PRELIMINARY DUE DILIGENCE REQUEST LIST

PRELIMINARY DUE DILIGENCE REQUEST LIST
Tessera Lending, Inc.
Date: February 4, 2026
For delivery to:
Tessera Lending, Inc. and its counsel:
Kessler, Aldrich & Voss LLP
Attn: Randall T. Kessler, Partner
Priya D. Venkatesh, Senior Associate 816 Congress Avenue, Suite 2200 Austin, TX 78701
On behalf of:
Belmont Ridge Bank NA 600 Lexington Avenue, 34th Floor New York, NY 10022
CONFIDENTIAL — SUBJECT TO MUTUAL NON-DISCLOSURE AGREEMENT (Ref: NDA-BRB-TLI-2026-001)
This Preliminary Due Diligence Request List and all information contained herein are confidential and are being delivered pursuant to and subject to the terms of the Mutual Non-Disclosure Agreement between Belmont Ridge Bank NA and Tessera Lending, Inc. dated January 10, 2026 (the "NDA"). Distribution, reproduction, or disclosure of this document or its contents to any person other than authorized representatives of the parties and their respective counsel is strictly prohibited without the prior written consent of Calderwood & Harkness LLP on behalf of Belmont Ridge Bank NA. Receipt of this document does not create any obligation on the part of Belmont Ridge Bank NA to consummate any transaction.
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INTRODUCTORY INSTRUCTIONS AND GENERAL NOTES
A. Purpose
This Preliminary Due Diligence Request List (the "Request List") is being delivered in connection with the prospective acquisition of Tessera Lending, Inc., a Delaware corporation ("Tessera" or the "Company"), by Belmont Ridge Bank NA, a national banking association ("Belmont Ridge" or "BRB"), through a reverse triangular merger (the "Proposed Transaction"). In the Proposed Transaction, BRB Acquisition Sub, Inc., a to-be-formed Delaware corporation and a wholly owned subsidiary of BRB ("Merger Sub"), will merge with and into Tessera, with Tessera surviving the merger as a wholly owned subsidiary of BRB. The aggregate deal value of the Proposed Transaction is Forty-Eight Million Dollars ($48,000,000) in all-cash merger consideration, to be paid to the stockholders, optionholders, and other equity interest holders of Tessera in accordance with the terms of the definitive merger agreement to be negotiated and executed by the parties.
This Request List is preliminary and non-exhaustive. It is intended to facilitate the efficient commencement and conduct of legal, financial, and operational due diligence by Belmont Ridge and its advisors. Additional requests and follow-up inquiries may be issued as diligence progresses and as the parties gain a more complete understanding of the Company's business, operations, regulatory posture, and contractual relationships. The Company and its counsel should not view the absence of a specific request as an indication that such information or documentation is not relevant or will not be requested in the future.
B. Anticipated Timeline
Formal due diligence is expected to commence in March 2026, with a target completion date in advance of the anticipated signing of the definitive merger agreement during the second quarter of 2026. Early production of responsive documents is appreciated and will help ensure that the diligence process proceeds on schedule. The Company is encouraged to begin assembling and uploading responsive documents at its earliest convenience following receipt of this Request List.
C. Scope of Requests
Unless otherwise indicated, the requests contained herein cover the period from the Company's inception in 2018 through the most recent available date. Financial requests generally cover the three most recent fiscal years: fiscal year ended December 31, 2023 ("FY2023"), fiscal year ended December 31, 2024 ("FY2024"), and fiscal year ended December 31, 2025 ("FY2025"), with FY2025 year-end being December 31, 2025. Where requests reference a specific time period, the Company should produce all responsive documents falling within that period.
D. Data Room Instructions
All responsive documents should be uploaded to the virtual data room (the "VDR") to be established and maintained by Belmont Ridge's counsel, Calderwood & Harkness LLP. The Company will receive VDR access credentials and instructions under separate cover. In preparing and uploading responsive documents, the Company is requested to observe the following guidelines:
1.  Folder Structure. The folder structure within the VDR should mirror the numbered categories set forth in this Request List (e.g., "Category 1 — Corporate and Organizational," "Category 2 — Financial," etc.), with sub-folders corresponding to the numbered sub-sections within each category.
2.  Document Format. Documents should be produced in native format where possible. Specifically, spreadsheets should be produced in Ashbury Holdings Excel (.xlsx) format, editable documents should be produced in Ashbury Holdings Word (.docx) format, and executed agreements and official filings should be produced in PDF format. Where a document exists in both executed and unexecuted form, both versions should be produced.
3.  Document Labeling. Each document uploaded to the VDR should be clearly labeled with a brief description and the date of the document. File names should be descriptive and follow a consistent naming convention (e.g., "1.1 — Certificate of Incorporation — Tessera Lending Inc — 2018-06-15.pdf").
4.  Document Index. The Company is requested to prepare and maintain a running index of all documents uploaded to the VDR, organized by category, with a brief description, date, and document identification number for each item.
E. Definition of "Material"
Throughout this Request List, requests for "material" contracts, agreements, arrangements, or items generally refer to any contract, agreement, arrangement, or item involving consideration or obligations in excess of One Hundred Thousand Dollars ($100,000) annually, or which is otherwise material to the Company's business, operations, financial condition, prospects, or the Proposed Transaction. The Company should construe requests for "material" items broadly and should err on the side of inclusion in cases of doubt.
F. Contact Information
All questions regarding this Request List, including requests for clarification of specific items, should be directed to:
Andrew Fitzpatrick, Lead Associate Naomi Petersen, Working Associate Calderwood & Harkness LLP 1 World Financial Center, 42nd Floor New York, NY 10281 Telephone: (212) 555-7400
Email: afitzpatrick@calderwoodharkness.com / npetersen@calderwoodharkness.com
G. Privilege and Confidentiality
Production of documents in response to this Request List does not constitute a waiver of any privilege, work product protection, or confidentiality protection that may attach to such documents. Privileged materials should not be produced but should instead be identified on a privilege log in accordance with applicable rules and standards. The privilege log should contain sufficient detail to permit an assessment of the privilege claim, including the date of the document, the author and all recipients, the subject matter (described without disclosing privileged content), and the specific privilege or protection asserted. The Company is requested to produce the privilege log concurrently with its initial document production, and to update the privilege log as additional privileged documents are identified.
The parties acknowledge that all documents produced in the VDR are subject to the terms and conditions of the NDA referenced above.
CATEGORY 1: CORPORATE AND ORGANIZATIONAL
1.1 Charter and Formation Documents
1.1.1 Certificate of Incorporation of Tessera Lending, Inc. (Delaware file number 6847312), as originally filed with the Delaware Secretary of State, together with all amendments, restatements, certificates of amendment, certificates of correction, and certificates of designation filed since inception, including without limitation any certificates of designation establishing the rights, preferences, and privileges of any series of preferred stock.
1.1.2 Certificate of good standing (or equivalent certificate of status) for Tessera Lending, Inc. issued by the Delaware Secretary of State, dated within thirty (30) days of the date of production.
1.1.3 Certificates of qualification, registration, or authorization to do business as a foreign corporation in each state or other jurisdiction where Tessera is qualified, registered, or otherwise authorized to transact business, together with evidence of any related filings.
1.1.4 Good standing certificates (or equivalent certificates of status) from each state or other jurisdiction identified in response to Request 1.1.3, dated within thirty (30) days of the date of production.
1.1.5 Any certificates or filings relating to changes in the Company's name, registered agent, or registered office in Delaware or any other jurisdiction.
1.2 Bylaws and Governance Documents
1.2.1 Current bylaws of Tessera Lending, Inc., as amended and/or restated through the date of production, together with copies of each prior version of the bylaws and each amendment thereto.
1.2.2 Any corporate governance guidelines, codes of conduct, codes of ethics, or similar governance policies adopted by the board of directors or any committee thereof.
1.2.3 Charters or terms of reference for all committees of the board of directors, including without limitation any audit committee, compensation committee, nominating committee, risk committee, compliance committee, or other standing or ad hoc committees.
1.2.4 Written consent procedures, delegation of authority policies, and any related governance policies or guidelines establishing procedures for action by written consent of the board of directors or stockholders in lieu of a meeting.
1.2.5 Any conflicts of interest policies, related-party transaction policies, or insider trading policies adopted by the Company.
1.3 Board and Stockholder Minutes
1.3.1 Minutes of all meetings of the board of directors from the Company's inception in 2018 through the present date, including minutes of all regular meetings, special meetings, and any informal or telephonic meetings memorialized in writing.
1.3.2 Minutes of all meetings of each committee of the board of directors from inception through the present date.
1.3.3 Minutes of all meetings of stockholders, including annual meetings and special meetings, from inception through the present date.
1.3.4 Copies of all written consents executed by the board of directors, any committee of the board, or the stockholders from inception through the present date, together with any supporting materials, exhibits, or attachments referenced therein.
1.3.5 Board and committee resolutions authorizing material transactions, including without limitation equity financings, borrowings, acquisitions, dispositions, the entry into material contracts, equity issuances, option grants, executive compensation arrangements, and any matters relating to the Proposed Transaction or any prior change-of-control discussions.
1.3.6 For reference, the Company's current board of directors is understood to comprise the following individuals:
•  Vikram S. Narayan, Co-Founder and Chief Executive Officer
•  Elena M. Castillo, Co-Founder and Chief Technology Officer
•  Jonathan R. Peake, designee of Pinnacle Ventures Fund III, LP
•  Sandra L. Hu, designee of Broadleaf Growth Capital, LLC
•  Dr. Margaret A. Forsythe, Independent Director
Please confirm this composition and identify any changes in the composition of the board of directors during the preceding three years, including any directors who resigned, were removed, or whose terms expired.
1.4 Capitalization Records
1.4.1 A complete capitalization table showing all outstanding shares of common stock, preferred stock (by series), options to purchase shares of common or preferred stock, warrants, restricted stock units ("RSUs"), convertible notes, and any other equity or equity-linked securities of the Company, on both an outstanding and fully diluted basis, as of the most recent practicable date. The capitalization table should identify each holder by name, the class and series of securities held, the number of shares or units held, the percentage of total capitalization represented (on both an outstanding and fully diluted basis), and any applicable vesting, forfeiture, or repurchase provisions.
1.4.2 For reference, the Company's fully diluted capitalization is currently understood to be as follows, based on a total of 12,000,000 shares on a fully diluted basis:
Please confirm or correct this capitalization and provide the detailed capitalization table requested.
1.4.3 Stock ledger or share transfer records showing all issuances, transfers, repurchases, cancellations, and other changes in the Company's outstanding equity securities from inception through the present date.
1.4.4 Copies of all stock certificates issued by the Company, or evidence of book-entry ownership for any shares held in uncertificated form, together with any related stock powers or transfer instruments.
1.4.5 Copies of all Section 83(b) election filings made by founders, employees, or other service providers in connection with the receipt of restricted stock or other equity subject to vesting, together with evidence of timely filing with the Internal Revenue Service.
1.5 Stockholder Agreements and Investor Rights
1.5.1 All stockholder agreements, voting agreements, investors' rights agreements, right of first refusal and co-sale agreements, registration rights agreements, and any other agreements among or between the Company and any of its stockholders relating to the governance of the Company, the transfer of its equity securities, or the rights and obligations of its stockholders.
1.5.2 All documents relating to the Company's equity financing rounds, including without limitation:
(a) The Series B preferred stock financing led by Pinnacle Ventures Fund III, LP (understood to have been completed in 2021), including the stock purchase agreement, investors' rights agreement, voting agreement, right of first refusal and co-sale agreement, certificate of designation or amended and restated certificate of incorporation, and any related ancillary documents.
(b) The Series C preferred stock financing involving Broadleaf Growth Capital, LLC, including the stock purchase agreement and all related documents.
(c) Any earlier financing rounds (seed round, Series A, and any bridge or convertible note financings).
1.5.3 All management rights letters, side letters, or similar agreements between the Company and any institutional investor, including without limitation Pinnacle Ventures Fund III, LP (EIN 85-3921047) and Broadleaf Growth Capital, LLC (EIN 37-4862153).
1.5.4 Any agreements or arrangements granting preemptive rights, anti-dilution protections, liquidation preferences, redemption rights, information rights, board observation rights, or other special rights to any stockholder or class of stockholders.
1.5.5 Any agreements relating to drag-along rights, tag-along rights, or similar provisions affecting the ability of the Company or its stockholders to consummate the Proposed Transaction.
1.6 Subsidiaries and Affiliates
1.6.1 A complete list of all subsidiaries, affiliated entities, joint ventures, and other entities in which Tessera holds a direct or indirect equity or ownership interest, whether domestic or foreign, including for each entity its legal name, jurisdiction of organization, type of entity, ownership percentage, and a brief description of its business and purpose.
1.6.2 A corporate organizational chart showing the Company's complete corporate structure and all direct and indirect ownership relationships, including percentages of equity ownership at each level.
1.6.3 Formation documents (certificates of incorporation, certificates of formation, articles of organization, partnership agreements, or equivalent) and governance documents (bylaws, operating agreements, partnership agreements, or equivalent) for each subsidiary or affiliate identified in response to Request 1.6.1.
1.6.4 Good standing certificates (or equivalent certificates of status) for each subsidiary or affiliate, issued by the appropriate governmental authority in its jurisdiction of organization, dated within thirty (30) days of the date of production.
1.7 Prior Transactions
1.7.1 Documentation of all prior equity financings, including seed, Series A, Series B, Series C, and any other financing rounds, including term sheets, subscription agreements, stock purchase agreements, closing certificates, and closing binders or sets.
1.7.2 Documentation of any prior acquisitions, dispositions, mergers, reorganizations, recapitalizations, or other similar corporate transactions involving the Company or any of its subsidiaries or affiliates.
1.7.3 Any prior change-of-control notices, regulatory filings, or third-party consent requests related to prior corporate transactions.
1.7.4 Any indication-of-interest letters, term sheets, letters of intent, or other expressions of interest received by the Company from prospective acquirers, investors, or strategic partners within the last three years (to the extent not subject to confidentiality restrictions that would prohibit disclosure to Belmont Ridge).
CATEGORY 2: FINANCIAL
2.1 Audited Financial Statements
2.1.1 Audited financial statements of the Company for each of FY2023, FY2024, and FY2025 (fiscal year ending December 31, 2025), including the balance sheet, income statement (or statement of operations), statement of cash flows, statement of stockholders' equity, and all accompanying notes to the financial statements, together with the independent auditor's report issued in connection with each such set of financial statements.
2.1.2 The Company's independent auditor is understood to be Whitfield Thorpe LLP, located at 1221 South MoPac Expressway, Suite 400, Austin, TX 78746. Please confirm this engagement and provide a copy of the engagement letter(s) with Whitfield Thorpe LLP.
2.1.3 All management letters, internal control letters, and any other written communications from Whitfield Thorpe LLP to the Company's management, board of directors, or audit committee, including communications relating to significant deficiencies, material weaknesses, or other matters arising in the course of the audit.
2.1.4 Any qualified opinions, adverse opinions, going concern qualifications, or disclaimers of opinion issued by Whitfield Thorpe LLP with respect to any period.
2.1.5 Any restatements of previously issued financial statements, together with an explanation of the reasons for such restatement.
2.1.6 Auditor independence and fee schedules for the last three fiscal years.
2.2 Unaudited Financial Statements
2.2.1 Unaudited monthly and quarterly financial statements (income statement, balance sheet, and cash flow statement) for FY2024 and FY2025, including any accompanying management commentary or analysis.
2.2.2 The most recent interim financial statements available for FY2026, including January 2026 financial statements if available.
2.2.3 Management-prepared financial reports, executive dashboards, key performance indicator ("KPI") reports, and any other recurring financial and operational reporting packages distributed to the board of directors, management team, or investors during FY2024 and FY2025.
2.2.4 Any internal financial reports, analysis, or commentary prepared in connection with monthly or quarterly close processes.
2.3 Revenue and EBITDA Detail
2.3.1 Detailed revenue schedules broken down by product line (specifically, unsecured personal loans and point-of-sale installment financing) and by distribution channel (direct-to-consumer, merchant partner, bank partner, or other), for each of FY2023, FY2024, and FY2025. The Company's FY2025 revenue is understood to be approximately $38,400,000. Please confirm this figure and provide the requested detail.
2.3.2 Revenue recognition policies and any changes in revenue recognition methodology during the periods covered.
2.3.3 Adjusted EBITDA reconciliations for each of FY2023, FY2024, and FY2025, with a detailed description of each adjustment to EBITDA, including but not limited to non-recurring charges, stock-based compensation expense, one-time transaction costs, restructuring charges, litigation settlements, and any other items excluded from or added back to EBITDA. The Company's FY2025 adjusted EBITDA is understood to be approximately $5,100,000. Please confirm this figure and provide the requested reconciliation.
2.3.4 Any quality-of-earnings analysis or similar financial analysis prepared by or on behalf of the Company or its financial advisors in connection with the Proposed Transaction or otherwise.
2.3.5 Gross margin and contribution margin analysis by product line and by channel for FY2024 and FY2025.
2.4 Loan Origination and Portfolio Data
2.4.1 Aggregate loan origination data since the Company's inception in 2018, including total number and dollar volume of loans originated. The Company's cumulative loan originations since inception are understood to be approximately $1.2 billion. Please confirm this figure and provide supporting data.
2.4.2 Loan origination volumes (number and dollar amount) by month and by quarter for FY2024 and FY2025, broken down by product line and channel.
2.4.3 Detailed loan portfolio characteristics, including:
(a) Average loan size (by product line and vintage);
(b) Average annual percentage rate ("APR") (by product line and vintage);
(c) Average loan term (by product line and vintage);
(d) Geographic distribution of loans by state;
(e) Credit score distribution of borrowers at origination (by vintage and product line);
(f) Borrower income and debt-to-income ratio distributions (if tracked).
2.4.4 Delinquency, charge-off, and net loss rate data by vintage (monthly or quarterly vintage cohorts) for each product line, presented in a static pool analysis or equivalent format.
2.4.5 Servicing portfolio detail, including:
(a) Aggregate outstanding principal balance of loans held on the Company's balance sheet;
(b) Aggregate outstanding principal balance of loans sold to third parties but serviced by the Company;
(c) Aggregate outstanding principal balance of loans serviced for others (sub-servicing arrangements);
(d) Servicing fee revenue by category.
2.4.6 Any loan-level data tapes or portfolio stratification reports available in electronic format.
2.5 Budgets and Projections
2.5.1 Annual operating budgets approved by the board of directors for FY2025 and FY2026, including all supporting assumptions and schedules.
2.5.2 Financial projections, models, or forecasts prepared by management, the board, or any third party, including any materials prepared by Ashford Keane Partners LLC (the Company's financial advisor in connection with the sale process) or any other investment banking or advisory firm.
2.5.3 Variance reports comparing actual financial results to budgeted amounts for FY2025, together with management commentary on any material variances.
2.5.4 Any strategic plans, long-range financial models, or scenario analyses prepared by management.
2.5.5 Capital expenditure budgets and forecasts for FY2025 and FY2026.
2.6 Debt and Borrowings
2.6.1 Copies of all credit agreements, loan agreements, promissory notes, indentures, debentures, and other debt instruments to which the Company is a party or by which any of its assets are encumbered, whether outstanding or retired during the last three fiscal years. It is currently understood that the Company is debt-free; please confirm whether this is the case and, if not, provide all responsive documents.
2.6.2 Any warehouse lending facilities, revolving credit facilities, or other financing arrangements used to fund loan originations, whether on- or off-balance sheet.
2.6.3 Any securitization facilities, including indentures, pooling and servicing agreements, trust agreements, and related documents.
2.6.4 All capital lease obligations and equipment financing agreements.
2.6.5 Copies of all outstanding letters of credit, guarantees, surety bonds, or similar credit support arrangements provided by or on behalf of the Company.
2.6.6 Any subordination agreements, intercreditor agreements, or similar arrangements.
2.7 Banking Relationships
2.7.1 A complete list of all bank accounts, depository accounts, investment accounts, and other financial accounts maintained by the Company, including for each account the name of the financial institution, the account number, the type of account, the approximate current balance, and a list of all authorized signatories.
2.7.2 Bank statements for each account identified in response to Request 2.7.1 for the most recent twelve (12) months (January 2025 through December 2025, or through the most recent available statement date).
2.7.3 Any cash management, treasury management, or sweep account agreements.
2.8 Accounts Receivable and Payable
2.8.1 An aged accounts receivable schedule as of December 31, 2025, categorized by aging bucket (current, 1–30 days past due, 31–60 days, 61–90 days, and over 90 days), and by customer or counterparty type.
2.8.2 An aged accounts payable schedule as of December 31, 2025, categorized by aging bucket and by vendor or counterparty.
2.8.3 A description of the Company's bad debt reserve methodology, including assumptions used to estimate the allowance for loan losses and the allowance for doubtful accounts receivable.
2.8.4 Historical write-off experience for each of FY2023, FY2024, and FY2025, including amounts written off and any subsequent recoveries.
CATEGORY 3: REGULATORY AND LICENSING
3.1 Lending Licenses
3.1.1 Copies of all state lending licenses, registrations, permits, and authorizations held by the Company in each of the forty-two (42) states and the District of Columbia where the Company is licensed or otherwise authorized to conduct lending activities.
3.1.2 A comprehensive schedule listing each jurisdiction in which the Company is licensed, registered, or otherwise authorized to conduct lending activities, together with the applicable license type, license number, issuing agency, date of original issuance, and current expiration or renewal date.
3.1.3 A description of the status of any pending license applications or renewal filings, including the jurisdiction, license type, date of application, and current status.
3.1.4 A list of any states or other jurisdictions where the Company has applied for but not yet received a lending license or registration, or where a license application has been denied, withdrawn, or allowed to lapse, together with an explanation of the circumstances.
3.1.5 Any correspondence with state licensing authorities regarding licensing status, compliance issues, or conditions imposed on existing licenses.
3.2 Change-of-Control Requirements
3.2.1 A detailed summary of the change-of-control notification, approval, or consent requirements under each state lending license held by the Company (up to forty-two states and the District of Columbia), including:
(a) Whether prior approval is required before closing, or whether post-closing notification is sufficient;
(b) The applicable timeline requirements for submitting pre-closing applications or post-closing notifications;
(c) The specific information, forms, and fees required in connection with each filing;
(d) Any conditions or requirements that may be imposed by the licensing authority as a condition to approval (e.g., financial condition requirements, character and fitness investigations of the acquiring entity's officers and directors).
3.2.2 Identification of any lending licenses that may not be transferable or assignable upon a change of control, or that require the acquirer to submit a new license application, together with an assessment of the time and process required for re-licensing.
3.2.3 Any legal memoranda, regulatory analyses, or outside counsel opinions previously prepared regarding change-of-control requirements under the Company's lending licenses.
3.2.4 Any precedent filings or approvals obtained in connection with prior changes in the Company's ownership structure (e.g., in connection with earlier financing rounds).
3.3 Regulatory Examinations and Inquiries
3.3.1 Copies of all reports of examination or supervisory findings letters issued by any state or federal regulatory authority with respect to the Company for the last five (5) years, including without limitation reports issued by state banking departments, state departments of financial institutions, state attorneys general, the Consumer Financial Protection Bureau ("CFPB"), the Federal Trade Commission ("FTC"), or any other consumer protection or financial regulatory agency.
3.3.2 All correspondence between the Company and any state or federal regulatory authority regarding examinations, investigations, inquiries, enforcement actions, or supervisory matters, for the last five (5) years.
3.3.3 Copies of any consent orders, cease-and-desist orders, memoranda of understanding, supervisory agreements, consent agreements, formal or informal enforcement actions, or other regulatory directives or sanctions issued against or agreed to by the Company at any time.
3.3.4 Any internal reports, summaries, or analyses prepared by the Company in response to examination findings or regulatory inquiries.
3.3.5 A log or summary of all regulatory examinations conducted with respect to the Company since inception, including the examining authority, date(s) of examination, scope, and outcome.
3.4 Compliance Policies and Programs
3.4.1 Complete documentation of the Company's compliance management system ("CMS"), including the CMS framework, organizational structure, roles and responsibilities of compliance personnel, compliance reporting lines, and board oversight of compliance functions.
3.4.2 Fair lending policies and procedures, including any fair lending risk assessments, fair lending testing results, and corrective action plans.
3.4.3 Anti-money laundering ("AML") and Bank Secrecy Act ("BSA") compliance policies and procedures, to the extent applicable to the Company's business activities, including any Customer Identification Program ("CIP") procedures, Suspicious Activity Report ("SAR") filing procedures, and Currency Transaction Report ("CTR") procedures.
3.4.4 Consumer complaint handling policies and procedures, including the Company's process for receiving, tracking, investigating, and resolving consumer complaints.
3.4.5 Consumer complaint logs and summaries for FY2024 and FY2025, including the number, nature, and resolution of complaints received, as well as any root cause analyses or trend reporting.
3.4.6 Privacy policies, including policies and notices required under the Gramm-Leach-Bliley Act ("GLBA"), the California Consumer Privacy Act ("CCPA") / California Privacy Rights Act ("CPRA"), and any other applicable state-specific privacy laws.
3.4.7 Truth in Lending Act ("TILA") compliance policies and procedures, including Regulation Z compliance materials, sample disclosures, and any internal or external TILA compliance reviews.
3.4.8 Equal Credit Opportunity Act ("ECOA") and Regulation B compliance policies and procedures, including adverse action notice procedures and forms.
3.4.9 Electronic Fund Transfer Act ("EFTA") and Regulation E compliance policies and procedures, to the extent applicable.
3.4.10 Any internal compliance audits, external compliance assessments, or third-party compliance reviews conducted within the last three years, together with the findings and any remediation plans.
3.4.11 Any additional compliance policies and procedures, including policies related to the Servicemembers Civil Relief Act ("SCRA"), Military Lending Act ("MLA"), Telephone Consumer Protection Act ("TCPA"), CAN-SPAM Act, and state-specific consumer protection laws.
3.5 CFPB and Federal Regulatory Matters
3.5.1 Any CFPB supervisory letters, examination reports, no-action letters, or other supervisory communications received by the Company.
3.5.2 Any CFPB civil investigative demands ("CIDs"), subpoenas, or requests for information issued to the Company.
3.5.3 Any other federal regulatory correspondence, filings, or submissions made by or on behalf of the Company to any federal regulatory agency.
3.5.4 Any filings with, notifications to, or correspondence with the Office of the Comptroller of the Currency ("OCC"), the Federal Deposit Insurance Corporation ("FDIC"), or the Board of Governors of the Federal Reserve System, to the extent applicable.
3.6 Bank-Partnership Program Regulatory Materials
3.6.1 All regulatory correspondence, filings, inquiries, or submissions related to the bank-partnership lending program between the Company and Ridgeline Community Bank (the "Ridgeline Program"), conducted pursuant to the program agreement referenced as TLI-RCB-2020-001 dated March 15, 2020 and renewed through December 31, 2027.
3.6.2 Any "true lender" analyses, legal opinions, or memoranda prepared by or for the Company, Ridgeline Community Bank, or their respective counsel, addressing the legal and regulatory status of the bank-partnership arrangement, including the allocation of risk, the role of each party in the origination process, and the applicability of federal preemption to interest rate exportation.
3.6.3 Any examination reports, supervisory findings, or regulatory correspondence issued by the FDIC or any state regulatory authority with respect to Ridgeline Community Bank (FDIC certificate number 35218) that mention, relate to, or concern the Ridgeline Program or the Company's role therein.
3.6.4 Any state regulatory inquiries, challenges, enforcement actions, or legislative developments relating to the bank-partnership model or the Ridgeline Program, including any correspondence from state attorneys general or state banking departments questioning the validity or legality of the arrangement.
3.6.5 Any legal opinions or analyses addressing the impact of the Proposed Transaction on the Ridgeline Program, including whether Ridgeline Community Bank's consent is required and whether the bank-partnership model may need to be restructured following the acquisition.
CATEGORY 4: TECHNOLOGY AND INTELLECTUAL PROPERTY
4.1 Platform Architecture and Technology
4.1.1 A comprehensive description and documentation of the Company's technology-enabled consumer lending platform, including system architecture diagrams, technology stack descriptions, data flow diagrams, and an overview of key infrastructure components.
4.1.2 Copies of all cloud hosting and infrastructure agreements, including agreements with cloud service providers (e.g., Ridgeway Industries, Crestline Systems, Aldermere Technologies), managed hosting providers, and data center operators.
4.1.3 Platform uptime, availability, and performance data for the last twenty-four (24) months, including any incident reports documenting material outages, service interruptions, or performance degradations.
4.1.4 Technology roadmap and development pipeline documents, including any strategic technology plans, feature backlogs, and planned platform enhancements for FY2026 and beyond.
4.1.5 Disaster recovery and business continuity plans, including any testing results from the last twenty-four months.
4.2 Proprietary Software and Source Code
4.2.1 A complete inventory of all proprietary software developed by or for the Company, including a description of the functionality, development status (production, beta, or development), and ownership status of each software application or module.
4.2.2 A description of all open-source software incorporated into or distributed with the Company's platform, products, or services, together with a compliance analysis identifying the applicable open-source license for each component (e.g., MIT, Apache 2.0, GPL, LGPL, AGPL) and an assessment of compliance with the terms of each such license, including any copyleft or source code disclosure obligations.
4.2.3 Copies of all source code escrow agreements, if any, including identification of the escrow agent, the beneficiaries, and the release conditions.
4.2.4 A description of the Company's software development practices, including version control systems, code review processes, quality assurance and testing procedures, deployment practices, and change management procedures.
4.3 Patents and Patent Applications
4.3.1 A schedule of all issued patents (domestic and foreign) held by or assigned to the Company, including for each patent the patent number, title, filing date, issue date, expiration date, named inventors, current assignee, and a brief description of the subject matter claimed.
4.3.2 A schedule of all pending patent applications (domestic and foreign), including for each application the application number, title, filing date, named inventors, current status, and a brief description of the subject matter.
4.3.3 Patent prosecution files and correspondence with patent counsel, including office actions, responses, and any prior art references cited during prosecution.
4.3.4 Copies of all patent licensing agreements (both inbound and outbound), including any cross-license agreements.
4.3.5 Any freedom-to-operate opinions, patentability opinions, invalidity analyses, or other patent-related legal opinions obtained by the Company.
4.4 Trademarks, Domain Names, and Copyrights
4.4.1 A schedule of all registered and pending trademarks, service marks, and trade names (domestic and foreign) held by or applied for by the Company, including for each mark the registration or application number, the jurisdiction, the goods and services covered, the filing date, the registration date (if registered), and the current status.
4.4.2 A schedule of all domain name registrations held by the Company, including the registrar, registration date, expiration date, and the designated registrant for each domain name.
4.4.3 A schedule of all copyright registrations, if any, including the registration number, title of the work, date of registration, and a description of the copyrighted work.
4.4.4 Brand guidelines, usage policies, and any trademark licensing agreements (inbound or outbound).
4.5 Trade Secrets and Confidential Information
4.5.1 A description of the Company's proprietary algorithms, underwriting models, risk scoring methodologies, fraud detection systems, and other trade secrets or proprietary methodologies that constitute core intellectual property assets of the business, to the extent such descriptions can be provided without compromising the confidentiality of such information.
4.5.2 Policies and procedures for the protection of trade secrets and confidential information, including information classification policies, access control procedures, and employee and contractor onboarding and offboarding procedures relating to confidential information.
4.5.3 Copies of non-disclosure agreements ("NDAs") entered into with employees, contractors, consultants, and third parties in connection with access to or use of the Company's proprietary technology, algorithms, and confidential business information. Representative forms of NDAs may be provided in lieu of individual agreements, together with a representation regarding the consistency of signed agreements with such forms.
4.6 Data Security and Privacy
4.6.1 The Company's information security policies and procedures, including written information security program ("WISP") documentation, access control policies, encryption policies, data retention and destruction policies, and incident response procedures.
4.6.2 SOC 2 Type II reports (or equivalent third-party security certifications, such as ISO 27001, PCI DSS, or NIST CSF assessments) issued with respect to the Company's systems and controls for the most recent reporting period(s).
4.6.3 The Company's data breach incident response plan, including the incident classification framework, escalation procedures, notification procedures, and post-incident review process.
4.6.4 A complete history of all data breaches, security incidents, unauthorized access events, or other information security events experienced by the Company, including a description of each incident, the number of affected individuals, the types of data compromised, the root cause, the remediation measures taken, and any notifications made to affected individuals, regulators, or law enforcement.
4.6.5 Data processing agreements ("DPAs"), business associate agreements ("BAAs"), and other data-related agreements entered into with third-party vendors, processors, and sub-processors that process personal data on behalf of the Company.
4.6.6 Penetration testing results, vulnerability assessment reports, and any remediation plans issued in connection with security assessments conducted within the last two (2) years.
4.6.7 Cyber insurance policies currently in effect (cross-reference to Category 9, Request 9.1).
4.7 Technology Agreements
4.7.1 All material technology licensing agreements (inbound and outbound), including licenses for third-party software, platforms, tools, and frameworks used in the operation of the Company's business.
4.7.2 All software-as-a-service ("SaaS") subscription agreements, including agreements for customer relationship management, enterprise resource planning, human resources management, accounting, marketing automation, and other business applications.
4.7.3 All data licensing and data provider agreements, including agreements with credit bureaus (e.g., Harborview Enterprises, Penrose Group, Penmark Enterprises), alternative data providers, identity verification providers, and fraud detection service providers.
4.7.4 All API integration agreements, data-sharing agreements, and connectivity agreements with lending partners, payment processors, merchant partners, banking partners, and other third parties.
4.7.5 Any technology development agreements, joint development agreements, or co-development arrangements with third parties.
CATEGORY 5: EMPLOYEES AND BENEFITS
5.1 Employment Agreements and Arrangements
5.1.1 Employment agreements, offer letters, and compensation arrangements (including base salary, bonus structure, equity awards, and any other forms of compensation) for all executive officers and key employees, including without limitation:
(a) Vikram S. Narayan, Co-Founder and Chief Executive Officer;
(b) Elena M. Castillo, Co-Founder and Chief Technology Officer;
(c) Any Chief Financial Officer, Chief Operating Officer, Chief Compliance Officer, General Counsel, or other C-suite executives; and
(d) Any other key employees identified by the Company as critical to its operations.
5.1.2 All consulting agreements, independent contractor agreements, advisory agreements, and similar arrangements pursuant to which individuals perform services for the Company on a non-employee basis.
5.1.3 All non-competition agreements, non-solicitation agreements, confidentiality and invention assignment agreements, and proprietary information agreements entered into with current and former employees, consultants, and contractors.
5.1.4 Any retention agreements, stay bonus arrangements, or other incentive arrangements designed to retain key personnel in connection with the Proposed Transaction or otherwise.
5.2 Employee Roster and Organizational Information
5.2.1 A current employee roster, including for each employee the following information: full name, job title, department, supervisor, hire date, employment location (office or remote), employment status (full-time, part-time, temporary), annual base salary, target bonus opportunity (if any), and a summary of equity awards held (options, RSUs, or other).
5.2.2 A current organizational chart showing the Company's departmental structure, reporting relationships, and functional areas.
5.2.3 Headcount data broken down by department, function, and geographic location, as of the most recent available date.
5.2.4 A list of all employees currently on a leave of absence (including the type of leave, such as FMLA, disability, personal, or military leave), together with the expected return date, if known.
5.2.5 A description of any recent or planned reductions in force, layoffs, furloughs, or other material changes in headcount.
5.3 Stock Option Plan and Equity Awards
5.3.1 Copies of all equity incentive plans adopted by the Company (including all amendments and restatements), together with the board and stockholder resolutions approving each such plan.
5.3.2 A complete schedule of all outstanding stock options, including for each grant the optionee name, grant date, number of shares subject to the option, exercise price per share, vesting commencement date, vesting schedule (including any cliff vesting), expiration date, and whether the option is an incentive stock option ("ISO") or a non-qualified stock option ("NSO"). The total shares subject to outstanding options and other equity awards in the employee and angel pool are understood to be approximately 900,000 shares.
5.3.3 A complete schedule of all outstanding restricted stock unit ("RSU") awards, including for each award the grantee name, grant date, number of units, vesting commencement date, and vesting schedule.
5.3.4 Copies of the forms of stock option agreement, RSU agreement, restricted stock purchase agreement, and any other forms of equity award agreement used by the Company.
5.3.5 A description of any acceleration provisions applicable to outstanding equity awards that would be triggered by a change of control of the Company, termination of the holder's employment in connection with or following a change of control, or any other event related to the Proposed Transaction, including whether such acceleration is "single trigger" (i.e., triggered solely by the change of control) or "double trigger" (i.e., requiring both a change of control and a qualifying termination of employment).
5.3.6 Section 409A valuation reports (i.e., independent fair market value determinations of the Company's common stock for purposes of Section 409A of the Internal Revenue Code) for each of the last three years, prepared by qualified independent appraisers.
5.3.7 Any early exercise provisions, repurchase rights, or forfeiture provisions applicable to outstanding equity awards or previously issued restricted stock.
5.4 Employee Benefit Plans
5.4.1 Copies of all employee benefit plans maintained, contributed to, or sponsored by the Company, including without limitation health insurance, dental insurance, vision insurance, life insurance, short-term and long-term disability insurance, 401(k) or other defined contribution retirement plans, pension or defined benefit plans (if any), employee stock purchase plans (if any), health savings accounts, flexible spending accounts, commuter benefits, and any other welfare or fringe benefit programs.
5.4.2 Summary plan descriptions ("SPDs") and summaries of material modifications ("SMMs") for each plan identified in response to Request 5.4.1.
5.4.3 IRS determination letters or opinion letters (as applicable) for each tax-qualified retirement plan maintained by the Company.
5.4.4 The most recent Form 5500 annual return/report filed with the Department of Labor for each plan subject to ERISA reporting requirements.
5.4.5 Any deferred compensation arrangements subject to Section 409A of the Internal Revenue Code, together with a compliance analysis confirming compliance with Section 409A requirements.
5.4.6 Any COBRA administration records or notices, if applicable.
5.5 Labor Relations
5.5.1 Any collective bargaining agreements to which the Company is a party or by which it is bound. It is currently understood that none of the Company's employees are represented by a labor union or covered by a collective bargaining agreement; please confirm.
5.5.2 Any pending or threatened labor disputes, grievances, unfair labor practice charges, union organizing campaigns, or other labor relations matters.
5.5.3 Any OSHA citations, workplace safety complaints, or other occupational health and safety matters involving the Company within the last three years.
5.5.4 Any charges filed with or complaints made to the Equal Employment Opportunity Commission ("EEOC"), any state or local civil rights agency, or any other employment-related governmental agency within the last three years.
5.6 Change-of-Control Provisions
5.6.1 A comprehensive summary of all change-of-control, severance, retention, transaction bonus, golden parachute, or similar provisions contained in any employment agreement, equity incentive plan, equity award agreement, benefit plan, consulting agreement, or other arrangement between the Company and any of its directors, officers, employees, or service providers.
5.6.2 An estimate of the aggregate cost of all change-of-control payments, severance payments, accelerated vesting, and other benefits that would be triggered by the consummation of the Proposed Transaction (assuming the merger is completed and all affected individuals experience a qualifying event under applicable agreements and plans), together with a detailed breakdown by individual for any payments exceeding $100,000.
5.6.3 Any Section 280G analysis or "golden parachute" analysis prepared by or on behalf of the Company, including calculations of potential excess parachute payments and any associated Section 4999 excise tax exposure.
CATEGORY 6: MATERIAL CONTRACTS
6.1 Ridgeline Community Bank Program Agreement
6.1.1 A complete copy of the bank-partnership program agreement between Tessera Lending, Inc. and Ridgeline Community Bank (agreement reference number TLI-RCB-2020-001), dated March 15, 2020, as renewed, extended, or amended through December 31, 2027, together with all exhibits, schedules, and appendices thereto.
6.1.2 All amendments, supplements, side letters, addenda, waivers, and modifications to the program agreement, whether formal or informal.
6.1.3 Identification and detailed summary of any change-of-control, assignment, consent, or notification provisions contained in the program agreement, including any provisions that would be triggered by the Proposed Transaction and a description of the consent or approval process required.
6.1.4 Any ongoing correspondence between the Company and Ridgeline Community Bank regarding the Proposed Transaction, the change-of-control provisions of the program agreement, or any other material matters affecting the relationship between the parties.
6.1.5 Any operating procedures, compliance manuals, or servicing standards incorporated by reference into or required under the program agreement.
6.2 Customer and Merchant Agreements
6.2.1 Current forms of consumer loan agreement, promissory note, loan disclosure, and any other documents executed by or delivered to borrowers in connection with loan originations under each of the Company's lending products (unsecured personal loans and point-of-sale installment financing).
6.2.2 All material point-of-sale merchant partner agreements, including agreements with retail merchants, e-commerce merchants, healthcare providers, home improvement contractors, and any other merchants or service providers through which the Company offers installment financing.
6.2.3 Any revenue-sharing, referral fee, marketing, or lead generation arrangements with merchants, affiliates, or other third parties.
6.2.4 Any agreements with loan aggregators, lead generators, marketplace platforms, or customer acquisition partners.
6.2.5 Any agreements with co-brand or white-label partners.
6.3 Vendor and Service Provider Agreements
6.3.1 Copies of all material vendor and service provider agreements, including without limitation:
(a) Credit bureau agreements (Harborview Enterprises, Penrose Group, Penmark Enterprises, and any alternative data providers);
(b) Payment processing agreements (ACH processors, debit card networks, and other payment facilitators);
(c) Collection agency agreements (third-party debt collection agencies);
(d) Loan servicing agreements (third-party servicers or sub-servicers, if any);
(e) Technology vendor agreements (cloud hosting, software, data analytics, and other technology services); and
(f) Professional services agreements (accounting, legal, consulting, and other advisory services).
6.3.2 A comprehensive schedule of all contracts with any vendor, service provider, or other counterparty involving annual consideration in excess of $100,000, including the counterparty name, a brief description of the services or goods provided, the contract term, the annual consideration, and any renewal or termination provisions.
6.4 Loan Sale and Securitization Agreements
6.4.1 Any whole loan sale agreements, forward flow agreements, or loan participation agreements pursuant to which the Company sells, assigns, or participates loan receivables to third-party purchasers or investors.
6.4.2 Any securitization documents, including indentures, pooling and servicing agreements, trust agreements, sale and contribution agreements, and servicing agreements related to any securitization transaction involving the Company's loan assets.
6.4.3 Any warehouse lending facilities, revolving credit facilities, repurchase agreements, or other financing arrangements used to fund loan originations, together with all related security agreements, pledge agreements, and guarantees.
6.4.4 Any loan purchase or repurchase obligations, representation and warranty agreements, or indemnification agreements related to loan sales or securitizations.
6.5 Joint Ventures and Strategic Partnerships
6.5.1 Any joint venture agreements, strategic alliance agreements, co-branding agreements, or other similar partnership arrangements to which the Company is a party.
6.5.2 Any partnership, referral, or program agreements with financial institutions, banks, credit unions, or other lenders, other than the Ridgeline Community Bank program agreement addressed in Section 6.1.
6.5.3 Any marketing or distribution partnerships with insurance companies, wealth management firms, or other financial services providers.
6.6 Agreements with Affiliates and Related Parties
6.6.1 Copies of all agreements, arrangements, and transactions between the Company and any of its directors, officers, stockholders (holding 5% or more of the Company's equity), or their respective affiliates, family members, or related entities.
6.6.2 A complete disclosure of all related-party transactions occurring during the last three fiscal years, including the identity of the related party, the nature of the transaction, the dollar amount or value of the transaction, and the terms on which the transaction was conducted.
6.6.3 Any board or committee approvals of related-party transactions.
6.7 Change-of-Control Provisions in Contracts
6.7.1 Identification and detailed summary of all material contracts, agreements, licenses, permits, or other arrangements containing change-of-control provisions, consent requirements, anti-assignment provisions, or termination rights that would be triggered by the consummation of the Proposed Transaction, including:
(a) The specific contractual provision triggered;
(b) The nature of the required consent, approval, or notification;
(c) The counterparty from whom consent must be obtained;
(d) The timeline for obtaining such consent (pre-closing vs. post-closing); and
(e) The consequences of failing to obtain such consent (e.g., termination right, automatic termination, acceleration, modification of terms).
6.7.2 A status update regarding any consents that have been requested or obtained as of the date of production, and a proposed timeline for obtaining all remaining consents.
6.8 Non-Competition and Exclusivity Agreements
6.8.1 Identification and copies of any non-competition, non-solicitation, exclusivity, most-favored-nation, or similar restrictive provisions contained in any material contract, agreement, or arrangement to which the Company is a party, whether as the beneficiary or the restricted party.
6.8.2 Any restrictions on the Company's ability to operate in specific markets, geographies, or product lines, whether arising under contract or otherwise.
CATEGORY 7: LITIGATION AND DISPUTES
7.1 Pending Litigation
7.1.1 A detailed description of all pending lawsuits, arbitrations, administrative proceedings, and other disputes involving the Company, whether as plaintiff, defendant, cross-claimant, counter-claimant, third-party defendant, intervenor, or in any other capacity, including for each matter the case caption, court or tribunal, case or docket number, date filed, parties, nature of the claims asserted, relief sought (including any monetary amounts demanded), and current status.
7.1.2 Copies of complaints, petitions, answers, counterclaims, cross-claims, motions for summary judgment, and other material pleadings filed in each pending matter.
7.1.3 Any status updates, scheduling orders, or trial dates set in pending matters.
7.1.4 A description of any settlement discussions, mediation proceedings, or other alternative dispute resolution efforts in pending matters, including any pending settlement offers.
7.2 Threatened Litigation
7.2.1 A description of all threatened claims, demand letters, cease-and-desist letters, pre-litigation communications, and other written assertions of claims received by the Company within the last three (3) years.
7.2.2 Copies of all litigation hold notices, document preservation notices, or similar communications issued by or on behalf of the Company at any time, whether in connection with pending, threatened, or anticipated litigation.
7.2.3 A description of any matters for which the Company has reserved or accrued amounts in its financial statements as contingent liabilities.
7.3 Regulatory Proceedings
7.3.1 A description of all pending or threatened regulatory enforcement actions, investigations, inquiries, or proceedings involving the Company, including matters referred to in Category 3 (Regulatory and Licensing) above.
7.3.2 Copies of all subpoenas, civil investigative demands, requests for information, and other compulsory process received by the Company from any regulatory or governmental authority.
7.3.3 Any correspondence with regulatory authorities regarding the initiation, conduct, or resolution of enforcement actions or investigations.
7.4 Historical Litigation
7.4.1 A summary of all litigation, arbitration, regulatory proceedings, and other disputes involving the Company that have been resolved, settled, dismissed, or otherwise concluded within the last five (5) years, including for each matter the case caption, nature of the claims, the resolution or outcome, and any settlement amounts paid or received.
7.4.2 Copies of any settlement agreements, releases, or other disposition documents for matters resolved within the last five years.
7.5 Judgments, Orders, and Decrees
7.5.1 Copies of all outstanding judgments, injunctions, consent decrees, court orders, settlement agreements, or similar directives that impose ongoing obligations, restrictions, or conditions on the Company or any of its officers, directors, or employees.
7.5.2 A description of the Company's compliance with the terms of any outstanding judgments, orders, or decrees identified in response to Request 7.5.1.
CATEGORY 8: TAX
8.1 Federal Tax Returns
8.1.1 Federal income tax returns (IRS Form 1120 or other applicable form) for FY2022, FY2023, FY2024, and FY2025 (if filed as of the date of production), together with all schedules, attachments, statements, and supporting workpapers. The Company's Employer Identification Number is 83-2649107.
8.1.2 Any extension filings (IRS Form 7004) submitted for any of the above tax years.
8.1.3 Copies of all estimated tax payment records for the above tax years.
8.1.4 Any amended federal income tax returns filed by the Company.
8.2 State and Local Tax Returns
8.2.1 State income, franchise, and gross receipts tax returns for all applicable ju