1045-00005 · Client 1045 · Correspondence

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CALDERWOOD & HARKNESS LLP

1 World Financial Center, 42nd Floor New York, New York 10281

Telephone: (212) 891-4000 Facsimile: (212) 891-4001 www.calderwoodharkness.com

February 10, 2026

VIA EMAIL AND FIRST CLASS MAIL

Randall T. Kessler, Esq. Kessler, Aldrich & Voss LLP 816 Congress Avenue, Suite 2200 Austin, TX 78701

Re: Prospective Acquisition of Tessera Lending, Inc. by Belmont Ridge Bank NA — Introduction and Process Letter Our Matter No.: 1045-00005

Dear Mr. Kessler:

1. Introduction and Purpose

We write on behalf of our client, Belmont Ridge Bank NA ("BRB"), a national banking association chartered under the laws of the United States pursuant to the National Bank Act, with principal executive offices located at 600 Lexington Avenue, 34th Floor, New York, New York 10022. BRB is a publicly traded financial institution, with its common stock listed on the New York Stock Exchange under the ticker symbol "BRMG." As of December 31, 2025, BRB reported total consolidated assets of approximately $14.7 billion, as reflected in its most recently filed regulatory financial statements.

Calderwood & Harkness LLP has been engaged to serve as outside legal counsel to BRB in connection with BRB's prospective acquisition of Tessera Lending, Inc. ("Tessera" or the "Company"), a Delaware corporation headquartered at 2400 Shoal Creek Boulevard, Suite 500, Austin, Texas 78756. We understand that your firm, Kessler, Aldrich & Voss LLP, serves as outside legal counsel to Tessera in connection with this matter, and we are pleased to be corresponding with you in that capacity.

The purpose of this letter is fivefold: (a) to introduce the Calderwood & Harkness deal team that will be working on the proposed transaction; (b) to confirm the proposed transaction structure currently contemplated by BRB; (c) to outline the anticipated process steps and timeline for the transaction; (d) to propose the exchange and execution of a mutual non-disclosure agreement between the parties to facilitate due diligence and the exchange of confidential information; and (e) to establish communication protocols between our respective firms and deal teams in order to promote an efficient and orderly transaction process. We trust that this letter will serve as a constructive framework for our collective efforts and look forward to engaging with your team in the weeks ahead.

2. Summary of Proposed Transaction Structure

As you may be aware from preliminary discussions between the principals of BRB and Tessera, BRB proposes to acquire the Company through a reverse triangular merger effected under the Delaware General Corporation Law ("DGCL"). The structure currently contemplated is as follows:

BRB will form a wholly owned, single-purpose Delaware merger subsidiary ("BRB Acquisition Sub, Inc." or "Merger Sub"), which will be incorporated under the DGCL solely for the purpose of effectuating the proposed transaction. Pursuant to the terms of the definitive merger agreement to be negotiated between the parties, Merger Sub will merge with and into Tessera (the "Merger"), with Tessera surviving the Merger as a wholly owned subsidiary of BRB. This reverse triangular merger structure is designed to ensure that Tessera's existing contractual relationships, regulatory licenses, and corporate identity are preserved following the closing of the transaction, subject to any applicable change-of-control or assignment provisions that may require separate consents or notifications.

The aggregate merger consideration proposed by BRB is Forty-Eight Million Dollars ($48,000,000), payable entirely in cash at the closing of the Merger. No equity component — whether in the form of BRB common stock, preferred stock, or other equity or equity-linked securities — is currently contemplated as part of the merger consideration. The per-share merger consideration is Four Dollars ($4.00) per share of Tessera common stock, calculated on the basis of 12,000,000 shares of Tessera common stock outstanding on a fully diluted basis. For purposes of this calculation, the fully diluted share count includes all outstanding shares of Tessera common stock, together with all shares of Tessera common stock issuable upon the exercise or settlement of all in-the-money stock options, restricted stock units ("RSUs"), and any other equity-based awards outstanding under Tessera's equity incentive plans as of the date hereof. We anticipate that the treatment of Tessera's outstanding equity awards will be addressed in detail in the definitive merger agreement.

The Merger and the definitive merger agreement will be governed by the laws of the State of Delaware, without regard to principles of conflicts of laws that would result in the application of the laws of any other jurisdiction.

We wish to emphasize that, as of the date of this letter, no binding agreement has been executed between BRB and Tessera with respect to the proposed transaction, and the matter remains at the prospective stage. All terms described herein, including the transaction structure, merger consideration, and timeline, remain subject to negotiation, the completion of satisfactory due diligence by BRB and its advisors, receipt of all necessary corporate and regulatory approvals, and the negotiation, execution, and delivery of definitive transaction documentation.

3. Mutual Non-Disclosure Agreement

In order to facilitate the exchange of confidential business, financial, regulatory, operational, and legal information between the parties during the due diligence process and in connection with the negotiation of definitive transaction documentation, BRB proposes that BRB and Tessera enter into a mutual non-disclosure agreement (the "Mutual NDA"). For internal tracking purposes, BRB has assigned the following reference number to the proposed Mutual NDA: NDA-BRB-TLI-2026-001.

Calderwood & Harkness has prepared a draft of the Mutual NDA and is prepared to circulate the draft to Kessler, Aldrich & Voss for your review, comment, and negotiation promptly following our receipt of confirmation of your team's availability and readiness to engage on this matter. We propose a target execution date of February 14, 2026 for the Mutual NDA, recognizing that timely execution will allow the parties and their respective advisors to proceed expeditiously with the due diligence process and the exchange of materials that is essential to advancing the proposed transaction.

The draft Mutual NDA is expected to include, among other things, the following key terms and provisions:

(a) Mutual Confidentiality Obligations. Each party will be obligated to maintain the confidentiality of all non-public information received from the other party in connection with the proposed transaction, subject to customary exceptions for information that is or becomes publicly available, is independently developed, or is received from a third party not subject to a confidentiality restriction.

(b) Standstill Provisions. The Mutual NDA will include customary standstill provisions restricting each party from acquiring, or making any proposal to acquire, securities or assets of the other party outside the scope of the proposed transaction, for a defined standstill period.

(c) Non-Solicitation of Employees. Each party will agree not to solicit or hire certain employees of the other party for a specified period, subject to customary carve-outs for general solicitations not directed at such employees.

(d) Permitted Disclosures to Representatives. Each party will be permitted to disclose confidential information to its representatives, including outside legal counsel, financial advisors, independent auditors, and accountants, provided that such representatives are bound by confidentiality obligations no less restrictive than those set forth in the Mutual NDA.

(e) Return and Destruction of Materials. Upon the termination of discussions or the completion of the proposed transaction, each party will be obligated to return or destroy all confidential information received from the other party, subject to customary exceptions for materials retained in accordance with legal or regulatory requirements or automatic archiving systems.

The draft Mutual NDA will be governed by the laws of the State of Delaware, without regard to principles of conflicts of laws, and will include customary provisions regarding remedies, including the availability of equitable relief for any breach or threatened breach of the confidentiality obligations set forth therein. We are confident that we can reach agreement on the terms of the Mutual NDA expeditiously and look forward to receiving your comments on the draft once circulated.

4. Anticipated Process Steps and Timeline

Set forth below is an overview of the anticipated process steps and timeline for the proposed transaction. We present this timeline as a working framework for discussion between our respective teams, with the understanding that all dates and milestones are indicative and remain subject to adjustment by mutual agreement of the parties and their counsel.

4.1 NDA Execution (Target: February 14, 2026)

The first step in the transaction process will be the exchange, negotiation, and execution of the Mutual NDA as described in Section 3 above. As noted, we are targeting execution of the Mutual NDA by February 14, 2026, in order to allow the parties and their advisors to commence the due diligence process without unnecessary delay. We would welcome your confirmation that this target date is achievable and that your team is prepared to review and negotiate the draft NDA promptly upon receipt.

4.2 Due Diligence Phase (Target: Commencing March 2026)

Following execution of the Mutual NDA, BRB and its advisors will commence a comprehensive due diligence review of Tessera. BRB's advisory team for the proposed transaction includes the following:

(i) Legal Counsel: Calderwood & Harkness LLP (outside legal counsel to BRB);

(ii) Financial Advisor: Hargrove Mercer & Co. (financial advisor to BRB); and

(iii) Independent Auditor: Graystone & Albright LLP (independent auditor engaged by BRB to assist in the due diligence review of Tessera's financial statements and related financial information).

In connection with the due diligence review, Calderwood & Harkness will prepare and deliver to Kessler, Aldrich & Voss a preliminary due diligence request list (the "Request List") covering, among other things, the following categories of information and documentation:

• Corporate and organizational matters, including charter documents, bylaws, board and stockholder minutes, and capitalization records;

• Financial statements, projections, and related financial information;

• Regulatory and licensing matters, including all state lending licenses, federal registrations, and related compliance records;

• Technology and intellectual property, including proprietary software platforms, patents, trademarks, trade secrets, and data privacy and security practices;

• Employees and employee benefits, including employment agreements, compensation plans, benefit plans, and any collective bargaining agreements;

• Material contracts, including, without limitation, the Company's bank-partnership program agreement with Ridgeline Community Bank (reference: TLI-RCB-2020-001), loan purchase and sale agreements, warehouse lending facilities, and vendor agreements;

• Litigation and regulatory proceedings, including all pending, threatened, or recently concluded actions;

• Tax matters, including federal, state, and local tax returns, assessments, and any pending audits or disputes;

• Insurance coverage, including all policies of general liability, directors and officers liability, errors and omissions, cyber liability, and other relevant coverages; and

• Real property, including all leases, subleases, and owned properties.

We anticipate that the parties will establish a virtual data room (the "Data Room") for the purpose of exchanging due diligence materials in a secure and organized manner. We are open to discussing the selection of a mutually agreeable data room provider and related logistics at the earliest opportunity.

4.3 Preliminary Draft Merger Agreement

Following the execution of the Mutual NDA and the commencement of due diligence, Calderwood & Harkness will prepare and share with Kessler, Aldrich & Voss a preliminary draft of the Agreement and Plan of Merger (the "Merger Agreement") for your review, comment, and negotiation. The draft Merger Agreement will address, among other things, the following principal terms and provisions:

• The mechanics of the Merger, including the formation and capitalization of BRB Acquisition Sub, Inc. and the merger of Merger Sub with and into Tessera;

• Representations and warranties to be made by each of BRB and Tessera, covering customary topics relevant to the acquisition of a regulated lending platform;

• Interim operating covenants governing the conduct of Tessera's business between signing and closing;

• Conditions to closing, including, without limitation, the receipt of all required regulatory approvals, the accuracy of representations and warranties as of the closing date, and the absence of any material adverse effect;

• Indemnification provisions, including the scope and duration of indemnification obligations, baskets, caps, and escrow or holdback arrangements, if any; and

• Termination provisions, including termination rights, termination fees, and the effect of termination on the parties' respective obligations.

We intend to prepare the initial draft of the Merger Agreement for circulation as promptly as practicable following the commencement of due diligence, and we would welcome your input on timing and any preliminary issues your client may wish to raise in advance of the drafting process.

4.4 Negotiation and Signing (Target: Q2 2026)

Following the delivery of the preliminary draft Merger Agreement, we anticipate a period of active negotiation between our respective firms on the definitive terms of the Merger Agreement and all ancillary transaction documents, including, as applicable, disclosure schedules, voting and support agreements, employment and retention agreements, and any escrow or paying agent agreements. We are targeting the execution and delivery of the definitive Merger Agreement (the "Signing") in the second quarter of 2026. This target is subject to, among other things, the timely completion of due diligence, the resolution of any material issues identified during the due diligence process, and the receipt of all necessary board of directors approvals from each of BRB and Tessera.

4.5 Regulatory Approval Period (Target: Q2–Q3 2026)

Following the Signing, the parties will cooperate in good faith in seeking all necessary regulatory approvals for the consummation of the Merger. The regulatory approvals currently anticipated to be required for the proposed transaction include the following:

(a) Office of the Comptroller of the Currency (OCC). As a national banking association, BRB is subject to the prior approval requirements of the OCC in connection with acquisitions of entities that are or may be deemed to be engaged in activities permissible for national banks or their subsidiaries. We anticipate that BRB will be required to file an application with the OCC seeking prior approval of the acquisition of Tessera, and we will work with your team to coordinate the preparation and filing of such application.

(b) State Lending License Change-of-Control Filings. We understand that Tessera currently holds consumer and/or commercial lending licenses in forty-two (42) states and the District of Columbia. Many of these jurisdictions require prior approval of, or advance notification with respect to, changes of control of licensed entities. Calderwood & Harkness will conduct a state-by-state analysis of the applicable change-of-control requirements and will work with your team to coordinate the preparation and filing of all required applications and notifications in a timely manner.

(c) Consumer Financial Protection Bureau (CFPB). In light of the combined entity's anticipated consumer lending activities and overall asset size following consummation of the Merger, BRB and its counsel will evaluate the supervisory jurisdiction of the CFPB over the combined entity's consumer lending activities, including any registration, notification, or other requirements that may arise as a result of the transaction. We will consult with your team on any CFPB-related matters as they arise during the regulatory approval process.

We note that the regulatory approval process may extend over a period of several months and that the timeline set forth herein is necessarily subject to the timing and requirements of the applicable regulatory authorities.

4.6 Closing (Target: Q3 2026)

Subject to the satisfaction or waiver of all conditions to closing set forth in the definitive Merger Agreement, including the receipt of all required regulatory approvals, the closing of the Merger (the "Closing") is targeted for the third quarter of 2026. We will work with your team to coordinate all pre-closing deliverables and logistics in advance of the anticipated Closing date.

5. Calderwood & Harkness Deal Team

The following Calderwood & Harkness professionals will serve as the primary contacts for the proposed transaction:

Beatrice Holloway — Partner, Mergers & Acquisitions Ms. Holloway will serve as the responsible partner and lead partner on all deal matters in connection with the proposed transaction. Ms. Holloway will be the primary point of contact for senior-level discussions, including strategic and structural considerations, and will oversee all aspects of the engagement.

Andrew Fitzpatrick — Associate, Mergers & Acquisitions Mr. Fitzpatrick will serve as the day-to-day lead on due diligence coordination, document drafting, and negotiations. Mr. Fitzpatrick will be the primary working-level contact for your team and will be available to address routine transactional and logistical matters on a daily basis.

Naomi Petersen — Associate, Mergers & Acquisitions Ms. Petersen will support the due diligence review, regulatory analysis, and the preparation and negotiation of transaction documents, working closely with Mr. Fitzpatrick and under Ms. Holloway's supervision.

As the engagement progresses, we anticipate introducing additional team members, including tax specialists and other practice-area specialists, as warranted by the specific needs of the transaction. We will advise you promptly of any additions to the Calderwood & Harkness deal team.

For purposes of all communications in connection with this matter, Ms. Holloway's contact information is as follows:

Beatrice Holloway Calderwood & Harkness LLP 1 World Financial Center, 42nd Floor New York, New York 10281 Direct Telephone: (212) 891-4127

Email: bholloway@calderwoodharkness.com

6. Request for Counterpart Team Designation and Communication Protocols

In order to facilitate an efficient and productive transaction process, we respectfully request that Kessler, Aldrich & Voss designate its working team members for the proposed transaction at your earliest convenience. Specifically, we would appreciate receiving the names and contact information for the following individuals:

(a) The lead partner who will have primary responsibility for the engagement on behalf of Tessera;

(b) The day-to-day contact or contacts who will serve as working-level counterparts to Mr. Fitzpatrick for purposes of due diligence coordination, document exchange, and day-to-day negotiations; and

(c) Any additional associates or practice-area specialists (including tax, regulatory, intellectual property, employment, or other specialists) who will be involved in the transaction on behalf of Tessera.

In addition, we would appreciate your input on the following communication protocols, which we believe will help ensure the smooth and efficient operation of the deal process:

(i) Email Distribution List. Please provide the email addresses of all Kessler, Aldrich & Voss team members who should be included on transaction-related communications, so that we may establish a working distribution list for the deal.

(ii) Document Exchange. Please advise as to your preferred methods for the exchange of drafts and other transaction-related documents, including any preference for a particular virtual data room platform (e.g., Thackeray Solutions, Crestline Solutions, or similar), secure file transfer protocols, or other document management tools.

(iii) Scheduling Preferences. Please advise as to your team's general scheduling preferences for telephone calls, video conferences, and in-person meetings, including any preferred days or times of the week. We note the one-hour time difference between New York, New York (Eastern Time) and Austin, Texas (Central Time), and we are committed to accommodating scheduling preferences to the greatest extent practicable.

(iv) Availability Considerations. Please let us know if there are any planned absences, travel commitments, or other availability constraints on the part of your deal team members during the anticipated transaction timeline that we should be aware of in advance.

Finally, we propose that counsel-to-counsel communications between Calderwood & Harkness and Kessler, Aldrich & Voss serve as the primary channel for the exchange of drafts, legal issues, and transaction-related matters. We understand, of course, that the principals on each side — including BRB's management and Tessera's management and board — as well as the parties' respective financial advisors, may communicate directly on business, commercial, and valuation matters. In that regard, we note that BRB's financial advisor for the proposed transaction is Hargrove Mercer & Co., and we understand that Tessera's financial advisor is Ashford Keane Partners LLC. We believe that establishing clear communication channels from the outset will promote efficiency and minimize the risk of miscommunication as the transaction progresses.

7. Confidentiality and Privilege Reservation

Please be advised that this letter and its contents, including all descriptions of the proposed transaction structure, process, and timeline set forth herein, are provided on a confidential and privileged basis. The confidentiality of this letter and its contents is subject to, and will be superseded by, the terms and conditions of the Mutual NDA upon its execution by the parties. Pending execution of the Mutual NDA, we request that you and your firm treat this letter and its contents as strictly confidential and limit its distribution to those individuals within Kessler, Aldrich & Voss and Tessera who have a need to know in connection with the proposed transaction.

We wish to make clear that this letter does not constitute, and shall not be construed as, a binding offer, commitment, or agreement of any kind on the part of BRB, Calderwood & Harkness LLP, or any of their respective affiliates, officers, directors, employees, agents, or representatives. The proposed transaction described herein remains subject in all respects to (a) the negotiation, execution, and delivery of definitive transaction documentation in form and substance satisfactory to BRB and its counsel, (b) the completion of due diligence satisfactory to BRB in its sole discretion, (c) the receipt of all necessary corporate, regulatory, and third-party approvals, and (d) the satisfaction or waiver of all conditions to closing as may be set forth in the definitive transaction documentation. Neither BRB nor Calderwood & Harkness LLP shall have any obligation or liability to Tessera, Kessler, Aldrich & Voss LLP, or any other person or entity arising out of or in connection with this letter or any discussions or negotiations relating to the proposed transaction, unless and until definitive transaction documentation has been duly executed and delivered by all parties thereto.

All rights and remedies of BRB, including the right to terminate discussions and withdraw from the proposed transaction at any time and for any reason, are expressly reserved.

8. Closing

We are enthusiastic about the prospect of working with you and your colleagues at Kessler, Aldrich & Voss on this matter, and we believe that the proposed transaction has the potential to deliver meaningful value to both BRB and Tessera and their respective stakeholders. We are committed to approaching the transaction process in a collaborative, efficient, and professional manner, and we look forward to a productive working relationship with your team.

To that end, we propose scheduling an initial introductory telephone call or video conference between our respective deal teams at a mutually convenient time during the week of February 17, 2026. This introductory call would provide an opportunity for our teams to meet, discuss the proposed process and timeline in greater detail, address any preliminary questions or concerns, and coordinate next steps, including the circulation and negotiation of the Mutual NDA.

We invite you to contact either Beatrice Holloway (direct telephone: (212) 891-4127; email: bholloway@calderwoodharkness.com) or Andrew Fitzpatrick (direct telephone: (212) 891-4253; email: afitzpatrick@calderwoodharkness.com) at your earliest convenience to confirm your team designations, communicate your availability for the introductory call, or raise any questions you may have regarding the matters addressed in this letter.

Thank you for your time and attention. We look forward to hearing from you.

Very truly yours,