018 | $825 per hour | |
| Natasha Forbes | Associate | 2020 | $695 per hour |