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MUTUAL NON-DISCLOSURE AGREEMENT

Reference No.: NDA-BRB-TLI-2026-001

Prepared by Calderwood & Harkness LLP on behalf of Belmont Ridge Bank NA. Circulated to Kessler, Aldrich & Voss LLP (Attn: Randall T. Kessler / Priya D. Venkatesh) for review and comment on behalf of Tessera Lending, Inc. Anticipated execution on or about February 14, 2026.

MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement (this "Agreement") is entered into as of __, 2026 (the "Effective Date"), by and between:

BELMONT RIDGE BANK NA, a national banking association chartered under the laws of the United States of America, with its principal executive offices located at 600 Lexington Avenue, 34th Floor, New York, New York 10022 ("Party A" or "BRB");

and

TESSERA LENDING, INC., a corporation organized and existing under the laws of the State of Delaware, with its principal offices located at 2400 Shoal Creek Boulevard, Suite 500, Austin, Texas 78756 ("Party B" or "Tessera").

Each of BRB and Tessera is sometimes referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS (A), BRB is a publicly traded banking and financial technology holding company, the common stock of which is listed on the New York Stock Exchange under the ticker symbol "BRMG," with total consolidated assets of approximately $14.7 billion as of December 31, 2025, and which is engaged in the business of commercial banking, consumer lending, and related financial services;

WHEREAS (B), Tessera is a technology-enabled consumer lending platform incorporated in the State of Delaware (Delaware Secretary of State file number 6847312), headquartered in Austin, Texas, which operates a proprietary digital lending marketplace and facilitates consumer loan originations through bank-partnership programs and direct lending channels;

WHEREAS (C), the Parties wish to explore and evaluate a potential strategic transaction involving BRB's prospective acquisition of Tessera (the "Transaction"), in connection with which each Party may disclose certain confidential and proprietary information to the other Party and to certain of its Representatives (as defined below), and each Party may receive certain confidential and proprietary information from the other Party;

WHEREAS (D), the Parties desire to establish the terms and conditions under which such Confidential Information (as defined below) will be disclosed, used, and protected, and to set forth the obligations of the Parties and their respective Representatives with respect to such Confidential Information;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

SECTION 1: DEFINITIONS

1.1 "Confidential Information." As used in this Agreement, "Confidential Information" means all non-public, confidential, or proprietary information, whether written, oral, electronic, visual, or in any other form or medium, that is furnished by or on behalf of either Party (in its capacity as the provider of such information, the "Disclosing Party") to the other Party (in its capacity as the recipient of such information, the "Receiving Party") or to any of the Receiving Party's Representatives, at any time on or after the Effective Date, in connection with the evaluation, negotiation, or consummation of the Transaction. Without limiting the generality of the foregoing, Confidential Information shall include, without limitation, the following categories of information to the extent relating to the Disclosing Party or any of its subsidiaries or affiliates:

(a) financial information, including financial statements (whether audited or unaudited), business plans, projections, forecasts, budgets, capital plans, revenue models, cost structures, margin analyses, and related financial analyses or summaries;

(b) customer, borrower, and loan data, including loan origination data, underwriting models, credit scoring methodologies, loan loss reserve analyses, portfolio performance information, delinquency and default data, servicing records, and borrower demographic information;

(c) technology and intellectual property, including software, algorithms, source code, object code, application programming interfaces (APIs), system architecture and design documents, data models, trade secrets, patents, patent applications, inventions, and proprietary know-how;

(d) personnel and organizational information, including employee rosters, compensation data, organizational charts, personnel evaluations, employment agreements, retention plans, and benefits information;

(e) regulatory information, including licensing data, regulatory examination reports, compliance materials, correspondence with regulatory authorities, consent orders or enforcement actions, and any materials relating to compliance with applicable federal and state banking, lending, consumer protection, and data privacy laws and regulations;

(f) the terms, conditions, and existence of this Agreement and the Transaction itself, including the fact that discussions, negotiations, or due diligence activities are taking place or have taken place between the Parties; and

(g) all notes, analyses, compilations, studies, interpretations, memoranda, summaries, or other documents or materials prepared by the Receiving Party or any of its Representatives that contain, reflect, or are based upon, in whole or in part, any Confidential Information furnished by or on behalf of the Disclosing Party (collectively, "Derivative Materials").

For the avoidance of doubt and without limiting the foregoing, the Parties acknowledge and agree that information concerning Tessera's bank-partnership arrangement with Ridgeline Community Bank under program agreement number TLI-RCB-2020-001, including all terms, conditions, performance data, and regulatory correspondence related thereto, and information concerning Tessera's consumer lending licenses in forty-two (42) states and the District of Columbia, including the identity of the licensing authorities, the terms and conditions of such licenses, and any pending applications or renewals, shall constitute Confidential Information of Tessera for purposes of this Agreement.

1.2 Exclusions from "Confidential Information." Notwithstanding anything to the contrary in Section 1.1, the term "Confidential Information" shall not include information that the Receiving Party can demonstrate by competent evidence:

(a) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party or any of its Representatives in violation of this Agreement;

(b) was already in the possession of the Receiving Party on a non-confidential basis prior to the time of disclosure by or on behalf of the Disclosing Party, provided that the source of such information was not, to the Receiving Party's knowledge after reasonable inquiry, bound by a confidentiality obligation to the Disclosing Party or otherwise prohibited from transmitting the information to the Receiving Party, and provided further that such information was not obtained, directly or indirectly, from the Disclosing Party under obligations of confidentiality;

(c) becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or any of the Disclosing Party's Representatives, provided that such source is not, to the Receiving Party's knowledge after reasonable inquiry, bound by a confidentiality obligation to the Disclosing Party or otherwise prohibited from transmitting the information to the Receiving Party; or

(d) is independently developed by the Receiving Party or its Representatives without the use of, reference to, or reliance upon any Confidential Information of the Disclosing Party, as evidenced by the Receiving Party's contemporaneous written records.

The burden of establishing the applicability of any of the foregoing exclusions shall rest with the Receiving Party claiming such exclusion.

1.3 "Representatives." As used in this Agreement, "Representatives" means, with respect to either Party, such Party's directors, officers, employees, agents, affiliates, and such Party's and its affiliates' respective financial advisors, legal counsel, accountants, consultants, and other professional advisors, in each case who have a need to know the Confidential Information for the purpose of evaluating, negotiating, or consummating the Transaction. Without limiting the generality of the foregoing, "Representatives" shall include:

(a) with respect to BRB: Calderwood & Harkness LLP (legal counsel), Hargrove Mercer & Co. (financial advisor), Graystone & Albright LLP (independent auditor), and Meridian Indemnity Group, Inc. (prospective representations and warranties insurance underwriter); and

(b) with respect to Tessera: Kessler, Aldrich & Voss LLP (legal counsel), Ashford Keane Partners LLC (financial advisor), and Whitfield Thorpe LLP (independent auditor).

Each Party shall be responsible for, and shall be liable for, any breach of this Agreement by any of its Representatives, and each Party agrees, at its sole expense, to take all reasonable measures to ensure compliance by its Representatives with the terms of this Agreement, as if each such Representative were a party hereto.

1.4 "Person." As used in this Agreement, "Person" means any individual, corporation, limited liability company, partnership (general or limited), joint venture, association, trust, unincorporated organization, governmental authority (whether federal, state, local, or foreign), regulatory body, or other entity of any kind.

1.5 "Transaction." As used in this Agreement, "Transaction" means the potential acquisition of Tessera by BRB, whether structured as a merger, stock purchase, asset purchase, or other form of business combination, including any and all discussions, negotiations, due diligence activities, and other activities related thereto or conducted in furtherance thereof.

SECTION 2: CONFIDENTIALITY OBLIGATIONS

2.1 Use Restriction. Each Receiving Party shall use the Disclosing Party's Confidential Information solely for the purpose of evaluating, negotiating, and, if applicable, consummating the Transaction. Without limiting the foregoing, no Receiving Party shall use any Confidential Information of the Disclosing Party for any competitive purpose, for any business development activity unrelated to the Transaction, for trading in any securities of either Party, or for any other purpose whatsoever, in each case without the prior written consent of the Disclosing Party. Each Party acknowledges that it is aware, and agrees that it will advise its Representatives who are informed of the matters that are the subject of this Agreement, that the United States securities laws prohibit any person who has received material, non-public information about a company from purchasing or selling securities of such company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.

2.2 Non-Disclosure. Each Receiving Party shall not disclose, reveal, publish, disseminate, or otherwise make available any Confidential Information of the Disclosing Party to any Person, except as expressly permitted under this Agreement. The Receiving Party shall protect the Disclosing Party's Confidential Information using at least the same degree of care that the Receiving Party uses to protect its own confidential and proprietary information of like kind and sensitivity, but in no event less than a reasonable degree of care. Without limiting the generality of the foregoing, the Receiving Party shall implement and maintain appropriate administrative, technical, and physical safeguards to prevent the unauthorized access, use, disclosure, alteration, destruction, or loss of the Disclosing Party's Confidential Information.

2.3 Disclosure to Representatives. Notwithstanding Section 2.2, a Receiving Party may disclose Confidential Information to those of its Representatives who (a) have a bona fide need to know such Confidential Information for the purpose of evaluating, negotiating, or consummating the Transaction and (b) are informed of the confidential nature of such information and are directed to treat it in accordance with the terms and conditions of this Agreement. Prior to disclosing any Confidential Information to any Representative, the Receiving Party shall ensure that each such Representative is bound by obligations of confidentiality and non-use at least as protective as those contained herein, whether by reason of professional ethical obligations (including, without limitation, obligations arising under applicable rules of professional conduct for attorneys and accountants), a separate written confidentiality or non-disclosure agreement, applicable employment or consulting agreements, or otherwise. The Receiving Party shall be fully responsible and liable for any breach of this Agreement by any of its Representatives as if such Representatives were parties hereto, and shall take all reasonable steps to enforce compliance by its Representatives with the terms of this Agreement.

2.4 No Disclosure of Transaction. Without the prior written consent of the other Party, neither Party shall, and each Party shall direct its Representatives not to, disclose to any Person (other than its Representatives who are permitted to receive Confidential Information in accordance with Section 2.3) (a) the existence or terms of this Agreement, (b) the fact that Confidential Information has been made available hereunder or that due diligence activities are being conducted, (c) the fact that discussions or negotiations are taking place or have taken place concerning the Transaction, or (d) any of the terms, conditions, or other facts with respect to the Transaction, including the status thereof or the identity of any Persons involved therein. Without limiting the foregoing, neither Party shall, without the prior written consent of the other Party, make any public announcement, press release, or filing with any governmental authority that discloses the existence or substance of the Transaction or the discussions relating thereto, except as may be required by applicable law, regulation, or the rules of any securities exchange, in which case Section 3 shall apply.

SECTION 3: COMPELLED DISCLOSURE

3.1 Legal Process or Regulatory Requirement. In the event that the Receiving Party or any of its Representatives is requested or required by applicable law, statute, rule, or regulation (whether federal, state, or foreign), by legal process (including, without limitation, any subpoena, civil investigative demand, interrogatory, request for production of documents, or similar process), by the rules or regulations of any securities exchange on which the securities of such Party are listed or traded (including, without limitation, the New York Stock Exchange), or by a governmental, regulatory, or supervisory authority with jurisdiction over such Party (including, without limitation, the Office of the Comptroller of the Currency ("OCC"), the Federal Deposit Insurance Corporation ("FDIC"), the Board of Governors of the Federal Reserve System, the Securities and Exchange Commission ("SEC"), the Consumer Financial Protection Bureau, or any state banking, lending, or consumer protection regulatory authority) to disclose any Confidential Information of the Disclosing Party, the Receiving Party shall, to the extent legally permitted and reasonably practicable:

(a) provide the Disclosing Party with prompt written notice of such request or requirement (and in any event prior to any such disclosure), which notice shall include a description of the information requested, the identity of the requesting Person or authority, and the applicable deadline for response, so that the Disclosing Party may, at the Disclosing Party's sole expense, seek a protective order, motion to quash, request for confidential treatment, or other appropriate remedy or relief;

(b) cooperate with the Disclosing Party, at the Disclosing Party's sole cost and expense, in seeking such protective order or other remedy, including, without limitation, by joining in any motion or petition filed by the Disclosing Party or providing such support and information as the Disclosing Party may reasonably request; and

(c) if, in the absence of a protective order or other remedy (or the Disclosing Party's waiver of compliance with the provisions of this Section 3), such disclosure is determined to be legally required, disclose only that portion of the Confidential Information that the Receiving Party is advised by its legal counsel is legally required to be disclosed, and shall use commercially reasonable efforts to ensure that confidential treatment is accorded to such information by the Person or authority to which disclosure is made, including, without limitation, by requesting that such Confidential Information be filed under seal or otherwise treated as confidential by the relevant tribunal, regulatory body, or other authority.

The Parties specifically acknowledge and agree that BRB, as a publicly traded national bank (NYSE: BRMG, OCC charter number 24-00781, FDIC certificate number 09463, SEC Central Index Key (CIK) number 0001823456), is subject to ongoing regulatory supervision, examination, and potential inquiry by federal and state banking regulators, and that disclosures of Confidential Information compelled by or made in response to such regulatory authorities in the exercise of their supervisory functions shall be governed by and subject to this Section 3. For the avoidance of doubt, the Receiving Party's obligations under this Section 3 shall apply regardless of whether the compelled disclosure arises in connection with litigation, regulatory examination, supervisory activity, or any other legal or regulatory process.

SECTION 4: STANDSTILL PROVISION

4.1 Standstill Period. For a period of twelve (12) months from the Effective Date (the "Standstill Period"), unless specifically invited in writing by the board of directors of the other Party, neither Party shall, and each Party shall cause its controlled affiliates and its and their respective Representatives acting at its direction or on its behalf not to, directly or indirectly:

(a) acquire, offer to acquire, propose to acquire, or agree to acquire, directly or indirectly, by purchase, tender offer, exchange offer, merger, consolidation, business combination, recapitalization, restructuring, or in any other manner, any securities (including any equity securities, debt securities convertible into or exchangeable for equity securities, options, warrants, or other rights to acquire equity securities), or any direct or indirect rights or options to acquire any securities, of the other Party or any of its subsidiaries or affiliates, whether in a single transaction or a series of related transactions;

(b) seek or propose to influence or control, in any manner, the management, board of directors, governance, or policies of the other Party, including, without limitation, by means of a proxy solicitation (as such term is defined under Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), consent solicitation, shareholder proposal, withhold campaign, or otherwise;

(c) make any public announcement, public proposal, or public disclosure with respect to any of the foregoing, or take any action that would reasonably be expected to require either Party to make any public announcement or public disclosure with respect to any of the foregoing;

(d) form, join, or in any way participate in a "group" (as such term is defined under Section 13(d)(3) of the Exchange Act and the rules and regulations promulgated thereunder) in connection with any of the foregoing; or

(e) request the other Party or any of its Representatives, whether publicly or otherwise, to amend or waive any provision of this Section 4, provided, however, that the foregoing shall not prohibit a Party from making a private, non-public communication to the other Party's General Counsel or Chief Executive Officer regarding such a request, so long as such communication would not reasonably be expected to require public disclosure by either Party.

4.2 Exceptions. The standstill provisions set forth in Section 4.1 shall not restrict BRB from pursuing the Transaction as contemplated by the Parties in accordance with the terms and conditions of this Agreement and any definitive agreement entered into by the Parties with respect to the Transaction, or from taking any action specifically requested or consented to in writing by the board of directors of Tessera. The standstill provisions set forth in Section 4.1 shall automatically and immediately terminate, without any further action by either Party, upon the earlier of (a) the expiration of the Standstill Period and (b) the execution and delivery by the Parties of a definitive agreement with respect to the Transaction.

SECTION 5: NON-SOLICITATION OF EMPLOYEES

5.1 Non-Solicitation Covenant. For a period of eighteen (18) months from the Effective Date, neither Party shall, and each Party shall cause its controlled affiliates not to, directly or indirectly, solicit, recruit, hire, engage, or attempt to solicit, recruit, hire, or engage any employee of the other Party (or any of its subsidiaries) (a) whose identity, qualifications, role, or compensation became known to the soliciting Party or any of its Representatives through the disclosure of Confidential Information in connection with this Agreement or the evaluation of the Transaction, or (b) with whom the soliciting Party or any of its Representatives had substantive contact in connection with the evaluation of the Transaction, in each case without the prior written consent of the other Party.

5.2 Exceptions. Notwithstanding the foregoing, the restrictions set forth in Section 5.1 shall not apply to:

(a) general solicitations of employment by means of a general advertisement, general job posting on a publicly accessible website or job board, or other similar broad-based solicitation that is not specifically targeted at employees of the other Party, provided that the hiring of any employee of the other Party who responds to such general solicitation shall not be deemed a violation of Section 5.1;

(b) employees of the other Party who contact the soliciting Party or any of its Representatives on their own initiative without any direct or indirect solicitation, encouragement, or inducement by the soliciting Party or any of its Representatives; or

(c) the hiring of any employee of the other Party whose employment with such other Party (or any of its subsidiaries) has been terminated (whether voluntarily or involuntarily) for at least ninety (90) days prior to the commencement of discussions between such individual and the soliciting Party or any of its Representatives regarding potential employment.

SECTION 6: RESIDUAL KNOWLEDGE

6.1 Residual Knowledge Exclusion. Nothing in this Agreement shall restrict either Party or any of its Representatives from using "Residual Knowledge" in the conduct of such Party's business, provided that this Section 6 shall not be deemed to grant a license under any patent, copyright, trademark, or other intellectual property right of the Disclosing Party. As used in this Agreement, "Residual Knowledge" means general knowledge, ideas, concepts, techniques, methodologies, or know-how that is retained in the unaided memory of any individual Representative of the Receiving Party who has had access to Confidential Information of the Disclosing Party in accordance with this Agreement, without intentional reference to or use of any written, electronic, or other tangible form of the Disclosing Party's Confidential Information, and without intentional memorization of any such Confidential Information for the purpose of retaining and subsequently using it.

For the avoidance of doubt, the term "Residual Knowledge" does not include, and this Section 6 shall not be construed to permit the use or disclosure of:

(a) any specific proprietary algorithms, source code, object code, or software of the Disclosing Party;

(b) any specific customer data, borrower data, or personally identifiable information of the Disclosing Party or its customers or borrowers;

(c) any specific financial data, financial projections, pricing information, or cost structures of the Disclosing Party; or

(d) any trade secrets of the Disclosing Party, the protection of which shall be governed by the applicable provisions of this Agreement and applicable trade secret law.

SECTION 7: RETURN AND DESTRUCTION OF CONFIDENTIAL INFORMATION

7.1 Obligation to Return or Destroy. Upon the written request of the Disclosing Party, or upon the termination of discussions between the Parties regarding the Transaction (whichever occurs first), the Receiving Party shall promptly, and in any event within fifteen (15) business days following such request or termination:

(a) return to the Disclosing Party all tangible materials (including, without limitation, documents, files, notes, reports, records, correspondence, and media of any kind) containing or embodying Confidential Information of the Disclosing Party, together with all copies, reproductions, extracts, and summaries thereof, in whatever form or medium; or

(b) at the Disclosing Party's election (which election shall be communicated to the Receiving Party in writing), destroy all such materials and all Derivative Materials, and cause its Representatives to destroy all such materials and Derivative Materials in their possession or control, using commercially reasonable methods of destruction appropriate to the form and medium of such materials, and certify such destruction in writing to the Disclosing Party in accordance with Section 7.3.

7.2 Retention of Copies. Notwithstanding Section 7.1, the Receiving Party and its Representatives may retain:

(a) one (1) archival copy of Confidential Information and Derivative Materials to the extent, and solely to the extent, required to be retained by applicable law, rule, or regulation, by the Receiving Party's bona fide internal document-retention policies established and applied in the ordinary course of business (and not adopted or modified in anticipation of or in connection with this Agreement), or by professional standards, ethical rules, or regulatory requirements applicable to the Receiving Party's legal counsel and independent auditors; and

(b) copies of Confidential Information that reside on electronic backup systems or disaster recovery systems made in the ordinary course of the Receiving Party's business, provided that the Receiving Party shall not actively access or use any such retained Confidential Information except as required by applicable law or regulation;

provided, in each case, that any Confidential Information and Derivative Materials retained pursuant to this Section 7.2 shall continue to be subject to the confidentiality, non-disclosure, and non-use restrictions of this Agreement for the full duration of this Agreement and any surviving obligations hereunder. Without limiting the foregoing, the Parties acknowledge and agree that Calderwood & Harkness LLP and Kessler, Aldrich & Voss LLP, as legal counsel to BRB and Tessera, respectively, and Graystone & Albright LLP and Whitfield Thorpe LLP, as independent auditors to BRB and Tessera, respectively, may retain copies of Confidential Information and Derivative Materials as required by their professional ethical obligations and applicable bar rules, accounting standards, and regulatory requirements, subject to the continuing confidentiality obligations set forth in this Agreement.

7.3 Certification. Upon the Disclosing Party's written request, the Receiving Party shall, within five (5) business days of completing the return or destruction required under Section 7.1, provide to the Disclosing Party a written certification, executed by an authorized officer of the Receiving Party, confirming the return or destruction of all Confidential Information and Derivative Materials in accordance with this Section 7, subject to the retention exceptions set forth in Section 7.2, which certification shall identify in reasonable detail the categories and approximate volume of materials retained under Section 7.2, if any.

SECTION 8: NO REPRESENTATIONS OR WARRANTIES

8.1 As-Is Disclosure. THE RECEIVING PARTY ACKNOWLEDGES AND AGREES THAT NEITHER THE DISCLOSING PARTY NOR ANY OF ITS REPRESENTATIVES MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY, COMPLETENESS, RELIABILITY, CURRENCY, OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY CONFIDENTIAL INFORMATION DISCLOSED HEREUNDER. All Confidential Information is provided "AS IS" and without any warranty of any kind. Without limiting the generality of the foregoing, neither the Disclosing Party nor any of its Representatives shall have any liability to the Receiving Party or any of its Representatives relating to or arising from the Receiving Party's use of, or reliance upon, any Confidential Information or any errors therein or omissions therefrom, except as may be expressly set forth in a definitive written agreement between the Parties with respect to the Transaction, if any such agreement is executed and delivered. The Receiving Party shall be entitled to rely solely on such representations and warranties as may be set forth in any such definitive agreement, subject to the terms, conditions, limitations, and qualifications set forth therein.

8.2 No Obligation to Disclose. Nothing in this Agreement shall be construed to obligate either Party to disclose any particular Confidential Information to the other Party. Each Disclosing Party reserves the right, in its sole and absolute discretion, to determine the scope and extent of Confidential Information to be disclosed hereunder, and to withhold any Confidential Information from disclosure for any reason or no reason.

SECTION 9: NO AGREEMENT; NO OBLIGATION TO PROCEED

9.1 No Binding Obligation. The Parties acknowledge and agree that this Agreement does not create any obligation on the part of either Party to consummate the Transaction, to enter into any definitive agreement with respect to the Transaction, or to continue any discussions or negotiations relating to the Transaction. Unless and until a definitive written agreement with respect to the Transaction has been duly executed and delivered by both Parties, neither Party shall be under any legal obligation of any kind whatsoever with respect to the Transaction by virtue of this Agreement, any discussions or negotiations between the Parties, or any other written or oral expression with respect to the Transaction, except for the obligations expressly set forth in this Agreement. For the avoidance of doubt, the terms "definitive agreement" and "definitive written agreement" as used in this Agreement do not include any draft agreement, term sheet, letter of intent, memorandum of understanding, agreement in principle, or other preliminary or non-binding document, regardless of the form or label thereof.

9.2 Reservation of Rights. Each Party reserves the right, in its sole and absolute discretion, to reject any proposal made by the other Party with respect to the Transaction, to terminate discussions and negotiations with the other Party at any time, for any reason or for no reason, and to pursue or refrain from pursuing alternative transactions with any other Person, in each case without any liability or obligation to the other Party, except for the obligations expressly set forth in this Agreement, which obligations shall survive any such termination of discussions in accordance with their terms.

SECTION 10: REMEDIES

10.1 Irreparable Harm; Equitable Relief. Each Party acknowledges and agrees that (a) a breach or threatened breach of this Agreement by the Receiving Party or any of its Representatives would cause irreparable harm to the Disclosing Party for which monetary damages alone would be an inadequate remedy, and (b) the Disclosing Party shall be entitled to seek equitable relief, including, without limitation, temporary restraining orders, preliminary and permanent injunctions, and specific performance, in addition to all other remedies available at law or in equity, in the event of any actual or threatened breach of this Agreement by the Receiving Party or any of its Representatives. The Receiving Party agrees that the Disclosing Party shall not be required to prove actual damages, demonstrate the inadequacy of monetary damages, or post any bond or other security as a condition to obtaining any such equitable relief, and the Receiving Party hereby waives any requirement for the securing or posting of any such bond or other security in connection with any such equitable remedy. Nothing in this Section 10.1 shall be construed to limit the Disclosing Party's right to pursue any other remedies available at law or in equity, including, without limitation, the recovery of monetary damages.

10.2 Cumulative Remedies. The rights and remedies provided in this Agreement are cumulative and are not exclusive of, and shall not be construed to limit, any other rights or remedies available to either Party at law, in equity, or otherwise, including, without limitation, any remedies available under the Defend Trade Secrets Act of 2016 (18 U.S.C. § 1836 et seq.), the Uniform Trade Secrets Act as enacted in any applicable jurisdiction, or any other applicable statute or common law doctrine.

SECTION 11: TERM AND SURVIVAL

11.1 Term. This Agreement shall be effective as of the Effective Date and shall continue in full force and effect for a period of two (2) years from the Effective Date, unless earlier terminated by the mutual written agreement of both Parties. For the avoidance of doubt, expiration or termination of this Agreement shall not release either Party from any liability arising from a breach of this Agreement that occurred prior to such expiration or termination.

11.2 Survival. The confidentiality and non-use obligations set forth in Section 2 of this Agreement, and any other obligations that by their nature are intended to survive, shall survive the termination or expiration of this Agreement for an additional period of one (1) year following such termination or expiration (i.e., for a total period of three (3) years from the Effective Date). Notwithstanding the foregoing, the obligations of the Parties with respect to information that constitutes a "trade secret" under the Defend Trade Secrets Act of 2016 (18 U.S.C. § 1836 et seq.), the Delaware Uniform Trade Secrets Act (6 Del. C. § 2001 et seq.), the Texas Uniform Trade Secrets Act (Tex. Civ. Prac. & Rem. Code § 134A.001 et seq.), or any other applicable law, shall survive for so long as such information continues to qualify as a trade secret under such applicable law, regardless of whether such period extends beyond the three (3)-year period set forth in the preceding sentence. The provisions of Sections 7, 8, 9, 10, 11.2, and 12 shall also survive any expiration or termination of this Agreement.

SECTION 12: MISCELLANEOUS

12.1 Governing Law. This Agreement, and all claims, disputes, or causes of action (whether in contract, tort, or otherwise) that may be based upon, arise out of, or relate to this Agreement or the negotiation, execution, or performance of this Agreement, shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the substantive laws of any jurisdiction other than the State of Delaware.

12.2 Jurisdiction and Venue. Each Party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of (a) the Court of Chancery of the State of Delaware (or, if such court declines to accept jurisdiction, any other state court of the State of Delaware), and (b) the United States District Court for the District of Delaware, for the purpose of any action, suit, or proceeding arising out of or relating to this Agreement, and each Party agrees not to commence any action, suit, or proceeding relating to this Agreement except in such courts. Each Party irrevocably and unconditionally waives, and agrees not to assert, by way of motion, as a defense, counterclaim, or otherwise, in any action, suit, or proceeding arising out of or relating to this Agreement: (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (ii) any objection that it may now or hereafter have to the laying of venue of any action, suit, or proceeding in any such court, and (iii) any claim that any action, suit, or proceeding brought in any such court has been brought in an inconvenient forum. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

12.3 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, negotiations, proposals, understandings, and agreements, whether written or oral, between the Parties relating to the subject matter hereof. There are no other representations, warranties, covenants, or agreements between the Parties with respect to the subject matter hereof other than those expressly set forth or referred to in this Agreement.

12.4 Amendment and Waiver. This Agreement may not be amended, modified, supplemented, or otherwise changed except by a written instrument duly executed by both Parties. No waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by the Party granting such waiver. No failure or delay by either Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. No waiver of any breach of this Agreement shall constitute a waiver of any subsequent breach, whether of the same or a different provision.

12.5 Assignment. Neither Party may assign or transfer this Agreement, or any of its rights or obligations hereunder, in whole or in part, without the prior written consent of the other Party, and any attempted assignment or transfer without such consent shall be null and void and of no force or effect; provided, however, that BRB may assign this Agreement to any wholly owned subsidiary of BRB (including BRB Acquisition Sub, Inc., if formed for purposes of the Transaction), without the prior written consent of Tessera, so long as (a) BRB provides Tessera with prompt written notice of any such assignment and (b) BRB shall remain primarily and fully liable for the performance of all obligations of such assignee under this Agreement as if such assignment had not occurred. This Agreement shall be binding upon and shall inure to the benefit of each Party and its respective successors and permitted assigns.

12.6 Notices. All notices, requests, demands, consents, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered by hand (with written confirmation of receipt), (b) when sent by a nationally recognized overnight courier service (with tracking confirmation of delivery), or (c) when sent by email (with confirmation of receipt by the recipient, which confirmation may be electronic), addressed as follows (or to such other address or email address as a Party may designate by written notice to the other Party):

If to BRB:

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

Email: c.royce@belmontridgebank.com

With a copy (which shall not constitute notice) to:

Beatrice Holloway Calderwood & Harkness LLP 1 World Financial Center, 42nd Floor New York, New York 10281

Email: b.holloway@calderwoodharkness.com

If to Tessera:

Vikram S. Narayan Chief Executive Officer Tessera Lending, Inc. 2400 Shoal Creek Boulevard, Suite 500 Austin, Texas 78756

Email: v.narayan@tesseralending.com

With a copy (which shall not constitute notice) to:

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

Email: r.kessler@kavlaw.com

12.7 Severability. If any provision of this Agreement (or any portion thereof) is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and the remaining provisions shall continue in full force and effect. In the event that any such provision (or portion thereof) is held to be invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify such provision to the minimum extent necessary to make it valid, legal, and enforceable while preserving, to the greatest extent possible, the original intent and economic effect of such provision.

12.8 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures to this Agreement delivered by facsimile transmission, by email in portable document format (PDF), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document shall be deemed original signatures and shall be binding upon the Party that delivers such signature, with the same force and effect as if such signatures were originals. No Party shall raise the use of any such electronic delivery method as a defense to the formation or enforceability of this Agreement.

12.9 No Third-Party Beneficiaries. This Agreement is entered into solely for the benefit of the Parties and their respective permitted successors and assigns, and, where expressly provided herein, their respective Representatives. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit, remedy, or cause of action of any nature whatsoever under or by reason of this Agreement.

12.10 Construction. The headings and captions in this Agreement are inserted for convenience of reference only and shall not affect the interpretation or construction of this Agreement. Unless the context otherwise requires, words importing the singular shall include the plural and vice versa, and words importing any gender shall include all genders. The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." References to "Sections" are to sections of this Agreement unless otherwise specified. This Agreement has been jointly negotiated by the Parties and their respective legal counsel, and this Agreement shall not be construed more strictly against either Party by reason of the fact that such Party or its legal counsel may have drafted or prepared this Agreement or any portion thereof.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties have caused this Mutual Non-Disclosure Agreement to be executed by their respective duly authorized representatives as of the date first written above.

BELMONT RIDGE BANK NA

By: ________

Name: Catherine A. Royce

Title: General Counsel & Corporate Secretary

Date: ________

TESSERA LENDING, INC.

By: ________

Name: Vikram S. Narayan

Title: Chief Executive Officer

Date: ________

DRAFTING NOTES — TO BE REMOVED PRIOR TO EXECUTION

Prepared by: Calderwood & Harkness LLP (Matter No. 1045-00005) on behalf of Belmont Ridge Bank NA. This draft has been circulated to Kessler, Aldrich & Voss LLP (Attn: Randall T. Kessler / Priya D. Venkatesh) for review and comment on behalf of Tessera Lending, Inc.

Reference: NDA-BRB-TLI-2026-001

Disclaimer: This draft is subject to further negotiation and does not constitute a binding commitment by either Party. This draft is prepared for discussion purposes only and is subject to revision based on comments received from counsel for Tessera Lending, Inc. No Party shall be bound by the terms set forth herein until this Agreement has been duly executed and delivered by both Parties.

MUTUAL NON-DISCLOSURE AGREEMENT
Reference No.: NDA-BRB-TLI-2026-001
Prepared by Calderwood & Harkness LLP on behalf of Belmont Ridge Bank NA. Circulated to Kessler, Aldrich & Voss LLP (Attn: Randall T. Kessler / Priya D. Venkatesh) for review and comment on behalf of Tessera Lending, Inc. Anticipated execution on or about February 14, 2026.
MUTUAL NON-DISCLOSURE AGREEMENT
This Mutual Non-Disclosure Agreement (this "Agreement") is entered into as of __, 2026 (the "Effective Date"), by and between:
BELMONT RIDGE BANK NA, a national banking association chartered under the laws of the United States of America, with its principal executive offices located at 600 Lexington Avenue, 34th Floor, New York, New York 10022 ("Party A" or "BRB");
and
TESSERA LENDING, INC., a corporation organized and existing under the laws of the State of Delaware, with its principal offices located at 2400 Shoal Creek Boulevard, Suite 500, Austin, Texas 78756 ("Party B" or "Tessera").
Each of BRB and Tessera is sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS (A), BRB is a publicly traded banking and financial technology holding company, the common stock of which is listed on the New York Stock Exchange under the ticker symbol "BRMG," with total consolidated assets of approximately $14.7 billion as of December 31, 2025, and which is engaged in the business of commercial banking, consumer lending, and related financial services;
WHEREAS (B), Tessera is a technology-enabled consumer lending platform incorporated in the State of Delaware (Delaware Secretary of State file number 6847312), headquartered in Austin, Texas, which operates a proprietary digital lending marketplace and facilitates consumer loan originations through bank-partnership programs and direct lending channels;
WHEREAS (C), the Parties wish to explore and evaluate a potential strategic transaction involving BRB's prospective acquisition of Tessera (the "Transaction"), in connection with which each Party may disclose certain confidential and proprietary information to the other Party and to certain of its Representatives (as defined below), and each Party may receive certain confidential and proprietary information from the other Party;
WHEREAS (D), the Parties desire to establish the terms and conditions under which such Confidential Information (as defined below) will be disclosed, used, and protected, and to set forth the obligations of the Parties and their respective Representatives with respect to such Confidential Information;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
SECTION 1: DEFINITIONS
1.1 "Confidential Information." As used in this Agreement, "Confidential Information" means all non-public, confidential, or proprietary information, whether written, oral, electronic, visual, or in any other form or medium, that is furnished by or on behalf of either Party (in its capacity as the provider of such information, the "Disclosing Party") to the other Party (in its capacity as the recipient of such information, the "Receiving Party") or to any of the Receiving Party's Representatives, at any time on or after the Effective Date, in connection with the evaluation, negotiation, or consummation of the Transaction. Without limiting the generality of the foregoing, Confidential Information shall include, without limitation, the following categories of information to the extent relating to the Disclosing Party or any of its subsidiaries or affiliates:
(a) financial information, including financial statements (whether audited or unaudited), business plans, projections, forecasts, budgets, capital plans, revenue models, cost structures, margin analyses, and related financial analyses or summaries;
(b) customer, borrower, and loan data, including loan origination data, underwriting models, credit scoring methodologies, loan loss reserve analyses, portfolio performance information, delinquency and default data, servicing records, and borrower demographic information;
(c) technology and intellectual property, including software, algorithms, source code, object code, application programming interfaces (APIs), system architecture and design documents, data models, trade secrets, patents, patent applications, inventions, and proprietary know-how;
(d) personnel and organizational information, including employee rosters, compensation data, organizational charts, personnel evaluations, employment agreements, retention plans, and benefits information;
(e) regulatory information, including licensing data, regulatory examination reports, compliance materials, correspondence with regulatory authorities, consent orders or enforcement actions, and any materials relating to compliance with applicable federal and state banking, lending, consumer protection, and data privacy laws and regulations;
(f) the terms, conditions, and existence of this Agreement and the Transaction itself, including the fact that discussions, negotiations, or due diligence activities are taking place or have taken place between the Parties; and
(g) all notes, analyses, compilations, studies, interpretations, memoranda, summaries, or other documents or materials prepared by the Receiving Party or any of its Representatives that contain, reflect, or are based upon, in whole or in part, any Confidential Information furnished by or on behalf of the Disclosing Party (collectively, "Derivative Materials").
For the avoidance of doubt and without limiting the foregoing, the Parties acknowledge and agree that information concerning Tessera's bank-partnership arrangement with Ridgeline Community Bank under program agreement number TLI-RCB-2020-001, including all terms, conditions, performance data, and regulatory correspondence related thereto, and information concerning Tessera's consumer lending licenses in forty-two (42) states and the District of Columbia, including the identity of the licensing authorities, the terms and conditions of such licenses, and any pending applications or renewals, shall constitute Confidential Information of Tessera for purposes of this Agreement.
1.2 Exclusions from "Confidential Information." Notwithstanding anything to the contrary in Section 1.1, the term "Confidential Information" shall not include information that the Receiving Party can demonstrate by competent evidence:
(a) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party or any of its Representatives in violation of this Agreement;
(b) was already in the possession of the Receiving Party on a non-confidential basis prior to the time of disclosure by or on behalf of the Disclosing Party, provided that the source of such information was not, to the Receiving Party's knowledge after reasonable inquiry, bound by a confidentiality obligation to the Disclosing Party or otherwise prohibited from transmitting the information to the Receiving Party, and provided further that such information was not obtained, directly or indirectly, from the Disclosing Party under obligations of confidentiality;
(c) becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or any of the Disclosing Party's Representatives, provided that such source is not, to the Receiving Party's knowledge after reasonable inquiry, bound by a confidentiality obligation to the Disclosing Party or otherwise prohibited from transmitting the information to the Receiving Party; or
(d) is independently developed by the Receiving Party or its Representatives without the use of, reference to, or reliance upon any Confidential Information of the Disclosing Party, as evidenced by the Receiving Party's contemporaneous written records.
The burden of establishing the applicability of any of the foregoing exclusions shall rest with the Receiving Party claiming such exclusion.
1.3 "Representatives." As used in this Agreement, "Representatives" means, with respect to either Party, such Party's directors, officers, employees, agents, affiliates, and such Party's and its affiliates' respective financial advisors, legal counsel, accountants, consultants, and other professional advisors, in each case who have a need to know the Confidential Information for the purpose of evaluating, negotiating, or consummating the Transaction. Without limiting the generality of the foregoing, "Representatives" shall include:
(a) with respect to BRB: Calderwood & Harkness LLP (legal counsel), Hargrove Mercer & Co. (financial advisor), Graystone & Albright LLP (independent auditor), and Meridian Indemnity Group, Inc. (prospective representations and warranties insurance underwriter); and
(b) with respect to Tessera: Kessler, Aldrich & Voss LLP (legal counsel), Ashford Keane Partners LLC (financial advisor), and Whitfield Thorpe LLP (independent auditor).
Each Party shall be responsible for, and shall be liable for, any breach of this Agreement by any of its Representatives, and each Party agrees, at its sole expense, to take all reasonable measures to ensure compliance by its Representatives with the terms of this Agreement, as if each such Representative were a party hereto.
1.4 "Person." As used in this Agreement, "Person" means any individual, corporation, limited liability company, partnership (general or limited), joint venture, association, trust, unincorporated organization, governmental authority (whether federal, state, local, or foreign), regulatory body, or other entity of any kind.
1.5 "Transaction." As used in this Agreement, "Transaction" means the potential acquisition of Tessera by BRB, whether structured as a merger, stock purchase, asset purchase, or other form of business combination, including any and all discussions, negotiations, due diligence activities, and other activities related thereto or conducted in furtherance thereof.
SECTION 2: CONFIDENTIALITY OBLIGATIONS
2.1 Use Restriction. Each Receiving Party shall use the Disclosing Party's Confidential Information solely for the purpose of evaluating, negotiating, and, if applicable, consummating the Transaction. Without limiting the foregoing, no Receiving Party shall use any Confidential Information of the Disclosing Party for any competitive purpose, for any business development activity unrelated to the Transaction, for trading in any securities of either Party, or for any other purpose whatsoever, in each case without the prior written consent of the Disclosing Party. Each Party acknowledges that it is aware, and agrees that it will advise its Representatives who are informed of the matters that are the subject of this Agreement, that the United States securities laws prohibit any person who has received material, non-public information about a company from purchasing or selling securities of such company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.
2.2 Non-Disclosure. Each Receiving Party shall not disclose, reveal, publish, disseminate, or otherwise make available any Confidential Information of the Disclosing Party to any Person, except as expressly permitted under this Agreement. The Receiving Party shall protect the Disclosing Party's Confidential Information using at least the same degree of care that the Receiving Party uses to protect its own confidential and proprietary information of like kind and sensitivity, but in no event less than a reasonable degree of care. Without limiting the generality of the foregoing, the Receiving Party shall implement and maintain appropriate administrative, technical, and physical safeguards to prevent the unauthorized access, use, disclosure, alteration, destruction, or loss of the Disclosing Party's Confidential Information.
2.3 Disclosure to Representatives. Notwithstanding Section 2.2, a Receiving Party may disclose Confidential Information to those of its Representatives who (a) have a bona fide need to know such Confidential Information for the purpose of evaluating, negotiating, or consummating the Transaction and (b) are informed of the confidential nature of such information and are directed to treat it in accordance with the terms and conditions of this Agreement. Prior to disclosing any Confidential Information to any Representative, the Receiving Party shall ensure that each such Representative is bound by obligations of confidentiality and non-use at least as protective as those contained herein, whether by reason of professional ethical obligations (including, without limitation, obligations arising under applicable rules of professional conduct for attorneys and accountants), a separate written confidentiality or non-disclosure agreement, applicable employment or consulting agreements, or otherwise. The Receiving Party shall be fully responsible and liable for any breach of this Agreement by any of its Representatives as if such Representatives were parties hereto, and shall take all reasonable steps to enforce compliance by its Representatives with the terms of this Agreement.
2.4 No Disclosure of Transaction. Without the prior written consent of the other Party, neither Party shall, and each Party shall direct its Representatives not to, disclose to any Person (other than its Representatives who are permitted to receive Confidential Information in accordance with Section 2.3) (a) the existence or terms of this Agreement, (b) the fact that Confidential Information has been made available hereunder or that due diligence activities are being conducted, (c) the fact that discussions or negotiations are taking place or have taken place concerning the Transaction, or (d) any of the terms, conditions, or other facts with respect to the Transaction, including the status thereof or the identity of any Persons involved therein. Without limiting the foregoing, neither Party shall, without the prior written consent of the other Party, make any public announcement, press release, or filing with any governmental authority that discloses the existence or substance of the Transaction or the discussions relating thereto, except as may be required by applicable law, regulation, or the rules of any securities exchange, in which case Section 3 shall apply.
SECTION 3: COMPELLED DISCLOSURE
3.1 Legal Process or Regulatory Requirement. In the event that the Receiving Party or any of its Representatives is requested or required by applicable law, statute, rule, or regulation (whether federal, state, or foreign), by legal process (including, without limitation, any subpoena, civil investigative demand, interrogatory, request for production of documents, or similar process), by the rules or regulations of any securities exchange on which the securities of such Party are listed or traded (including, without limitation, the New York Stock Exchange), or by a governmental, regulatory, or supervisory authority with jurisdiction over such Party (including, without limitation, the Office of the Comptroller of the Currency ("OCC"), the Federal Deposit Insurance Corporation ("FDIC"), the Board of Governors of the Federal Reserve System, the Securities and Exchange Commission ("SEC"), the Consumer Financial Protection Bureau, or any state banking, lending, or consumer protection regulatory authority) to disclose any Confidential Information of the Disclosing Party, the Receiving Party shall, to the extent legally permitted and reasonably practicable:
(a) provide the Disclosing Party with prompt written notice of such request or requirement (and in any event prior to any such disclosure), which notice shall include a description of the information requested, the identity of the requesting Person or authority, and the applicable deadline for response, so that the Disclosing Party may, at the Disclosing Party's sole expense, seek a protective order, motion to quash, request for confidential treatment, or other appropriate remedy or relief;
(b) cooperate with the Disclosing Party, at the Disclosing Party's sole cost and expense, in seeking such protective order or other remedy, including, without limitation, by joining in any motion or petition filed by the Disclosing Party or providing such support and information as the Disclosing Party may reasonably request; and
(c) if, in the absence of a protective order or other remedy (or the Disclosing Party's waiver of compliance with the provisions of this Section 3), such disclosure is determined to be legally required, disclose only that portion of the Confidential Information that the Receiving Party is advised by its legal counsel is legally required to be disclosed, and shall use commercially reasonable efforts to ensure that confidential treatment is accorded to such information by the Person or authority to which disclosure is made, including, without limitation, by requesting that such Confidential Information be filed under seal or otherwise treated as confidential by the relevant tribunal, regulatory body, or other authority.
The Parties specifically acknowledge and agree that BRB, as a publicly traded national bank (NYSE: BRMG, OCC charter number 24-00781, FDIC certificate number 09463, SEC Central Index Key (CIK) number 0001823456), is subject to ongoing regulatory supervision, examination, and potential inquiry by federal and state banking regulators, and that disclosures of Confidential Information compelled by or made in response to such regulatory authorities in the exercise of their supervisory functions shall be governed by and subject to this Section 3. For the avoidance of doubt, the Receiving Party's obligations under this Section 3 shall apply regardless of whether the compelled disclosure arises in connection with litigation, regulatory examination, supervisory activity, or any other legal or regulatory process.
SECTION 4: STANDSTILL PROVISION
4.1 Standstill Period. For a period of twelve (12) months from the Effective Date (the "Standstill Period"), unless specifically invited in writing by the board of directors of the other Party, neither Party shall, and each Party shall cause its controlled affiliates and its and their respective Representatives acting at its direction or on its behalf not to, directly or indirectly:
(a) acquire, offer to acquire, propose to acquire, or agree to acquire, directly or indirectly, by purchase, tender offer, exchange offer, merger, consolidation, business combination, recapitalization, restructuring, or in any other manner, any securities (including any equity securities, debt securities convertible into or exchangeable for equity securities, options, warrants, or other rights to acquire equity securities), or any direct or indirect rights or options to acquire any securities, of the other Party or any of its subsidiaries or affiliates, whether in a single transaction or a series of related transactions;
(b) seek or propose to influence or control, in any manner, the management, board of directors, governance, or policies of the other Party, including, without limitation, by means of a proxy solicitation (as such term is defined under Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), consent solicitation, shareholder proposal, withhold campaign, or otherwise;
(c) make any public announcement, public proposal, or public disclosure with respect to any of the foregoing, or take any action that would reasonably be expected to require either Party to make any public announcement or public disclosure with respect to any of the foregoing;
(d) form, join, or in any way participate in a "group" (as such term is defined under Section 13(d)(3) of the Exchange Act and the rules and regulations promulgated thereunder) in connection with any of the foregoing; or
(e) request the other Party or any of its Representatives, whether publicly or otherwise, to amend or waive any provision of this Section 4, provided, however, that the foregoing shall not prohibit a Party from making a private, non-public communication to the other Party's General Counsel or Chief Executive Officer regarding such a request, so long as such communication would not reasonably be expected to require public disclosure by either Party.
4.2 Exceptions. The standstill provisions set forth in Section 4.1 shall not restrict BRB from pursuing the Transaction as contemplated by the Parties in accordance with the terms and conditions of this Agreement and any definitive agreement entered into by the Parties with respect to the Transaction, or from taking any action specifically requested or consented to in writing by the board of directors of Tessera. The standstill provisions set forth in Section 4.1 shall automatically and immediately terminate, without any further action by either Party, upon the earlier of (a) the expiration of the Standstill Period and (b) the execution and delivery by the Parties of a definitive agreement with respect to the Transaction.
SECTION 5: NON-SOLICITATION OF EMPLOYEES
5.1 Non-Solicitation Covenant. For a period of eighteen (18) months from the Effective Date, neither Party shall, and each Party shall cause its controlled affiliates not to, directly or indirectly, solicit, recruit, hire, engage, or attempt to solicit, recruit, hire, or engage any employee of the other Party (or any of its subsidiaries) (a) whose identity, qualifications, role, or compensation became known to the soliciting Party or any of its Representatives through the disclosure of Confidential Information in connection with this Agreement or the evaluation of the Transaction, or (b) with whom the soliciting Party or any of its Representatives had substantive contact in connection with the evaluation of the Transaction, in each case without the prior written consent of the other Party.
5.2 Exceptions. Notwithstanding the foregoing, the restrictions set forth in Section 5.1 shall not apply to:
(a) general solicitations of employment by means of a general advertisement, general job posting on a publicly accessible website or job board, or other similar broad-based solicitation that is not specifically targeted at employees of the other Party, provided that the hiring of any employee of the other Party who responds to such general solicitation shall not be deemed a violation of Section 5.1;
(b) employees of the other Party who contact the soliciting Party or any of its Representatives on their own initiative without any direct or indirect solicitation, encouragement, or inducement by the soliciting Party or any of its Representatives; or
(c) the hiring of any employee of the other Party whose employment with such other Party (or any of its subsidiaries) has been terminated (whether voluntarily or involuntarily) for at least ninety (90) days prior to the commencement of discussions between such individual and the soliciting Party or any of its Representatives regarding potential employment.
SECTION 6: RESIDUAL KNOWLEDGE
6.1 Residual Knowledge Exclusion. Nothing in this Agreement shall restrict either Party or any of its Representatives from using "Residual Knowledge" in the conduct of such Party's business, provided that this Section 6 shall not be deemed to grant a license under any patent, copyright, trademark, or other intellectual property right of the Disclosing Party. As used in this Agreement, "Residual Knowledge" means general knowledge, ideas, concepts, techniques, methodologies, or know-how that is retained in the unaided memory of any individual Representative of the Receiving Party who has had access to Confidential Information of the Disclosing Party in accordance with this Agreement, without intentional reference to or use of any written, electronic, or other tangible form of the Disclosing Party's Confidential Information, and without intentional memorization of any such Confidential Information for the purpose of retaining and subsequently using it.
For the avoidance of doubt, the term "Residual Knowledge" does not include, and this Section 6 shall not be construed to permit the use or disclosure of:
(a) any specific proprietary algorithms, source code, object code, or software of the Disclosing Party;
(b) any specific customer data, borrower data, or personally identifiable information of the Disclosing Party or its customers or borrowers;
(c) any specific financial data, financial projections, pricing information, or cost structures of the Disclosing Party; or
(d) any trade secrets of the Disclosing Party, the protection of which shall be governed by the applicable provisions of this Agreement and applicable trade secret law.
SECTION 7: RETURN AND DESTRUCTION OF CONFIDENTIAL INFORMATION
7.1 Obligation to Return or Destroy. Upon the written request of the Disclosing Party, or upon the termination of discussions between the Parties regarding the Transaction (whichever occurs first), the Receiving Party shall promptly, and in any event within fifteen (15) business days following such request or termination:
(a) return to the Disclosing Party all tangible materials (including, without limitation, documents, files, notes, reports, records, correspondence, and media of any kind) containing or embodying Confidential Information of the Disclosing Party, together with all copies, reproductions, extracts, and summaries thereof, in whatever form or medium; or
(b) at the Disclosing Party's election (which election shall be communicated to the Receiving Party in writing), destroy all such materials and all Derivative Materials, and cause its Representatives to destroy all such materials and Derivative Materials in their possession or control, using commercially reasonable methods of destruction appropriate to the form and medium of such materials, and certify such destruction in writing to the Disclosing Party in accordance with Section 7.3.
7.2 Retention of Copies. Notwithstanding Section 7.1, the Receiving Party and its Representatives may retain:
(a) one (1) archival copy of Confidential Information and Derivative Materials to the extent, and solely to the extent, required to be retained by applicable law, rule, or regulation, by the Receiving Party's bona fide internal document-retention policies established and applied in the ordinary course of business (and not adopted or modified in anticipation of or in connection with this Agreement), or by professional standards, ethical rules, or regulatory requirements applicable to the Receiving Party's legal counsel and independent auditors; and
(b) copies of Confidential Information that reside on electronic backup systems or disaster recovery systems made in the ordinary course of the Receiving Party's business, provided that the Receiving Party shall not actively access or use any such retained Confidential Information except as required by applicable law or regulation;
provided, in each case, that any Confidential Information and Derivative Materials retained pursuant to this Section 7.2 shall continue to be subject to the confidentiality, non-disclosure, and non-use restrictions of this Agreement for the full duration of this Agreement and any surviving obligations hereunder. Without limiting the foregoing, the Parties acknowledge and agree that Calderwood & Harkness LLP and Kessler, Aldrich & Voss LLP, as legal counsel to BRB and Tessera, respectively, and Graystone & Albright LLP and Whitfield Thorpe LLP, as independent auditors to BRB and Tessera, respectively, may retain copies of Confidential Information and Derivative Materials as required by their professional ethical obligations and applicable bar rules, accounting standards, and regulatory requirements, subject to the continuing confidentiality obligations set forth in this Agreement.
7.3 Certification. Upon the Disclosing Party's written request, the Receiving Party shall, within five (5) business days of completing the return or destruction required under Section 7.1, provide to the Disclosing Party a written certification, executed by an authorized officer of the Receiving Party, confirming the return or destruction of all Confidential Information and Derivative Materials in accordance with this Section 7, subject to the retention exceptions set forth in Section 7.2, which certification shall identify in reasonable detail the categories and approximate volume of materials retained under Section 7.2, if any.
SECTION 8: NO REPRESENTATIONS OR WARRANTIES
8.1 As-Is Disclosure. THE RECEIVING PARTY ACKNOWLEDGES AND AGREES THAT NEITHER THE DISCLOSING PARTY NOR ANY OF ITS REPRESENTATIVES MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY, COMPLETENESS, RELIABILITY, CURRENCY, OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY CONFIDENTIAL INFORMATION DISCLOSED HEREUNDER. All Confidential Information is provided "AS IS" and without any warranty of any kind. Without limiting the generality of the foregoing, neither the Disclosing Party nor any of its Representatives shall have any liability to the Receiving Party or any of its Representatives relating to or arising from the Receiving Party's use of, or reliance upon, any Confidential Information or any errors therein or omissions therefrom, except as may be expressly set forth in a definitive written agreement between the Parties with respect to the Transaction, if any such agreement is executed and delivered. The Receiving Party shall be entitled to rely solely on such representations and warranties as may be set forth in any such definitive agreement, subject to the terms, conditions, limitations, and qualifications set forth therein.
8.2 No Obligation to Disclose. Nothing in this Agreement shall be construed to obligate either Party to disclose any particular Confidential Information to the other Party. Each Disclosing Party reserves the right, in its sole and absolute discretion, to determine the scope and extent of Confidential Information to be disclosed hereunder, and to withhold any Confidential Information from disclosure for any reason or no reason.
SECTION 9: NO AGREEMENT; NO OBLIGATION TO PROCEED
9.1 No Binding Obligation. The Parties acknowledge and agree that this Agreement does not create any obligation on the part of either Party to consummate the Transaction, to enter into any definitive agreement with respect to the Transaction, or to continue any discussions or negotiations relating to the Transaction. Unless and until a definitive written agreement with respect to the Transaction has been duly executed and delivered by both Parties, neither Party shall be under any legal obligation of any kind whatsoever with respect to the Transaction by virtue of this Agreement, any discussions or negotiations between the Parties, or any other written or oral expression with respect to the Transaction, except for the obligations expressly set forth in this Agreement. For the avoidance of doubt, the terms "definitive agreement" and "definitive written agreement" as used in this Agreement do not include any draft agreement, term sheet, letter of intent, memorandum of understanding, agreement in principle, or other preliminary or non-binding document, regardless of the form or label thereof.
9.2 Reservation of Rights. Each Party reserves the right, in its sole and absolute discretion, to reject any proposal made by the other Party with respect to the Transaction, to terminate discussions and negotiations with the other Party at any time, for any reason or for no reason, and to pursue or refrain from pursuing alternative transactions with any other Person, in each case without any liability or obligation to the other Party, except for the obligations expressly set forth in this Agreement, which obligations shall survive any such termination of discussions in accordance with their terms.
SECTION 10: REMEDIES
10.1 Irreparable Harm; Equitable Relief. Each Party acknowledges and agrees that (a) a breach or threatened breach of this Agreement by the Receiving Party or any of its Representatives would cause irreparable harm to the Disclosing Party for which monetary damages alone would be an inadequate remedy, and (b) the Disclosing Party shall be entitled to seek equitable relief, including, without limitation, temporary restraining orders, preliminary and permanent injunctions, and specific performance, in addition to all other remedies available at law or in equity, in the event of any actual or threatened breach of this Agreement by the Receiving Party or any of its Representatives. The Receiving Party agrees that the Disclosing Party shall not be required to prove actual damages, demonstrate the inadequacy of monetary damages, or post any bond or other security as a condition to obtaining any such equitable relief, and the Receiving Party hereby waives any requirement for the securing or posting of any such bond or other security in connection with any such equitable remedy. Nothing in this Section 10.1 shall be construed to limit the Disclosing Party's right to pursue any other remedies available at law or in equity, including, without limitation, the recovery of monetary damages.
10.2 Cumulative Remedies. The rights and remedies provided in this Agreement are cumulative and are not exclusive of, and shall not be construed to limit, any other rights or remedies available to either Party at law, in equity, or otherwise, including, without limitation, any remedies available under the Defend Trade Secrets Act of 2016 (18 U.S.C. § 1836 et seq.), the Uniform Trade Secrets Act as enacted in any applicable jurisdiction, or any other applicable statute or common law doctrine.
SECTION 11: TERM AND SURVIVAL
11.1 Term. This Agreement shall be effective as of the Effective Date and shall continue in full force and effect for a period of two (2) years from the Effective Date, unless earlier terminated by the mutual written agreement of both Parties. For the avoidance of doubt, expiration or termination of this Agreement shall not release either Party from any liability arising from a breach of this Agreement that occurred prior to such expiration or termination.
11.2 Survival. The confidentiality and non-use obligations set forth in Section 2 of this Agreement, and any other obligations that by their nature are intended to survive, shall survive the termination or expiration of this Agreement for an additional period of one (1) year following such termination or expiration (i.e., for a total period of three (3) years from the Effective Date). Notwithstanding the foregoing, the obligations of the Parties with respect to information that constitutes a "trade secret" under the Defend Trade Secrets Act of 2016 (18 U.S.C. § 1836 et seq.), the Delaware Uniform Trade Secrets Act (6 Del. C. § 2001 et seq.), the Texas Uniform Trade Secrets Act (Tex. Civ. Prac. & Rem. Code § 134A.001 et seq.), or any other applicable law, shall survive for so long as such information continues to qualify as a trade secret under such applicable law, regardless of whether such period extends beyond the three (3)-year period set forth in the preceding sentence. The provisions of Sections 7, 8, 9, 10, 11.2, and 12 shall also survive any expiration or termination of this Agreement.
SECTION 12: MISCELLANEOUS
12.1 Governing Law. This Agreement, and all claims, disputes, or causes of action (whether in contract, tort, or otherwise) that may be based upon, arise out of, or relate to this Agreement or the negotiation, execution, or performance of this Agreement, shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the substantive laws of any jurisdiction other than the State of Delaware.
12.2 Jurisdiction and Venue. Each Party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of (a) the Court of Chancery of the State of Delaware (or, if such court declines to accept jurisdiction, any other state court of the State of Delaware), and (b) the United States District Court for the District of Delaware, for the purpose of any action, suit, or proceeding arising out of or relating to this Agreement, and each Party agrees not to commence any action, suit, or proceeding relating to this Agreement except in such courts. Each Party irrevocably and unconditionally waives, and agrees not to assert, by way of motion, as a defense, counterclaim, or otherwise, in any action, suit, or proceeding arising out of or relating to this Agreement: (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (ii) any objection that it may now or hereafter have to the laying of venue of any action, suit, or proceeding in any such court, and (iii) any claim that any action, suit, or proceeding brought in any such court has been brought in an inconvenient forum. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.
12.3 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, negotiations, proposals, understandings, and agreements, whether written or oral, between the Parties relating to the subject matter hereof. There are no other representations, warranties, covenants, or agreements between the Parties with respect to the subject matter hereof other than those expressly set forth or referred to in this Agreement.
12.4 Amendment and Waiver. This Agreement may not be amended, modified, supplemented, or otherwise changed except by a written instrument duly executed by both Parties. No waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by the Party granting such waiver. No failure or delay by either Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. No waiver of any breach of this Agreement shall constitute a waiver of any subsequent breach, whether of the same or a different provision.
12.5 Assignment. Neither Party may assign or transfer this Agreement, or any of its rights or obligations hereunder, in whole or in part, without the prior written consent of the other Party, and any attempted assignment or transfer without such consent shall be null and void and of no force or effect; provided, however, that BRB may assign this Agreement to any wholly owned subsidiary of BRB (including BRB Acquisition Sub, Inc., if formed for purposes of the Transaction), without the prior written consent of Tessera, so long as (a) BRB provides Tessera with prompt written notice of any such assignment and (b) BRB shall remain primarily and fully liable for the performance of all obligations of such assignee under this Agreement as if such assignment had not occurred. This Agreement shall be binding upon and shall inure to the benefit of each Party and its respective successors and permitted assigns.
12.6 Notices. All notices, requests, demands, consents, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered by hand (with written confirmation of receipt), (b) when sent by a nationally recognized overnight courier service (with tracking confirmation of delivery), or (c) when sent by email (with confirmation of receipt by the recipient, which confirmation may be electronic), addressed as follows (or to such other address or email address as a Party may designate by written notice to the other Party):
If to BRB:
Catherine A. Royce General Counsel & Corporate Secretary Belmont Ridge Bank NA 600 Lexington Avenue, 34th Floor New York, New York 10022
Email: c.royce@belmontridgebank.com
With a copy (which shall not constitute notice) to:
Beatrice Holloway Calderwood & Harkness LLP 1 World Financial Center, 42nd Floor New York, New York 10281
Email: b.holloway@calderwoodharkness.com
If to Tessera:
Vikram S. Narayan Chief Executive Officer Tessera Lending, Inc. 2400 Shoal Creek Boulevard, Suite 500 Austin, Texas 78756
Email: v.narayan@tesseralending.com
With a copy (which shall not constitute notice) to:
Randall T. Kessler Kessler, Aldrich & Voss LLP 816 Congress Avenue, Suite 2200 Austin, Texas 78701
Email: r.kessler@kavlaw.com
12.7 Severability. If any provision of this Agreement (or any portion thereof) is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and the remaining provisions shall continue in full force and effect. In the event that any such provision (or portion thereof) is held to be invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify such provision to the minimum extent necessary to make it valid, legal, and enforceable while preserving, to the greatest extent possible, the original intent and economic effect of such provision.
12.8 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures to this Agreement delivered by facsimile transmission, by email in portable document format (PDF), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document shall be deemed original signatures and shall be binding upon the Party that delivers such signature, with the same force and effect as if such signatures were originals. No Party shall raise the use of any such electronic delivery method as a defense to the formation or enforceability of this Agreement.
12.9 No Third-Party Beneficiaries. This Agreement is entered into solely for the benefit of the Parties and their respective permitted successors and assigns, and, where expressly provided herein, their respective Representatives. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit, remedy, or cause of action of any nature whatsoever under or by reason of this Agreement.
12.10 Construction. The headings and captions in this Agreement are inserted for convenience of reference only and shall not affect the interpretation or construction of this Agreement. Unless the context otherwise requires, words importing the singular shall include the plural and vice versa, and words importing any gender shall include all genders. The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." References to "Sections" are to sections of this Agreement unless otherwise specified. This Agreement has been jointly negotiated by the Parties and their respective legal counsel, and this Agreement shall not be construed more strictly against either Party by reason of the fact that such Party or its legal counsel may have drafted or prepared this Agreement or any portion thereof.
[Signature Page Follows]
IN WITNESS WHEREOF, the Parties have caused this Mutual Non-Disclosure Agreement to be executed by their respective duly authorized representatives as of the date first written above.
BELMONT RIDGE BANK NA
By: ________
Name: Catherine A. Royce
Title: General Counsel & Corporate Secretary
Date: ________
TESSERA LENDING, INC.
By: ________
Name: Vikram S. Narayan
Title: Chief Executive Officer
Date: ________
DRAFTING NOTES — TO BE REMOVED PRIOR TO EXECUTION
Prepared by: Calderwood & Harkness LLP (Matter No. 1045-00005) on behalf of Belmont Ridge Bank NA. This draft has been circulated to Kessler, Aldrich & Voss LLP (Attn: Randall T. Kessler / Priya D. Venkatesh) for review and comment on behalf of Tessera Lending, Inc.
Reference: NDA-BRB-TLI-2026-001
Disclaimer: This draft is subject to further negotiation and does not constitute a binding commitment by either Party. This draft is prepared for discussion purposes only and is subject to revision based on comments received from counsel for Tessera Lending, Inc. No Party shall be bound by the terms set forth herein until this Agreement has been duly executed and delivered by both Parties.

MUTUAL NON-DISCLOSURE AGREEMENT

MUTUAL NON-DISCLOSURE AGREEMENT

RECITALS

SECTION 1: DEFINITIONS

SECTION 2: CONFIDENTIALITY OBLIGATIONS

SECTION 3: COMPELLED DISCLOSURE

SECTION 4: STANDSTILL PROVISION

SECTION 5: NON-SOLICITATION OF EMPLOYEES

SECTION 6: RESIDUAL KNOWLEDGE

SECTION 7: RETURN AND DESTRUCTION OF CONFIDENTIAL INFORMATION

SECTION 8: NO REPRESENTATIONS OR WARRANTIES

SECTION 10: REMEDIES

SECTION 11: TERM AND SURVIVAL

SECTION 12: MISCELLANEOUS

BELMONT RIDGE BANK NA

TESSERA LENDING, INC.

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