[sheet: Cap Table Summary]
Holder
TESSERA LENDING, INC.
Capitalization and Merger Consideration Allocation Analysis
| Merger Consideration: $48,000,000 | Per-Share: $4.00 | Fully Diluted Shares: 12,000,000 | ||||
| Vikram S. Narayan | Co-Founder, CEO, Director | 3,744,000 | 31.2% | $4.00 | $14,976,000 | Common stock; largest individual holder |
| Elena M. Castillo | Co-Founder, CTO, Director | 2,736,000 | 22.8% | $4.00 | $10,944,000 | Common stock |
| Pinnacle Ventures Fund III, LP | Institutional Investor (Series B Lead) | 3,180,000 | 26.5% | $4.00 | $12,720,000 | Preferred converted to common on fully diluted basis; Delaware LP managed by Pinnacle Ventures Management, LLC |
| Broadleaf Growth Capital, LLC | Institutional Investor (Series B & C) | 1,440,000 | 12.0% | $4.00 | $5,760,000 | Preferred converted to common on fully diluted basis; Delaware LLC |
| Employee / Angel Pool (Options & RSUs) | Options & Restricted Stock Units | 900,000 | 7.5% | $4.00 | $3,600,000 | Includes all in-the-money stock options and unvested RSUs; see Option/RSU Waterfall tab for detail |
| TOTAL | 12,000,000 | 100.0% | $4.00 | $48,000,000 | Reconciliation check: 3,744,000 + 2,736,000 + 3,180,000 + 1,440,000 + 900,000 = 12,000,000 | |
| Co-Founder Combined Ownership Check: | 54.0% | $25,920,000 | 31.2% + 22.8% = 54.0% (majority for written consent approval) |
[sheet: Option-RSU Waterfall]
Grant Category
TESSERA LENDING, INC. — Option/RSU Waterfall Analysis
Employee/Angel Pool: 900,000 shares (7.5% of fully diluted capitalization)
| Early-Stage Options (2018–2019 grants) | 250,000 | $0.25 | $4.00 | $3.75 | $937,500 | 250,000 | 0 | Cancelled and converted to right to receive $4.00 per share less exercise price at closing | Fully vested; early angel/employee grants |
| Series A-Era Options (2020 grants) | 200,000 | $0.75 | $4.00 | $3.25 | $650,000 | 180,000 | 20,000 | Vested options cancelled for cash; unvested options to be accelerated per merger agreement | Acceleration subject to merger agreement terms |
| Series B-Era Options (2021 grants) | 175,000 | $1.50 | $4.00 | $2.50 | $437,500 | 125,000 | 50,000 | Vested options cancelled for cash; unvested options to be accelerated per merger agreement | |
| Series C-Era Options (2023 grants) | 125,000 | $2.50 | $4.00 | $1.50 | $187,500 | 60,000 | 65,000 | Vested options cancelled for cash; unvested options to be accelerated per merger agreement | Largest unvested tranche |
| Restricted Stock Units (Various) | 150,000 | N/A (RSUs) | $4.00 | $4.00 | $600,000 | 90,000 | 60,000 | RSUs settled in cash at $4.00 per share upon closing; acceleration of unvested RSUs per merger agreement | No exercise price; full value at merger consideration |
| TOTAL | 900,000 | $4.00 | $2,812,500 | 705,000 | 195,000 | Total pool = 7.5% of fully diluted shares; gross pool value at $4.00/share = $3,600,000; net value after exercise cost = $2,812,500 |
Aggregate Exercise Cost Summary
| Gross Pool Value (900,000 × $4.00) | $3,600,000 | |
| Less: Aggregate Exercise Cost | ($787,500) | Total exercise costs across all option tranches |
| Net Proceeds to Option/RSU Holders | $2,812,500 | Aggregate spread; references Sections 409A and 83 considerations per tax structuring memorandum |
[sheet: Pro Forma Funds Flow]
Line Item
TESSERA LENDING, INC. — Pro Forma Closing Funds Flow
| Gross Merger Consideration | $48,000,000 | Tessera Lending, Inc. stockholders (collectively) | All-cash; no equity component |
| Less: General Indemnification Escrow Holdback | ($4,800,000) | Caravel Trust Company, N.A. (Escrow Agent) | 10% of Merger Consideration; held for 18 months post-closing |
| Net Closing Consideration Payable to Stockholders | $43,200,000 | Tessera stockholders (pro rata) | $48,000,000 − $4,800,000 |
ALLOCATION OF NET CLOSING CONSIDERATION
| Vikram S. Narayan (31.2%) | $13,478,400 | Vikram S. Narayan | 3,744,000 shares × ($4.00 − pro rata escrow holdback of $0.40/share) = 3,744,000 × $3.60 |
| Elena M. Castillo (22.8%) | $9,849,600 | Elena M. Castillo | 2,736,000 shares × $3.60 |
| Pinnacle Ventures Fund III, LP (26.5%) | $11,448,000 | Pinnacle Ventures Fund III, LP | 3,180,000 shares × $3.60 |
| Broadleaf Growth Capital, LLC (12.0%) | $5,184,000 | Broadleaf Growth Capital, LLC | 1,440,000 shares × $3.60 |
| Employee / Angel Pool (Options & RSUs) (7.5%) | $3,240,000 | Individual holders (various) | 900,000 shares × $3.60; net of exercise costs, actual cash received will differ — see Option/RSU Waterfall tab |
| Total Net Closing Consideration | $43,200,000 | Reconciliation: $13,478,400 + $9,849,600 + $11,448,000 + $5,184,000 + $3,240,000 = $43,200,000 |
ESCROW HOLDBACK ALLOCATION (Released 18 months post-closing, less claims)
| Vikram S. Narayan (31.2%) | $1,497,600 | Held at Caravel Trust Company, N.A. | 3,744,000 × $0.40 |
| Elena M. Castillo (22.8%) | $1,094,400 | Held at Caravel Trust Company, N.A. | 2,736,000 × $0.40 |
| Pinnacle Ventures Fund III, LP (26.5%) | $1,272,000 | Held at Caravel Trust Company, N.A. | 3,180,000 × $0.40 |
| Broadleaf Growth Capital, LLC (12.0%) | $576,000 | Held at Caravel Trust Company, N.A. | 1,440,000 × $0.40 |
| Employee / Angel Pool (7.5%) | $360,000 | Held at Caravel Trust Company, N.A. | 900,000 × $0.40 |
| Total Escrow Holdback | $4,800,000 | Reconciliation: $1,497,600 + $1,094,400 + $1,272,000 + $576,000 + $360,000 = $4,800,000 |
SELLER-SIDE TRANSACTION EXPENSES (Deducted from stockholder proceeds at closing)
| Ashford Keane Partners LLC — Sell-Side Advisory Fee | $960,000 | Ashford Keane Partners LLC | 2.0% × $48,000,000; payable by Tessera / stockholders |
| Kessler, Aldrich & Voss LLP — Target Legal Fees (est.) | $350,000 | Kessler, Aldrich & Voss LLP | Estimated; subject to final invoicing |
| Whitfield Thorpe LLP — Target Auditor Fees (est.) | $75,000 | Whitfield Thorpe LLP | Estimated diligence support / bring-down audit costs |
| Other Seller Transaction Expenses (est.) | $50,000 | Various | D&O tail, miscellaneous |
| Total Estimated Seller-Side Transaction Expenses | $1,435,000 | Deducted from stockholder proceeds |
BUYER-SIDE TRANSACTION EXPENSES (Borne by BRB; not deducted from Merger Consideration)
| Calderwood & Harkness LLP — Legal Fees (est.) | $750,000 | Calderwood & Harkness LLP | Estimated; $650,000–$850,000 range; midpoint used |
| Hargrove Mercer & Co. — Advisory Fee | $600,000 | Hargrove Mercer & Co. | 1.25% × $48,000,000 |
| Meridian Indemnity Group, Inc. — R&W Insurance Premium (est.) | $288,000 | Meridian Indemnity Group, Inc. | 3.0% × $9,600,000 policy limit |
| Regulatory Filing Fees (est.) | $50,000 | OCC / State regulators | OCC approval, state lending-license change-of-control filings |
| Miscellaneous (Escrow Agent Fees, etc.) | $35,000 | Caravel Trust Company, N.A. / Various | |
| Total Estimated Buyer-Side Transaction Expenses | $1,723,000 | ||
| Estimated Total Buyer Outlay (Consideration + Buyer Expenses) | $49,723,000 | Belmont Ridge Bank NA | $48,000,000 + $1,723,000 |
[sheet: Valuation Summary]
Metric
TESSERA LENDING, INC. — Valuation Summary
DEAL OVERVIEW
| Aggregate Deal Value (Enterprise Value) | $48,000,000 | All-cash merger consideration; fixed |
| Per-Share Merger Consideration | $4.00 | $48,000,000 ÷ 12,000,000 fully diluted shares |
| Fully Diluted Shares Outstanding | 12,000,000 | Common stock + in-the-money options + RSUs |
| Consideration Form | 100% Cash | No equity component contemplated |
| Debt on Target Balance Sheet | $0 | Tessera is debt-free as of FY2025; no net-debt adjustment required (subject to confirmatory diligence) |
| Equity Value | $48,000,000 | Equals enterprise value given zero net debt |
TARVEX FINANCIAL METRICS (FY2025, year ended December 31, 2025)
| Tessera FY2025 Revenue | $38,400,000 | Per Tessera Lending audited financials (Whitfield Thorpe LLP) |
| Tessera FY2025 Adjusted EBITDA | $5,100,000 | Per Tessera Lending management accounts |
| Tessera Adjusted EBITDA Margin | 13.3% | $5,100,000 ÷ $38,400,000 |
| Tessera Cumulative Loan Originations (Since Inception 2018) | ~$1,200,000,000 | Approximately $1.2 billion since founding in 2018 |
| Tessera Lending Licenses | 42 states + D.C. | Subject to change-of-control filings |
| Tessera Founded | 2018 | Delaware corporation; HQ in Austin, TX |
| Tessera Delaware File Number | 6847312 | |
| Tessera EIN | 83-2649107 |
VALUATION MULTIPLES
| EV / Revenue | 1.25× | $48,000,000 ÷ $38,400,000 |
| EV / Adjusted EBITDA | ~9.41× | $48,000,000 ÷ $5,100,000 = 9.4118× |
R&W INSURANCE PARAMETERS
| R&W Policy Limit | $9,600,000 | 20% × $48,000,000; buyer-side policy from Meridian Indemnity Group, Inc. |
| R&W Retention | $960,000 | 2% × $48,000,000; split 50/50 between escrow and policy retention |
| R&W Insurance Premium (Est.) | $288,000 | 3.0% × $9,600,000 policy limit; buyer-borne expense |
BUYER REFERENCE DATA (as of December 31, 2025)
| BRB Total Consolidated Assets | ~$14,700,000,000 | Approximately $14.7 billion |
| BRB Cash & Cash Equivalents | ~$1,030,000,000 | Approximately $1.03 billion; acquisition funded from cash on hand |
| Deal Value as % of BRB Cash | ~4.7% | $48,000,000 ÷ $1,030,000,000 |
| BRB NYSE Ticker | BRMG | |
| BRB OCC Charter Number | 24-00781 | |
| BRB FDIC Certificate Number | 09463 | |
| BRB SEC CIK Number | 0001823456 | |
| BRB EIN | 13-4517820 | |
| Third-Party Acquisition Financing | None | Funded entirely from available cash on hand |
BANK PARTNERSHIP
| Issuing Bank Partner | Ridgeline Community Bank | Utah-chartered industrial bank; FDIC certificate number 35218 |
| Program Agreement Reference | TLI-RCB-2020-001 | Executed March 15, 2020; renewed through December 31, 2027 |
| Consent Required for Change of Control | TBD — Diligence Item | Review of program agreement required |