1045-00005 · Client 1045 · Engagement

engagement-letter-brb-tessera.docx DOCUMENT Finance & Banking

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CALDERWOOD & HARKNESS LLP Attorneys at Law

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

Telephone: (212) 554-7000 Facsimile: (212) 554-7001 www.calderwoodharkness.com

January 22, 2026

VIA ELECTRONIC MAIL AND HAND DELIVERY

Catherine A. Royce General Counsel & Corporate Secretary Belmont Ridge Bank NA 600 Lexington Avenue, 34th Floor New York, New York 10022

Re: Engagement of Calderwood & Harkness LLP — Prospective Acquisition of Tessera Lending, Inc. by Belmont Ridge Bank NA Matter No.: 1045-00005

Dear Ms. Royce:

We appreciate the confidence that Belmont Ridge Bank NA has placed in Calderwood & Harkness LLP, and we look forward to working with you and your team on the matter described herein. This letter sets forth the terms and conditions upon which we have agreed to undertake this engagement.

1. Purpose and Engagement

Calderwood & Harkness LLP ("C&H," the "Firm," or "we") is pleased to confirm its engagement as outside legal counsel to Belmont Ridge Bank NA ("BRB," the "Client," or "Belmont Ridge"), a national banking association chartered under federal law (OCC Charter No. 24-00781), in connection with BRB's prospective acquisition (the "Transaction") of Tessera Lending, Inc., a Delaware corporation ("Tessera" or the "Target"; Delaware file number 6847312).

The Transaction is currently contemplated as a reverse triangular merger under the Delaware General Corporation Law (Title 8, Chapter 1 of the Delaware Code, as amended, the "DGCL"), pursuant to which a newly formed, wholly owned Delaware subsidiary of BRB ("Acquisition Sub") would merge with and into Tessera, with Tessera surviving the merger as a wholly owned subsidiary of BRB. The aggregate deal value of the Transaction is approximately Forty-Eight Million Dollars ($48,000,000) in all-cash merger consideration (the "Merger Consideration"), payable at the closing of the Transaction to the stockholders and equityholders of Tessera in accordance with the terms and conditions to be set forth in the definitive merger agreement.

The parties acknowledge that the Transaction remains at the prospective stage as of the date of this letter. No binding agreement has been executed between BRB and Tessera or any of its stockholders, and neither party has any binding obligation to consummate the Transaction. Preliminary discussions between the parties have been conducted, and a term sheet reflecting the principal economic and structural terms of the Transaction has been discussed but has not been executed in binding form. The Firm's engagement shall commence as of the date of the Client's countersignature of this letter and shall continue until the earlier of (a) the closing of the Transaction, (b) the termination of the Transaction, or (c) the termination of this engagement in accordance with Section 10 below.

This letter sets forth the terms and conditions of the Firm's engagement, including the scope of services to be provided, the fees and billing arrangements, the identification of the client, and other matters related to the Firm's representation of BRB.

2. Scope of Services

C&H's representation of BRB will encompass the legal services described below in connection with the Transaction. The scope of services may be expanded or modified from time to time by mutual written agreement of the parties.

2.1 Transaction Structuring Advice

The Firm will provide advice and counsel regarding the overall structure of the Transaction, including the following:

(a) Analysis and recommendation regarding the transaction structure, including the advantages, disadvantages, and legal implications of the reverse triangular merger structure under the DGCL. This analysis will address, among other things, the statutory requirements for the merger under DGCL Sections 251, 252, and 253, the treatment of stockholder approval requirements, and the mechanics of consummation.

(b) Evaluation of alternative transaction structures, including a forward merger (in which Tessera would merge with and into Acquisition Sub or BRB), a stock purchase transaction, and an asset purchase transaction, together with a comparative analysis of the principal legal, regulatory, tax, and operational considerations associated with each alternative structure and the basis for the Firm's recommendation of the preferred structure.

(c) Advice on stockholder approval mechanics. Given the anticipated ownership concentration of Tessera's outstanding capital stock, it is currently expected that the required stockholder approval may be obtained by written consent of the stockholders holding a majority of the outstanding shares in lieu of a meeting, in accordance with DGCL Section 228. The Firm will advise on the procedural requirements for such a written consent, including the notice and information requirements applicable to stockholders who do not execute the written consent.

(d) Structuring of indemnification and escrow arrangements in connection with the Transaction. As currently contemplated, a general indemnification escrow in the amount of Four Million Eight Hundred Thousand Dollars ($4,800,000), representing ten percent (10%) of the Merger Consideration, will be deposited at closing with Caravel Trust Company, N.A. (the "Escrow Agent") and held for a period of eighteen (18) months following the closing date to secure the indemnification obligations of the Tessera stockholders under the definitive merger agreement. The Firm will advise on the structuring, drafting, and negotiation of the escrow arrangement, including the terms of the escrow agreement, the conditions and procedures for release of funds, and the resolution of claims against the escrow.

(e) Advice on buyer-side representations and warranties insurance ("RWI"), including coordination with Meridian Indemnity Group, Inc. regarding a contemplated RWI policy. The contemplated policy is expected to have a coverage limit of Nine Million Six Hundred Thousand Dollars ($9,600,000), representing twenty percent (20%) of the aggregate deal value, and a retention (self-insured amount) of Nine Hundred Sixty Thousand Dollars ($960,000), representing two percent (2%) of the aggregate deal value. The Firm will assist BRB in reviewing and negotiating the terms of the RWI policy, including the coverage terms, exclusions, and the interplay between the RWI policy and the indemnification provisions of the definitive merger agreement.

2.2 Drafting and Negotiation of Transaction Documents

The Firm will prepare and negotiate the definitive transaction documents and ancillary agreements, including the following:

(a) Preparation of the Agreement and Plan of Merger (the "Merger Agreement") between BRB, Acquisition Sub, and Tessera, together with all exhibits, schedules, and disclosure schedules thereto.

(b) Negotiation of the definitive Merger Agreement and all ancillary transaction documents with Target's outside legal counsel, Kessler, Aldrich & Voss LLP, based in Austin, Texas. The Firm will serve as lead negotiator on behalf of BRB in all legal negotiations and will coordinate closely with the Client's management team and financial advisor in connection with the negotiation of economic terms and business points.

(c) Preparation and negotiation of the mutual non-disclosure agreement between BRB and Tessera (reference NDA-BRB-TLI-2026-001), to the extent not already executed, or review and analysis of the executed non-disclosure agreement to confirm its adequacy for the Transaction.

(d) Preparation and negotiation of the escrow agreement between BRB, the stockholder representative, and the Escrow Agent, governing the establishment, administration, and release of the indemnification escrow fund.

(e) Preparation and negotiation of stockholder support agreements, pursuant to which the principal stockholders of Tessera (including, as applicable, Pinnacle Ventures Fund III, LP; Broadleaf Growth Capital, LLC; and the individual founders) will agree to vote in favor of or execute written consents approving the Transaction and to comply with certain restrictive covenants pending the closing.

(f) Preparation of all necessary formation documents for BRB Acquisition Sub, Inc., the wholly owned Delaware subsidiary of BRB to be formed for purposes of effecting the reverse triangular merger, including the certificate of incorporation, bylaws, organizational board resolutions, and any related corporate governance documents.

(g) Preparation of such other ancillary documents as may be necessary or appropriate in connection with the Transaction, including officer's certificates, closing certificates, payoff letters, and other customary closing deliverables.

2.3 Regulatory Analysis and Filings

The Firm will analyze the regulatory approval requirements applicable to the Transaction and will assist BRB in the preparation and filing of all required regulatory applications, notices, and filings, including the following:

(a) Analysis of the requirements for prior approval from the Office of the Comptroller of the Currency ("OCC") in connection with BRB's acquisition of Tessera. Because Tessera is a non-bank entity engaged in consumer lending activities, the acquisition may require prior written approval or non-objection from the OCC under applicable provisions of the National Bank Act and the OCC's regulations, including 12 C.F.R. Part 5. The Firm will prepare and file the necessary application or notice with the OCC and will manage the regulatory review process, including responding to information requests and coordinating with OCC examiners.

(b) Analysis of whether notification to the Federal Deposit Insurance Corporation ("FDIC") is required in connection with the Transaction, and preparation and submission of any such notification if required.

(c) Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended ("HSR Act"), threshold analysis. Based on the current aggregate deal value of approximately $48,000,000 and the 2026 size-of-transaction reporting threshold of $119.5 million, it is anticipated that no pre-merger notification filing under the HSR Act will be required. The Firm will confirm this analysis and monitor for any changes to the applicable thresholds or exemptions.

(d) Analysis of state lending-license change-of-control filing requirements. Tessera currently holds consumer lending, mortgage lending, or similar licenses in multiple jurisdictions. The Transaction may trigger change-of-control notice, approval, or other filing requirements in up to forty-two (42) states and the District of Columbia. The Firm will identify all applicable state filing requirements, prepare and submit the required filings, and manage the state regulatory approval process. To the extent that specialized local counsel is required in certain jurisdictions, the Firm will coordinate with such local counsel on behalf of the Client.

(e) Analysis of the supervisory jurisdiction implications of the Transaction for the Consumer Financial Protection Bureau ("CFPB"). Following the closing, the combined entity's consumer lending activities may subject BRB and its subsidiaries to enhanced CFPB supervisory jurisdiction. The Firm will analyze the applicable CFPB supervisory thresholds and the potential implications for BRB's compliance infrastructure and reporting obligations.

(f) Assessment of Tessera's existing bank-partnership arrangement with Ridgeline Community Bank, including the program agreement between Tessera and Ridgeline Community Bank (reference number TLI-RCB-2020-001). The Firm will analyze whether the Transaction triggers any consent, notice, assignment, or other requirements under the program agreement or any related agreements, and whether any regulatory approvals or notifications are required in connection with the continuation, modification, or termination of the bank-partnership arrangement following the closing.

2.4 Tax Structuring

The Firm will provide legal advice regarding the federal, state, and local income tax implications of the Transaction, including the following:

(a) Federal income tax analysis of the reverse triangular merger structure, including the treatment of all-cash consideration paid to the Tessera stockholders. Because the Transaction is structured as an all-cash acquisition with no continuity of interest, the merger will be treated as a taxable transaction for federal income tax purposes. The Firm will analyze the tax consequences to BRB and Acquisition Sub, including the availability and advisability of a Section 338(h)(10) election under the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury Regulations thereunder, and will advise on the relative advantages and costs of such an election.

(b) Analysis of the tax treatment of Tessera employee stock options and restricted stock units ("RSUs") in connection with the Transaction, including compliance with Sections 409A and 83 of the Code. The Firm will advise on the structuring of the cancellation, cash-out, or assumption of outstanding equity awards to avoid adverse tax consequences to the holders and to BRB, including the potential imposition of excise taxes under Section 4999 of the Code in the event of any "excess parachute payments" within the meaning of Section 280G of the Code.

(c) Analysis of state and local income tax implications of the Transaction for BRB, Tessera, and the combined entity, including any change-of-apportionment effects, transfer taxes, and other state and local tax consequences.

(d) Advice on intercompany tax-sharing arrangements between BRB and Tessera following the closing, including the allocation of pre-closing and post-closing tax liabilities and the establishment of a tax-sharing or tax-indemnification agreement.

2.5 Due Diligence Coordination

The Firm will coordinate and manage the legal due diligence process in connection with the Transaction, including the following:

(a) Preparation and delivery to Tessera and its counsel of comprehensive due diligence request lists covering all material areas of legal inquiry, including corporate organization and good standing, capitalization, material contracts, regulatory licenses and permits, intellectual property, litigation and proceedings, employment matters, real property, insurance, environmental compliance, tax matters, and other relevant areas.

(b) Review and analysis of the documents, data, and information produced by Tessera in the virtual data room or otherwise provided in response to the Firm's due diligence requests. The Firm will review Tessera's material contracts, regulatory licenses, corporate records, intellectual property portfolio, pending and threatened litigation, employment agreements and benefit plans, and other due diligence items, with a focus on identifying material risks, liabilities, and issues relevant to the Transaction.

(c) Preparation of due diligence summary memoranda for the Client's review, including an executive summary of key findings, a detailed analysis of identified issues and risks, and recommendations regarding appropriate risk-mitigation measures, including representations and warranties, indemnification provisions, pre-closing covenants, closing conditions, and other contractual protections in the Merger Agreement.

(d) Coordination with other members of BRB's advisory team, including BRB's financial advisor (Hargrove Mercer & Co.) and independent auditor (Graystone & Albright LLP), in connection with the due diligence process, to the extent requested by the Client.

2.6 Limitations on Scope

The following matters are expressly excluded from the scope of this engagement:

(a) Litigation. This engagement does not include representation of BRB in any litigation, arbitration, administrative proceeding, or other dispute arising out of or relating to the Transaction, including any stockholder appraisal proceedings under DGCL Section 262, any challenge to the Transaction by any party, or any post-closing indemnification disputes. If such matters arise, the Firm may agree to represent BRB in such proceedings pursuant to a separate engagement letter with terms to be agreed upon at that time.

(b) Financial and Investment Advisory Services. This engagement does not encompass financial advisory, investment banking, valuation, or related services. The Client has separately retained Hargrove Mercer & Co. as its financial advisor in connection with the Transaction, and the Firm expresses no opinion on the financial terms or commercial fairness of the Transaction.

(c) Audit and Accounting Services. This engagement does not include audit, accounting, or financial reporting services. The Client's independent auditor is Graystone & Albright LLP, and the Firm defers to that firm and to BRB's internal finance and accounting personnel with respect to all accounting and financial reporting matters.

(d) Business Judgment. C&H does not opine on the business or commercial judgment of BRB's board of directors or management regarding the merits of the Transaction or the advisability of proceeding with the acquisition. The decision to pursue, negotiate, execute, and consummate the Transaction is solely within the business judgment of BRB's management and board of directors, and the Firm's role is limited to providing legal advice and counsel to assist the Client in making informed decisions.

3. Engagement Team

The following C&H attorneys will serve as the core members of the engagement team for this matter:

Additional attorneys, including specialists in regulatory affairs, intellectual property, employment law, real estate, environmental, data privacy, or other practice areas, may be assigned to the matter from time to time as needed to address specific issues arising in the course of the engagement. The Firm will provide the Client with prior notice of any such additional assignments and will identify the billing rates of any newly assigned attorneys or professionals at that time.

Beatrice Holloway will serve as the primary client contact and will have overall supervisory responsibility for the engagement. Ms. Holloway will be responsible for ensuring the quality and timeliness of the Firm's work product, coordinating among the various practice areas and team members involved in the matter, and serving as the principal point of communication between the Firm and the Client's management team. All significant strategic decisions regarding the legal aspects of the engagement will be made under Ms. Holloway's direction.

James Prentice will serve as the billing partner for the engagement. Mr. Prentice will be responsible for fee estimates, the preparation and review of invoices, and all billing administration matters. Any questions or concerns regarding fees, invoicing, or billing should be directed to Mr. Prentice.

4. Fees and Billing Arrangements

4.1 Hourly Rates

The Firm will bill for its professional services on an hourly basis at the following standard rates, which are current as of the date of this letter:

• Partners: $1,350 per hour

• Senior Associates: $925 per hour

• Associates: $750 per hour

The foregoing rates are subject to annual adjustment, which is typically effective as of January 1 of each calendar year; provided, however, that the current rates set forth above shall apply for the duration of this engagement unless otherwise agreed in writing between the Firm and the Client. In the event the engagement continues beyond January 1, 2027, the Firm will discuss any proposed rate adjustments with the Client in advance.

Paralegals, legal assistants, and other non-attorney professionals may also be utilized in connection with the engagement. The billing rates for such professionals will be communicated to the Client upon their assignment to the matter. As of the date of this letter, paralegal rates range from $350 to $475 per hour, depending on experience and seniority.

Time is recorded and billed in increments of one-tenth (0.1) of an hour (six-minute increments). All time entries will include a brief narrative description of the services rendered.

4.2 Fee Estimates

Based on the Firm's understanding of the Transaction as currently contemplated, and subject to the assumptions and caveats described below, the Firm estimates its legal fees as follows:

(a) Initial Structuring Phase (from commencement of the engagement through circulation of the preliminary draft Merger Agreement to Target's counsel): $125,000 to $175,000.

(b) Full Transaction (from commencement of the engagement through the closing of the Transaction, assuming the Transaction proceeds to a definitive agreement and closes): $650,000 to $850,000.

These estimates are provided solely for budgeting purposes and should not be construed as fee caps, maximum fees, or fixed fees. Actual fees will depend on a number of factors, many of which are not within the Firm's control, including the scope and complexity of the work required, the extent and duration of negotiations with Target's counsel and the Target's stockholders, the nature and complexity of any regulatory proceedings or approvals, the volume and condition of due diligence materials, any unforeseen legal issues arising during the course of the engagement, and the responsiveness and cooperation of third parties involved in the Transaction.

The Firm will endeavor to keep the Client informed of fee developments throughout the course of the engagement. The Firm will notify the Client promptly if, at any point, it appears that the aggregate fees for the engagement are likely to materially exceed the upper end of the applicable estimate. The Firm and the Client may, at any time, discuss and agree upon revised estimates or alternative fee arrangements as circumstances warrant.

4.3 Expenses. In addition to professional fees, the Client will be responsible for reimbursement of reasonable out-of-pocket expenses incurred by the Firm in connection with the engagement. Such expenses may include, without limitation, travel expenses (including airfare, ground transportation, lodging, and meals incurred in connection with the engagement), regulatory filing fees, document production and copying costs, courier and delivery services, long-distance telephone charges, computerized legal research charges, and similar disbursements.

Third-party costs, including but not limited to regulatory filing fees (which are estimated at approximately $50,000 in the aggregate, based on currently anticipated OCC and state licensing filings), are the responsibility of the Client and are not included in the fee estimates set forth in Section 4.2 above. The Firm will seek the Client's prior approval before incurring any single third-party expense in excess of $5,000.

4.4 Billing and Payment Terms

Invoices will be rendered on a monthly basis, generally within fifteen (15) business days following the close of each calendar month. Each invoice will include reasonably detailed time entries reflecting the date, timekeeper, hours, and a narrative description of the services rendered, together with an itemization of expenses incurred during the billing period.

All invoices are due and payable within thirty (30) days of receipt. The Client should reference Matter No. 1045-00005 on all correspondence and payments to ensure proper crediting. Payments may be made by wire transfer or check to the account or address specified on the Firm's invoices.

Invoices will be directed to Catherine A. Royce, General Counsel & Corporate Secretary, Belmont Ridge Bank NA, at the address set forth above, unless the Client directs the Firm in writing to send invoices to a different address or recipient.

In the event of any dispute regarding a particular invoice, the Client shall notify the Firm in writing within thirty (30) days of receipt of the invoice, specifying the nature of the dispute. The undisputed portion of any invoice shall remain due and payable within the original thirty-day period. The Firm and the Client shall use reasonable efforts to resolve any billing dispute promptly and in good faith.

5. Client Identification and Authorization

The Client in this engagement is Belmont Ridge Bank NA, and only Belmont Ridge Bank NA. The Firm does not represent, and shall not be deemed to have an attorney-client relationship with, any director, officer, employee, shareholder, or affiliate of BRB in their individual capacities, nor with any parent company, subsidiary, or affiliated entity of BRB, nor with any other party to the Transaction (including, without limitation, Tessera, any stockholder of Tessera, or any financial advisor, accountant, or other service provider engaged by BRB or Tessera in connection with the Transaction), unless such representation is separately agreed upon in writing.

With respect to authorization, the Client represents that BRB's board of directors has authorized management to pursue the prospective acquisition of Tessera, subject to the board's subsequent review and approval of the final definitive terms of the Transaction. The Firm is entitled to rely on the instructions and authorizations of the Client's designated contacts identified below in connection with the day-to-day conduct of the engagement.

The Client's primary contacts for the engagement shall be:

(a) Catherine A. Royce, General Counsel & Corporate Secretary, who will serve as the principal legal contact and will be responsible for coordinating the Firm's work with BRB's internal legal department and management team.

(b) Derek S. Whitmore, Chief Financial Officer, who will be available to address financial, accounting, and business-related matters arising in the course of the engagement.

(c) Marcus J. Linden, Chief Executive Officer, who will be consulted as appropriate on strategic and policy-level matters and who will serve as the ultimate decision-maker on behalf of BRB's management with respect to the Transaction, subject to the oversight and approval of BRB's board of directors.

The Firm may communicate with and take instruction from each of these individuals in connection with the engagement, and each shall be authorized to provide direction to the Firm on behalf of the Client with respect to matters within their respective areas of responsibility.

6. Conflicts of Interest and Waiver

The Firm has conducted a thorough conflicts check based on the information currently available to us, including the identities of the parties, their affiliates, and their known principals and advisors. Based on the results of this conflicts check, the Firm has identified no conflicts of interest that would preclude this engagement under the applicable Rules of Professional Conduct.

The Firm maintains a comprehensive conflicts-checking system and follows internal procedures designed to identify potential conflicts of interest before the commencement of any new engagement. We have searched our database against the names of BRB, Tessera, the known stockholders of Tessera, and the other parties and advisors identified by the Client, and have confirmed that no existing engagement or relationship gives rise to a conflict requiring disclosure, consent, or waiver at this time.

The Client acknowledges that C&H is a large, full-service law firm that represents a wide range of clients across numerous industries and practice areas, including financial institutions, fintech companies, private equity and venture capital firms, and other participants in the financial services sector. From time to time, C&H may represent clients whose business activities or interests may be generally competitive with those of BRB or Tessera, but in matters wholly unrelated to this Transaction.

By executing this engagement letter, the Client waives any objection to the Firm's continued representation of other clients in matters unrelated to the Transaction, including matters that may involve parties active in the same industry or market as BRB or Tessera, provided, however, that the Firm shall not undertake any representation that is directly adverse to BRB or Tessera in connection with this Transaction without the prior written consent of the Client.

For the avoidance of doubt, the Firm specifically confirms that it does not currently represent, and has not recently represented, any of the following persons or entities in any matter:

(a) Tessera Lending, Inc.;

(b) Pinnacle Ventures Fund III, LP;

(d) Vikram S. Narayan (individually);

(e) Elena M. Castillo (individually);

(f) Ridgeline Community Bank;

(g) Kessler, Aldrich & Voss LLP;

(h) Ashford Keane Partners LLC; or

(i) Any other known counterparty, advisor, or principal involved in the Transaction.

If at any time during the course of this engagement the Firm identifies a potential conflict of interest, whether arising from a new engagement, a change in the parties involved in the Transaction, or otherwise, the Firm will promptly notify the Client and discuss appropriate steps to address the conflict, which may include obtaining an informed written consent or waiver, implementing ethical screens, or, if necessary, withdrawing from the engagement or the conflicting matter.

7. Confidentiality

The Firm will maintain the confidentiality of all information received from the Client in connection with this engagement, in strict accordance with the applicable Rules of Professional Conduct, the attorney-client privilege, and the work-product doctrine. The Firm's obligations of confidentiality extend to all information relating to the representation, regardless of the source or medium of such information, including oral communications, written documents, electronic files, and any other form of information.

Notwithstanding the foregoing, the Firm may disclose confidential information in the following limited circumstances:

(a) As required by applicable law, regulation, court order, or governmental or regulatory authority, provided that the Firm shall, to the extent permitted by law, provide the Client with prompt written notice of any such requirement prior to disclosure and shall cooperate with the Client in seeking a protective order or other appropriate remedy to limit the scope of such disclosure;

(b) To the Firm's professional liability insurer or its counsel in connection with a malpractice claim or potential claim, to the extent necessary for the Firm to obtain coverage or defend against such claim; and

The Client acknowledges that the work product generated by the Firm in connection with the Transaction, including structuring memoranda, draft agreements, legal analyses, correspondence, internal memoranda, and other materials prepared by the Firm (collectively, "Work Product"), is privileged and confidential. The Client should take appropriate measures to preserve the privileged and confidential nature of such Work Product, including limiting its distribution to those individuals within BRB who have a need to know and marking such materials as "Privileged and Confidential — Attorney-Client Communication" or "Attorney Work Product" as appropriate.

8. Limitation of Liability

The Firm's aggregate liability to the Client for any and all claims, losses, damages, costs, and expenses of any kind or nature arising out of or relating to this engagement, whether based in contract, tort, statute, or any other theory of liability, shall not exceed the total amount of professional fees actually paid by the Client to the Firm in connection with the specific matter giving rise to the claim.

Without limiting the generality of the foregoing, in no event shall the Firm be liable to the Client for any consequential, incidental, indirect, special, exemplary, or punitive damages of any kind, including but not limited to lost profits, lost revenue, lost business opportunities, diminution in value, or any similar damages, regardless of whether such damages were foreseeable or whether the Firm was advised of the possibility of such damages.

The limitations set forth in this Section 8 shall not apply to losses, damages, or liabilities resulting directly from the Firm's willful misconduct or fraud.

The Client acknowledges that it has had the opportunity to review the terms of this Section 8, to consider their implications, and to seek independent legal advice regarding the limitation of liability and the waiver of consequential and other damages set forth herein. By executing this engagement letter, the Client confirms that it has accepted these limitations knowingly and voluntarily.

9. Document Retention

Upon the conclusion of the engagement, whether by reason of closing, termination, or otherwise, the Firm will retain the Client's files and documents in accordance with its standard document retention policy. Under the Firm's current policy, client files are retained for a minimum period of seven (7) years from the date of the conclusion of the engagement. During this retention period, the files will be maintained in a secure manner consistent with the Firm's confidentiality obligations.

Following the expiration of the applicable retention period, the Firm may destroy or dispose of the client files, including both paper and electronic files, without further notice to or consent from the Client. The Firm's destruction of files following the retention period shall not give rise to any liability to the Client.

The Client may request the return of original documents at any time during the course of the engagement or during the retention period. Such requests should be directed to the billing partner, James Prentice. The Firm will comply with such requests within a reasonable time, subject to the Firm's right to retain copies of all returned materials for its own records and for compliance with applicable professional and regulatory obligations.

10. Termination

Either party may terminate this engagement at any time, with or without cause, upon thirty (30) days' prior written notice to the other party. Termination by the Client shall be effective upon the Firm's receipt of written notice, subject to the thirty-day notice period. Termination by the Firm shall be effective upon the Client's receipt of written notice, subject to the thirty-day notice period and to the Firm's obligations under the applicable Rules of Professional Conduct regarding withdrawal from representation.

Upon termination of the engagement, the Client shall remain responsible for the payment of all fees for services rendered and all expenses incurred through the effective date of termination, in accordance with the billing and payment terms set forth in Section 4 above.

In the event of termination, the Firm shall take reasonable steps to protect the Client's interests during the notice period and the transition to any successor counsel, including the orderly transfer of files, documents, and work product. If requested by the Client, the Firm will cooperate with and facilitate the transition to successor counsel in a timely manner.

Termination of the engagement shall not affect the provisions of this letter relating to confidentiality (Section 7), limitation of liability (Section 8), document retention (Section 9), or conflicts of interest (Section 6), each of which shall survive the termination of the engagement.

11. Governing Law and Dispute Resolution

This engagement letter and the relationship between the Firm and the Client shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-laws rules or provisions that would cause the application of the laws of any other jurisdiction.

Any dispute, claim, or controversy arising out of or relating to this engagement letter, the Firm's representation of the Client, or any services provided hereunder, including any dispute regarding the validity, interpretation, or enforceability of this provision, shall be resolved by binding arbitration administered in New York, New York, under the Commercial Arbitration Rules of a nationally recognized arbitration organization mutually agreed upon by the parties. The arbitration shall be conducted before a single arbitrator who shall be an attorney experienced in legal malpractice or professional responsibility matters. The arbitrator's decision shall be final and binding, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, the parties may mutually agree in writing to resolve any dispute through litigation or other alternative dispute resolution procedures in lieu of arbitration.

Each party shall bear its own costs and expenses in connection with any arbitration proceeding, including attorneys' fees, unless the arbitrator determines that a different allocation is warranted by the circumstances.

12. Miscellaneous

This engagement letter constitutes the entire agreement between the Firm and the Client with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, negotiations, understandings, and agreements, whether oral or written, between the parties relating to the Firm's engagement in connection with the Transaction.

No amendment, modification, supplement, or waiver of any provision of this engagement letter shall be effective unless set forth in a writing signed by both parties. No failure or delay by either party in exercising any right, power, or remedy under this engagement letter shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.

If any provision of this engagement letter is held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this engagement letter shall be construed as if such invalid, illegal, or unenforceable provision had not been contained herein.

All notices, requests, demands, and other communications under this engagement letter shall be in writing and shall be deemed to have been duly given when delivered personally, sent by email with confirmation of receipt, or sent by nationally recognized overnight courier, to the addresses set forth in this letter or to such other address as a party may designate by written notice to the other party.

This engagement letter may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution and delivery of this letter by electronic means (including by PDF or electronic signature) shall have the same legal effect as execution and delivery of an original.

13. Acceptance and Execution

We are delighted to have this opportunity to serve Belmont Ridge Bank NA in connection with this important transaction. If the foregoing terms are acceptable to you, please confirm the Client's agreement by signing and returning a copy of this letter to the undersigned at your earliest convenience. This letter shall become effective and binding upon its execution by both parties.

Should you have any questions or wish to discuss any aspect of this engagement letter, please do not hesitate to contact me directly at (212) 554-7125 or bholloway@calderwoodharkness.com.

We look forward to working with you.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Beatrice Holloway Partner

Date: January 22, 2026

ACKNOWLEDGED AND AGREED:

The undersigned, on behalf of Belmont Ridge Bank NA, hereby acknowledges receipt of the foregoing engagement letter, confirms that she has read and understood its terms and conditions, and agrees to be bound thereby on behalf of the Client.

BELMONT RIDGE BANK NA

By: ________

Catherine A. Royce General Counsel & Corporate Secretary

Date: ________

cc: Marcus J. Linden, Chief Executive Officer, Belmont Ridge Bank NA Derek S. Whitmore, Chief Financial Officer, Belmont Ridge Bank NA James Prentice, Billing Partner, Calderwood & Harkness LLP

Name	Role	Rate Category
Beatrice Holloway	Responsible Partner, M&A	Partner
James Prentice	Billing Partner, M&A	Partner
Sylvia Hartwell	Specialist Partner, Tax	Partner
Andrew Fitzpatrick	Lead Associate, M&A	Senior Associate
Naomi Petersen	Working Associate, M&A	Associate

CALDERWOOD & HARKNESS LLP Attorneys at Law
1 World Financial Center, 42nd Floor New York, New York 10281
Telephone: (212) 554-7000 Facsimile: (212) 554-7001 www.calderwoodharkness.com
January 22, 2026
VIA ELECTRONIC MAIL AND HAND DELIVERY
Catherine A. Royce General Counsel & Corporate Secretary Belmont Ridge Bank NA 600 Lexington Avenue, 34th Floor New York, New York 10022
Re: Engagement of Calderwood & Harkness LLP — Prospective Acquisition of Tessera Lending, Inc. by Belmont Ridge Bank NA Matter No.: 1045-00005
Dear Ms. Royce:
We appreciate the confidence that Belmont Ridge Bank NA has placed in Calderwood & Harkness LLP, and we look forward to working with you and your team on the matter described herein. This letter sets forth the terms and conditions upon which we have agreed to undertake this engagement.
1. Purpose and Engagement
Calderwood & Harkness LLP ("C&H," the "Firm," or "we") is pleased to confirm its engagement as outside legal counsel to Belmont Ridge Bank NA ("BRB," the "Client," or "Belmont Ridge"), a national banking association chartered under federal law (OCC Charter No. 24-00781), in connection with BRB's prospective acquisition (the "Transaction") of Tessera Lending, Inc., a Delaware corporation ("Tessera" or the "Target"; Delaware file number 6847312).
The Transaction is currently contemplated as a reverse triangular merger under the Delaware General Corporation Law (Title 8, Chapter 1 of the Delaware Code, as amended, the "DGCL"), pursuant to which a newly formed, wholly owned Delaware subsidiary of BRB ("Acquisition Sub") would merge with and into Tessera, with Tessera surviving the merger as a wholly owned subsidiary of BRB. The aggregate deal value of the Transaction is approximately Forty-Eight Million Dollars ($48,000,000) in all-cash merger consideration (the "Merger Consideration"), payable at the closing of the Transaction to the stockholders and equityholders of Tessera in accordance with the terms and conditions to be set forth in the definitive merger agreement.
The parties acknowledge that the Transaction remains at the prospective stage as of the date of this letter. No binding agreement has been executed between BRB and Tessera or any of its stockholders, and neither party has any binding obligation to consummate the Transaction. Preliminary discussions between the parties have been conducted, and a term sheet reflecting the principal economic and structural terms of the Transaction has been discussed but has not been executed in binding form. The Firm's engagement shall commence as of the date of the Client's countersignature of this letter and shall continue until the earlier of (a) the closing of the Transaction, (b) the termination of the Transaction, or (c) the termination of this engagement in accordance with Section 10 below.
This letter sets forth the terms and conditions of the Firm's engagement, including the scope of services to be provided, the fees and billing arrangements, the identification of the client, and other matters related to the Firm's representation of BRB.
2. Scope of Services
C&H's representation of BRB will encompass the legal services described below in connection with the Transaction. The scope of services may be expanded or modified from time to time by mutual written agreement of the parties.
2.1 Transaction Structuring Advice
The Firm will provide advice and counsel regarding the overall structure of the Transaction, including the following:
(a) Analysis and recommendation regarding the transaction structure, including the advantages, disadvantages, and legal implications of the reverse triangular merger structure under the DGCL. This analysis will address, among other things, the statutory requirements for the merger under DGCL Sections 251, 252, and 253, the treatment of stockholder approval requirements, and the mechanics of consummation.
(b) Evaluation of alternative transaction structures, including a forward merger (in which Tessera would merge with and into Acquisition Sub or BRB), a stock purchase transaction, and an asset purchase transaction, together with a comparative analysis of the principal legal, regulatory, tax, and operational considerations associated with each alternative structure and the basis for the Firm's recommendation of the preferred structure.
(c) Advice on stockholder approval mechanics. Given the anticipated ownership concentration of Tessera's outstanding capital stock, it is currently expected that the required stockholder approval may be obtained by written consent of the stockholders holding a majority of the outstanding shares in lieu of a meeting, in accordance with DGCL Section 228. The Firm will advise on the procedural requirements for such a written consent, including the notice and information requirements applicable to stockholders who do not execute the written consent.
(d) Structuring of indemnification and escrow arrangements in connection with the Transaction. As currently contemplated, a general indemnification escrow in the amount of Four Million Eight Hundred Thousand Dollars ($4,800,000), representing ten percent (10%) of the Merger Consideration, will be deposited at closing with Caravel Trust Company, N.A. (the "Escrow Agent") and held for a period of eighteen (18) months following the closing date to secure the indemnification obligations of the Tessera stockholders under the definitive merger agreement. The Firm will advise on the structuring, drafting, and negotiation of the escrow arrangement, including the terms of the escrow agreement, the conditions and procedures for release of funds, and the resolution of claims against the escrow.
(e) Advice on buyer-side representations and warranties insurance ("RWI"), including coordination with Meridian Indemnity Group, Inc. regarding a contemplated RWI policy. The contemplated policy is expected to have a coverage limit of Nine Million Six Hundred Thousand Dollars ($9,600,000), representing twenty percent (20%) of the aggregate deal value, and a retention (self-insured amount) of Nine Hundred Sixty Thousand Dollars ($960,000), representing two percent (2%) of the aggregate deal value. The Firm will assist BRB in reviewing and negotiating the terms of the RWI policy, including the coverage terms, exclusions, and the interplay between the RWI policy and the indemnification provisions of the definitive merger agreement.
2.2 Drafting and Negotiation of Transaction Documents
The Firm will prepare and negotiate the definitive transaction documents and ancillary agreements, including the following:
(a) Preparation of the Agreement and Plan of Merger (the "Merger Agreement") between BRB, Acquisition Sub, and Tessera, together with all exhibits, schedules, and disclosure schedules thereto.
(b) Negotiation of the definitive Merger Agreement and all ancillary transaction documents with Target's outside legal counsel, Kessler, Aldrich & Voss LLP, based in Austin, Texas. The Firm will serve as lead negotiator on behalf of BRB in all legal negotiations and will coordinate closely with the Client's management team and financial advisor in connection with the negotiation of economic terms and business points.
(c) Preparation and negotiation of the mutual non-disclosure agreement between BRB and Tessera (reference NDA-BRB-TLI-2026-001), to the extent not already executed, or review and analysis of the executed non-disclosure agreement to confirm its adequacy for the Transaction.
(d) Preparation and negotiation of the escrow agreement between BRB, the stockholder representative, and the Escrow Agent, governing the establishment, administration, and release of the indemnification escrow fund.
(e) Preparation and negotiation of stockholder support agreements, pursuant to which the principal stockholders of Tessera (including, as applicable, Pinnacle Ventures Fund III, LP; Broadleaf Growth Capital, LLC; and the individual founders) will agree to vote in favor of or execute written consents approving the Transaction and to comply with certain restrictive covenants pending the closing.
(f) Preparation of all necessary formation documents for BRB Acquisition Sub, Inc., the wholly owned Delaware subsidiary of BRB to be formed for purposes of effecting the reverse triangular merger, including the certificate of incorporation, bylaws, organizational board resolutions, and any related corporate governance documents.
(g) Preparation of such other ancillary documents as may be necessary or appropriate in connection with the Transaction, including officer's certificates, closing certificates, payoff letters, and other customary closing deliverables.
2.3 Regulatory Analysis and Filings
The Firm will analyze the regulatory approval requirements applicable to the Transaction and will assist BRB in the preparation and filing of all required regulatory applications, notices, and filings, including the following:
(a) Analysis of the requirements for prior approval from the Office of the Comptroller of the Currency ("OCC") in connection with BRB's acquisition of Tessera. Because Tessera is a non-bank entity engaged in consumer lending activities, the acquisition may require prior written approval or non-objection from the OCC under applicable provisions of the National Bank Act and the OCC's regulations, including 12 C.F.R. Part 5. The Firm will prepare and file the necessary application or notice with the OCC and will manage the regulatory review process, including responding to information requests and coordinating with OCC examiners.
(b) Analysis of whether notification to the Federal Deposit Insurance Corporation ("FDIC") is required in connection with the Transaction, and preparation and submission of any such notification if required.
(c) Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended ("HSR Act"), threshold analysis. Based on the current aggregate deal value of approximately $48,000,000 and the 2026 size-of-transaction reporting threshold of $119.5 million, it is anticipated that no pre-merger notification filing under the HSR Act will be required. The Firm will confirm this analysis and monitor for any changes to the applicable thresholds or exemptions.
(d) Analysis of state lending-license change-of-control filing requirements. Tessera currently holds consumer lending, mortgage lending, or similar licenses in multiple jurisdictions. The Transaction may trigger change-of-control notice, approval, or other filing requirements in up to forty-two (42) states and the District of Columbia. The Firm will identify all applicable state filing requirements, prepare and submit the required filings, and manage the state regulatory approval process. To the extent that specialized local counsel is required in certain jurisdictions, the Firm will coordinate with such local counsel on behalf of the Client.
(e) Analysis of the supervisory jurisdiction implications of the Transaction for the Consumer Financial Protection Bureau ("CFPB"). Following the closing, the combined entity's consumer lending activities may subject BRB and its subsidiaries to enhanced CFPB supervisory jurisdiction. The Firm will analyze the applicable CFPB supervisory thresholds and the potential implications for BRB's compliance infrastructure and reporting obligations.
(f) Assessment of Tessera's existing bank-partnership arrangement with Ridgeline Community Bank, including the program agreement between Tessera and Ridgeline Community Bank (reference number TLI-RCB-2020-001). The Firm will analyze whether the Transaction triggers any consent, notice, assignment, or other requirements under the program agreement or any related agreements, and whether any regulatory approvals or notifications are required in connection with the continuation, modification, or termination of the bank-partnership arrangement following the closing.
2.4 Tax Structuring
The Firm will provide legal advice regarding the federal, state, and local income tax implications of the Transaction, including the following:
(a) Federal income tax analysis of the reverse triangular merger structure, including the treatment of all-cash consideration paid to the Tessera stockholders. Because the Transaction is structured as an all-cash acquisition with no continuity of interest, the merger will be treated as a taxable transaction for federal income tax purposes. The Firm will analyze the tax consequences to BRB and Acquisition Sub, including the availability and advisability of a Section 338(h)(10) election under the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury Regulations thereunder, and will advise on the relative advantages and costs of such an election.
(b) Analysis of the tax treatment of Tessera employee stock options and restricted stock units ("RSUs") in connection with the Transaction, including compliance with Sections 409A and 83 of the Code. The Firm will advise on the structuring of the cancellation, cash-out, or assumption of outstanding equity awards to avoid adverse tax consequences to the holders and to BRB, including the potential imposition of excise taxes under Section 4999 of the Code in the event of any "excess parachute payments" within the meaning of Section 280G of the Code.
(c) Analysis of state and local income tax implications of the Transaction for BRB, Tessera, and the combined entity, including any change-of-apportionment effects, transfer taxes, and other state and local tax consequences.
(d) Advice on intercompany tax-sharing arrangements between BRB and Tessera following the closing, including the allocation of pre-closing and post-closing tax liabilities and the establishment of a tax-sharing or tax-indemnification agreement.
2.5 Due Diligence Coordination
The Firm will coordinate and manage the legal due diligence process in connection with the Transaction, including the following:
(a) Preparation and delivery to Tessera and its counsel of comprehensive due diligence request lists covering all material areas of legal inquiry, including corporate organization and good standing, capitalization, material contracts, regulatory licenses and permits, intellectual property, litigation and proceedings, employment matters, real property, insurance, environmental compliance, tax matters, and other relevant areas.
(b) Review and analysis of the documents, data, and information produced by Tessera in the virtual data room or otherwise provided in response to the Firm's due diligence requests. The Firm will review Tessera's material contracts, regulatory licenses, corporate records, intellectual property portfolio, pending and threatened litigation, employment agreements and benefit plans, and other due diligence items, with a focus on identifying material risks, liabilities, and issues relevant to the Transaction.
(c) Preparation of due diligence summary memoranda for the Client's review, including an executive summary of key findings, a detailed analysis of identified issues and risks, and recommendations regarding appropriate risk-mitigation measures, including representations and warranties, indemnification provisions, pre-closing covenants, closing conditions, and other contractual protections in the Merger Agreement.
(d) Coordination with other members of BRB's advisory team, including BRB's financial advisor (Hargrove Mercer & Co.) and independent auditor (Graystone & Albright LLP), in connection with the due diligence process, to the extent requested by the Client.
2.6 Limitations on Scope
The following matters are expressly excluded from the scope of this engagement:
(a) Litigation. This engagement does not include representation of BRB in any litigation, arbitration, administrative proceeding, or other dispute arising out of or relating to the Transaction, including any stockholder appraisal proceedings under DGCL Section 262, any challenge to the Transaction by any party, or any post-closing indemnification disputes. If such matters arise, the Firm may agree to represent BRB in such proceedings pursuant to a separate engagement letter with terms to be agreed upon at that time.
(b) Financial and Investment Advisory Services. This engagement does not encompass financial advisory, investment banking, valuation, or related services. The Client has separately retained Hargrove Mercer & Co. as its financial advisor in connection with the Transaction, and the Firm expresses no opinion on the financial terms or commercial fairness of the Transaction.
(c) Audit and Accounting Services. This engagement does not include audit, accounting, or financial reporting services. The Client's independent auditor is Graystone & Albright LLP, and the Firm defers to that firm and to BRB's internal finance and accounting personnel with respect to all accounting and financial reporting matters.
(d) Business Judgment. C&H does not opine on the business or commercial judgment of BRB's board of directors or management regarding the merits of the Transaction or the advisability of proceeding with the acquisition. The decision to pursue, negotiate, execute, and consummate the Transaction is solely within the business judgment of BRB's management and board of directors, and the Firm's role is limited to providing legal advice and counsel to assist the Client in making informed decisions.
3. Engagement Team
The following C&H attorneys will serve as the core members of the engagement team for this matter:
Additional attorneys, including specialists in regulatory affairs, intellectual property, employment law, real estate, environmental, data privacy, or other practice areas, may be assigned to the matter from time to time as needed to address specific issues arising in the course of the engagement. The Firm will provide the Client with prior notice of any such additional assignments and will identify the billing rates of any newly assigned attorneys or professionals at that time.
Beatrice Holloway will serve as the primary client contact and will have overall supervisory responsibility for the engagement. Ms. Holloway will be responsible for ensuring the quality and timeliness of the Firm's work product, coordinating among the various practice areas and team members involved in the matter, and serving as the principal point of communication between the Firm and the Client's management team. All significant strategic decisions regarding the legal aspects of the engagement will be made under Ms. Holloway's direction.
James Prentice will serve as the billing partner for the engagement. Mr. Prentice will be responsible for fee estimates, the preparation and review of invoices, and all billing administration matters. Any questions or concerns regarding fees, invoicing, or billing should be directed to Mr. Prentice.
4. Fees and Billing Arrangements
4.1 Hourly Rates
The Firm will bill for its professional services on an hourly basis at the following standard rates, which are current as of the date of this letter:
•  Partners: $1,350 per hour
•  Senior Associates: $925 per hour
•  Associates: $750 per hour
The foregoing rates are subject to annual adjustment, which is typically effective as of January 1 of each calendar year; provided, however, that the current rates set forth above shall apply for the duration of this engagement unless otherwise agreed in writing between the Firm and the Client. In the event the engagement continues beyond January 1, 2027, the Firm will discuss any proposed rate adjustments with the Client in advance.
Paralegals, legal assistants, and other non-attorney professionals may also be utilized in connection with the engagement. The billing rates for such professionals will be communicated to the Client upon their assignment to the matter. As of the date of this letter, paralegal rates range from $350 to $475 per hour, depending on experience and seniority.
Time is recorded and billed in increments of one-tenth (0.1) of an hour (six-minute increments). All time entries will include a brief narrative description of the services rendered.
4.2 Fee Estimates
Based on the Firm's understanding of the Transaction as currently contemplated, and subject to the assumptions and caveats described below, the Firm estimates its legal fees as follows:
(a) Initial Structuring Phase (from commencement of the engagement through circulation of the preliminary draft Merger Agreement to Target's counsel): $125,000 to $175,000.
(b) Full Transaction (from commencement of the engagement through the closing of the Transaction, assuming the Transaction proceeds to a definitive agreement and closes): $650,000 to $850,000.
These estimates are provided solely for budgeting purposes and should not be construed as fee caps, maximum fees, or fixed fees. Actual fees will depend on a number of factors, many of which are not within the Firm's control, including the scope and complexity of the work required, the extent and duration of negotiations with Target's counsel and the Target's stockholders, the nature and complexity of any regulatory proceedings or approvals, the volume and condition of due diligence materials, any unforeseen legal issues arising during the course of the engagement, and the responsiveness and cooperation of third parties involved in the Transaction.
The Firm will endeavor to keep the Client informed of fee developments throughout the course of the engagement. The Firm will notify the Client promptly if, at any point, it appears that the aggregate fees for the engagement are likely to materially exceed the upper end of the applicable estimate. The Firm and the Client may, at any time, discuss and agree upon revised estimates or alternative fee arrangements as circumstances warrant.
4.3 Expenses.  In addition to professional fees, the Client will be responsible for reimbursement of reasonable out-of-pocket expenses incurred by the Firm in connection with the engagement. Such expenses may include, without limitation, travel expenses (including airfare, ground transportation, lodging, and meals incurred in connection with the engagement), regulatory filing fees, document production and copying costs, courier and delivery services, long-distance telephone charges, computerized legal research charges, and similar disbursements.
Third-party costs, including but not limited to regulatory filing fees (which are estimated at approximately $50,000 in the aggregate, based on currently anticipated OCC and state licensing filings), are the responsibility of the Client and are not included in the fee estimates set forth in Section 4.2 above. The Firm will seek the Client's prior approval before incurring any single third-party expense in excess of $5,000.
4.4 Billing and Payment Terms
Invoices will be rendered on a monthly basis, generally within fifteen (15) business days following the close of each calendar month. Each invoice will include reasonably detailed time entries reflecting the date, timekeeper, hours, and a narrative description of the services rendered, together with an itemization of expenses incurred during the billing period.
All invoices are due and payable within thirty (30) days of receipt. The Client should reference Matter No. 1045-00005 on all correspondence and payments to ensure proper crediting. Payments may be made by wire transfer or check to the account or address specified on the Firm's invoices.
Invoices will be directed to Catherine A. Royce, General Counsel & Corporate Secretary, Belmont Ridge Bank NA, at the address set forth above, unless the Client directs the Firm in writing to send invoices to a different address or recipient.
In the event of any dispute regarding a particular invoice, the Client shall notify the Firm in writing within thirty (30) days of receipt of the invoice, specifying the nature of the dispute. The undisputed portion of any invoice shall remain due and payable within the original thirty-day period. The Firm and the Client shall use reasonable efforts to resolve any billing dispute promptly and in good faith.
5. Client Identification and Authorization
The Client in this engagement is Belmont Ridge Bank NA, and only Belmont Ridge Bank NA. The Firm does not represent, and shall not be deemed to have an attorney-client relationship with, any director, officer, employee, shareholder, or affiliate of BRB in their individual capacities, nor with any parent company, subsidiary, or affiliated entity of BRB, nor with any other party to the Transaction (including, without limitation, Tessera, any stockholder of Tessera, or any financial advisor, accountant, or other service provider engaged by BRB or Tessera in connection with the Transaction), unless such representation is separately agreed upon in writing.
With respect to authorization, the Client represents that BRB's board of directors has authorized management to pursue the prospective acquisition of Tessera, subject to the board's subsequent review and approval of the final definitive terms of the Transaction. The Firm is entitled to rely on the instructions and authorizations of the Client's designated contacts identified below in connection with the day-to-day conduct of the engagement.
The Client's primary contacts for the engagement shall be:
(a) Catherine A. Royce, General Counsel & Corporate Secretary, who will serve as the principal legal contact and will be responsible for coordinating the Firm's work with BRB's internal legal department and management team.
(b) Derek S. Whitmore, Chief Financial Officer, who will be available to address financial, accounting, and business-related matters arising in the course of the engagement.
(c) Marcus J. Linden, Chief Executive Officer, who will be consulted as appropriate on strategic and policy-level matters and who will serve as the ultimate decision-maker on behalf of BRB's management with respect to the Transaction, subject to the oversight and approval of BRB's board of directors.
The Firm may communicate with and take instruction from each of these individuals in connection with the engagement, and each shall be authorized to provide direction to the Firm on behalf of the Client with respect to matters within their respective areas of responsibility.
6. Conflicts of Interest and Waiver
The Firm has conducted a thorough conflicts check based on the information currently available to us, including the identities of the parties, their affiliates, and their known principals and advisors. Based on the results of this conflicts check, the Firm has identified no conflicts of interest that would preclude this engagement under the applicable Rules of Professional Conduct.
The Firm maintains a comprehensive conflicts-checking system and follows internal procedures designed to identify potential conflicts of interest before the commencement of any new engagement. We have searched our database against the names of BRB, Tessera, the known stockholders of Tessera, and the other parties and advisors identified by the Client, and have confirmed that no existing engagement or relationship gives rise to a conflict requiring disclosure, consent, or waiver at this time.
The Client acknowledges that C&H is a large, full-service law firm that represents a wide range of clients across numerous industries and practice areas, including financial institutions, fintech companies, private equity and venture capital firms, and other participants in the financial services sector. From time to time, C&H may represent clients whose business activities or interests may be generally competitive with those of BRB or Tessera, but in matters wholly unrelated to this Transaction.
By executing this engagement letter, the Client waives any objection to the Firm's continued representation of other clients in matters unrelated to the Transaction, including matters that may involve parties active in the same industry or market as BRB or Tessera, provided, however, that the Firm shall not undertake any representation that is directly adverse to BRB or Tessera in connection with this Transaction without the prior written consent of the Client.
For the avoidance of doubt, the Firm specifically confirms that it does not currently represent, and has not recently represented, any of the following persons or entities in any matter:
(a) Tessera Lending, Inc.;
(b) Pinnacle Ventures Fund III, LP;
(c) Broadleaf Growth Capital, LLC;
(d) Vikram S. Narayan (individually);
(e) Elena M. Castillo (individually);
(f) Ridgeline Community Bank;
(g) Kessler, Aldrich & Voss LLP;
(h) Ashford Keane Partners LLC; or
(i) Any other known counterparty, advisor, or principal involved in the Transaction.
If at any time during the course of this engagement the Firm identifies a potential conflict of interest, whether arising from a new engagement, a change in the parties involved in the Transaction, or otherwise, the Firm will promptly notify the Client and discuss appropriate steps to address the conflict, which may include obtaining an informed written consent or waiver, implementing ethical screens, or, if necessary, withdrawing from the engagement or the conflicting matter.
7. Confidentiality
The Firm will maintain the confidentiality of all information received from the Client in connection with this engagement, in strict accordance with the applicable Rules of Professional Conduct, the attorney-client privilege, and the work-product doctrine. The Firm's obligations of confidentiality extend to all information relating to the representation, regardless of the source or medium of such information, including oral communications, written documents, electronic files, and any other form of information.
Notwithstanding the foregoing, the Firm may disclose confidential information in the following limited circumstances:
(a) As required by applicable law, regulation, court order, or governmental or regulatory authority, provided that the Firm shall, to the extent permitted by law, provide the Client with prompt written notice of any such requirement prior to disclosure and shall cooperate with the Client in seeking a protective order or other appropriate remedy to limit the scope of such disclosure;
(b) To the Firm's professional liability insurer or its counsel in connection with a malpractice claim or potential claim, to the extent necessary for the Firm to obtain coverage or defend against such claim; and
(c) As otherwise authorized by the Client in writing.
The Client acknowledges that the work product generated by the Firm in connection with the Transaction, including structuring memoranda, draft agreements, legal analyses, correspondence, internal memoranda, and other materials prepared by the Firm (collectively, "Work Product"), is privileged and confidential. The Client should take appropriate measures to preserve the privileged and confidential nature of such Work Product, including limiting its distribution to those individuals within BRB who have a need to know and marking such materials as "Privileged and Confidential — Attorney-Client Communication" or "Attorney Work Product" as appropriate.
8. Limitation of Liability
The Firm's aggregate liability to the Client for any and all claims, losses, damages, costs, and expenses of any kind or nature arising out of or relating to this engagement, whether based in contract, tort, statute, or any other theory of liability, shall not exceed the total amount of professional fees actually paid by the Client to the Firm in connection with the specific matter giving rise to the claim.
Without limiting the generality of the foregoing, in no event shall the Firm be liable to the Client for any consequential, incidental, indirect, special, exemplary, or punitive damages of any kind, including but not limited to lost profits, lost revenue, lost business opportunities, diminution in value, or any similar damages, regardless of whether such damages were foreseeable or whether the Firm was advised of the possibility of such damages.
The limitations set forth in this Section 8 shall not apply to losses, damages, or liabilities resulting directly from the Firm's willful misconduct or fraud.
The Client acknowledges that it has had the opportunity to review the terms of this Section 8, to consider their implications, and to seek independent legal advice regarding the limitation of liability and the waiver of consequential and other damages set forth herein. By executing this engagement letter, the Client confirms that it has accepted these limitations knowingly and voluntarily.
9. Document Retention
Upon the conclusion of the engagement, whether by reason of closing, termination, or otherwise, the Firm will retain the Client's files and documents in accordance with its standard document retention policy. Under the Firm's current policy, client files are retained for a minimum period of seven (7) years from the date of the conclusion of the engagement. During this retention period, the files will be maintained in a secure manner consistent with the Firm's confidentiality obligations.
Following the expiration of the applicable retention period, the Firm may destroy or dispose of the client files, including both paper and electronic files, without further notice to or consent from the Client. The Firm's destruction of files following the retention period shall not give rise to any liability to the Client.
The Client may request the return of original documents at any time during the course of the engagement or during the retention period. Such requests should be directed to the billing partner, James Prentice. The Firm will comply with such requests within a reasonable time, subject to the Firm's right to retain copies of all returned materials for its own records and for compliance with applicable professional and regulatory obligations.
10. Termination
Either party may terminate this engagement at any time, with or without cause, upon thirty (30) days' prior written notice to the other party. Termination by the Client shall be effective upon the Firm's receipt of written notice, subject to the thirty-day notice period. Termination by the Firm shall be effective upon the Client's receipt of written notice, subject to the thirty-day notice period and to the Firm's obligations under the applicable Rules of Professional Conduct regarding withdrawal from representation.
Upon termination of the engagement, the Client shall remain responsible for the payment of all fees for services rendered and all expenses incurred through the effective date of termination, in accordance with the billing and payment terms set forth in Section 4 above.
In the event of termination, the Firm shall take reasonable steps to protect the Client's interests during the notice period and the transition to any successor counsel, including the orderly transfer of files, documents, and work product. If requested by the Client, the Firm will cooperate with and facilitate the transition to successor counsel in a timely manner.
Termination of the engagement shall not affect the provisions of this letter relating to confidentiality (Section 7), limitation of liability (Section 8), document retention (Section 9), or conflicts of interest (Section 6), each of which shall survive the termination of the engagement.
11. Governing Law and Dispute Resolution
This engagement letter and the relationship between the Firm and the Client shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-laws rules or provisions that would cause the application of the laws of any other jurisdiction.
Any dispute, claim, or controversy arising out of or relating to this engagement letter, the Firm's representation of the Client, or any services provided hereunder, including any dispute regarding the validity, interpretation, or enforceability of this provision, shall be resolved by binding arbitration administered in New York, New York, under the Commercial Arbitration Rules of a nationally recognized arbitration organization mutually agreed upon by the parties. The arbitration shall be conducted before a single arbitrator who shall be an attorney experienced in legal malpractice or professional responsibility matters. The arbitrator's decision shall be final and binding, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, the parties may mutually agree in writing to resolve any dispute through litigation or other alternative dispute resolution procedures in lieu of arbitration.
Each party shall bear its own costs and expenses in connection with any arbitration proceeding, including attorneys' fees, unless the arbitrator determines that a different allocation is warranted by the circumstances.
12. Miscellaneous
This engagement letter constitutes the entire agreement between the Firm and the Client with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, negotiations, understandings, and agreements, whether oral or written, between the parties relating to the Firm's engagement in connection with the Transaction.
No amendment, modification, supplement, or waiver of any provision of this engagement letter shall be effective unless set forth in a writing signed by both parties. No failure or delay by either party in exercising any right, power, or remedy under this engagement letter shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.
If any provision of this engagement letter is held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this engagement letter shall be construed as if such invalid, illegal, or unenforceable provision had not been contained herein.
All notices, requests, demands, and other communications under this engagement letter shall be in writing and shall be deemed to have been duly given when delivered personally, sent by email with confirmation of receipt, or sent by nationally recognized overnight courier, to the addresses set forth in this letter or to such other address as a party may designate by written notice to the other party.
This engagement letter may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution and delivery of this letter by electronic means (including by PDF or electronic signature) shall have the same legal effect as execution and delivery of an original.
13. Acceptance and Execution
We are delighted to have this opportunity to serve Belmont Ridge Bank NA in connection with this important transaction. If the foregoing terms are acceptable to you, please confirm the Client's agreement by signing and returning a copy of this letter to the undersigned at your earliest convenience. This letter shall become effective and binding upon its execution by both parties.
Should you have any questions or wish to discuss any aspect of this engagement letter, please do not hesitate to contact me directly at (212) 554-7125 or bholloway@calderwoodharkness.com.
We look forward to working with you.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Beatrice Holloway Partner
Date: January 22, 2026
ACKNOWLEDGED AND AGREED:
The undersigned, on behalf of Belmont Ridge Bank NA, hereby acknowledges receipt of the foregoing engagement letter, confirms that she has read and understood its terms and conditions, and agrees to be bound thereby on behalf of the Client.
BELMONT RIDGE BANK NA
By: ________
Catherine A. Royce General Counsel & Corporate Secretary
Date: ________
cc: Marcus J. Linden, Chief Executive Officer, Belmont Ridge Bank NA Derek S. Whitmore, Chief Financial Officer, Belmont Ridge Bank NA James Prentice, Billing Partner, Calderwood & Harkness LLP
Name | Role | Rate Category
Beatrice Holloway | Responsible Partner, M&A | Partner
James Prentice | Billing Partner, M&A | Partner
Sylvia Hartwell | Specialist Partner, Tax | Partner
Andrew Fitzpatrick | Lead Associate, M&A | Senior Associate
Naomi Petersen | Working Associate, M&A | Associate

CALDERWOOD & HARKNESS LLP Attorneys at Law

VIA ELECTRONIC MAIL AND HAND DELIVERY

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGED AND AGREED:

BELMONT RIDGE BANK NA

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