[sheet: Open Items Tracker]

Issue No.	Category	Description	Assigned To	Status	Priority	Date Opened	Target Resolution Date	Notes
OI-001	Structuring	Formation of BRB Acquisition Sub, Inc. — File certificate of incorporation in Delaware for wholly owned merger subsidiary. Registered agent: Cobalt Ridge Technologies, 1209 Orange Street, Wilmington, DE 19801. EIN to be obtained upon formation.	Andrew Fitzpatrick (Calderwood & Harkness LLP)	Open	High	2026-01-28	2026-03-01	Delaware corporation to serve as merger sub in reverse triangular merger. Must be formed prior to execution of definitive merger agreement. Certificate of incorporation to mirror standard single-purpose entity provisions. Coordinate with Catherine A. Royce (BRB General Counsel) for board resolutions authorizing formation.
OI-002	Tax	Section 338(h)(10) election analysis and decision — Evaluate whether BRB and Tessera stockholders should jointly elect under IRC Section 338(h)(10) to treat the acquisition as a deemed asset purchase for federal income tax purposes, achieving a stepped-up tax basis in Tessera's assets.	Sylvia Hartwell (Calderwood & Harkness LLP)	In Progress	High	2026-01-28	2026-03-15	Sylvia Hartwell's tax structuring memorandum dated January 30, 2026 recommends exploring the 338(h)(10) election. All-cash consideration means transaction is taxable to Tessera stockholders regardless; Section 368 reorganization not available. Need to model tax cost vs. benefit of stepped-up basis. Tessera EIN: 83-2649107; BRB EIN: 13-4517820. Coordinate with Derek S. Whitmore (BRB CFO) and Graystone & Albright LLP (BRB auditor) on financial statement impact. Also consider state/local tax implications in Texas (no state income tax) and Delaware (franchise tax).
OI-003	Insurance	R&W insurance application — Submit buyer-side representations and warranties insurance application to Meridian Indemnity Group, Inc. Policy limit: $9,600,000 (20% of $48,000,000 deal value). Retention: $960,000 (2% of deal value), split 50/50 between escrow and policy retention. Estimated premium: $288,000 (3.0% of policy limit).	Naomi Petersen (Calderwood & Harkness LLP)	Open	High	2026-01-28	2026-03-15	Meridian Indemnity Group, Inc. (280 Trumbull Street, 12th Floor, Hartford, CT 06103) to be engaged as R&W insurance underwriter. Application requires draft merger agreement and preliminary diligence materials. Cannot submit until NDA executed and diligence data room populated. Premium is buyer-borne expense — include in buyer-side transaction expense waterfall. Placeholder brackets in draft merger agreement pending receipt of Meridian quote.
OI-004	Regulatory	OCC pre-filing consultation — Schedule and conduct pre-filing consultation with the Office of the Comptroller of the Currency regarding BRB's acquisition of a fintech lending subsidiary. BRB OCC charter number: 24-00781; FDIC certificate number: 09463.	Naomi Petersen (Calderwood & Harkness LLP) / Catherine A. Royce (Belmont Ridge Bank NA)	Open	High	2026-01-28	2026-03-31	OCC prior approval required under 12 USC §§ 24 and 24a for national bank acquisition of fintech subsidiary. Regulatory analysis memo dated February 3, 2026 outlines approval framework. Estimated regulatory filing fees: ~$50,000. Regulatory approval timeline estimated Q2–Q3 2026. Also need to assess FDIC notification requirements. Coordinate with BRB's internal regulatory affairs team.
OI-005	Agreement Terms	NDA negotiation with Kessler, Aldrich & Voss LLP — Finalize and execute mutual non-disclosure agreement (reference NDA-BRB-TLI-2026-001) between Belmont Ridge Bank NA and Tessera Lending, Inc.	Andrew Fitzpatrick (Calderwood & Harkness LLP)	In Progress	High	2026-02-05	2026-02-14	Draft mutual NDA prepared by Calderwood & Harkness LLP and ready for circulation to Kessler, Aldrich & Voss LLP (Randall T. Kessler, Partner; Priya D. Venkatesh, Senior Associate), 816 Congress Avenue, Suite 2200, Austin, TX 78701. Key terms: mutual confidentiality obligations, 12-month standstill, 18-month employee non-solicitation, permitted disclosures to representatives (counsel, financial advisors, accountants), residual knowledge exclusion, return/destruction of materials. Governed by Delaware law. Target execution date: February 14, 2026. Introduction letter from Beatrice Holloway to Randall T. Kessler sent February 10, 2026.
OI-006	Agreement Terms	Tessera stock option and RSU treatment under merger agreement — Determine treatment of 900,000 shares in employee/angel option and RSU pool at $4.00 per-share merger consideration. Aggregate value: $3,600,000.	Andrew Fitzpatrick (Calderwood & Harkness LLP) / Sylvia Hartwell (Calderwood & Harkness LLP)	Open	High	2026-01-28	2026-03-15	900,000 shares (7.5% of 12,000,000 fully diluted shares) held by employees and early-stage angel investors through stock options and restricted stock units. Need to determine: (a) vesting acceleration provisions (single vs. double trigger); (b) in-the-money analysis at $4.00 per share — need exercise price data from Tessera; (c) treatment under IRC Sections 409A and 83; (d) cancellation vs. assumption vs. cash-out mechanics in merger agreement. Request exercise price schedules as part of preliminary diligence request list. Coordinate with Kessler, Aldrich & Voss LLP once NDA executed.
OI-007	Regulatory	Ridgeline Community Bank consent requirements — Analyze change-of-control consent provisions under Tessera–Ridgeline bank-partnership program agreement (ref: TLI-RCB-2020-001, dated March 15, 2020, renewed through December 31, 2027).	Naomi Petersen (Calderwood & Harkness LLP)	Open	Medium	2026-01-28	2026-03-31	Ridgeline Community Bank (175 East 400 South, Suite 600, Salt Lake City, UT 84111) is a Utah-chartered industrial bank (FDIC certificate number: 35218) serving as the issuing bank under Tessera's bank-partnership lending program. Program agreement must be reviewed for change-of-control provisions, consent requirements, and any termination triggers upon acquisition. Ridgeline consent to be included as a closing condition in the merger agreement. Need to request copy of program agreement from Tessera/KAV as part of diligence. Consider whether BRB's status as a national bank affects or simplifies the bank-partnership model post-closing.
OI-008	Agreement Terms	Indemnification escrow terms — Finalize structure and terms of general indemnification escrow: $4,800,000 (10% of $48,000,000 merger consideration), 18-month post-closing holdback period, Caravel Trust Company, N.A. as escrow agent.	Andrew Fitzpatrick (Calderwood & Harkness LLP)	In Progress	High	2026-01-28	2026-04-15	Caravel Trust Company, N.A. (500 Delaware Avenue, Suite 1100, Wilmington, DE 19801) designated as escrow agent. Need to: (a) negotiate escrow agreement terms with Caravel Trust (fee estimate included in miscellaneous buyer-side costs of ~$35,000); (b) determine escrow release mechanics (single release at 18 months vs. partial step-down); (c) coordinate with R&W insurance retention split (50/50 between escrow and policy retention — $480,000 from escrow, $480,000 policy retention); (d) address interaction between indemnification escrow and R&W policy claim procedures. Pro forma funds flow: gross consideration $48,000,000 less escrow holdback $4,800,000 = net closing consideration $43,200,000.
OI-009	Regulatory	State lending-license change-of-control filings — Identify and prepare change-of-control or assignment filings for Tessera's lending licenses in 42 states and the District of Columbia.	Naomi Petersen (Calderwood & Harkness LLP)	Open	Medium	2026-02-03	2026-04-30	Tessera holds lending licenses in 42 U.S. states and D.C. Change-of-control upon the merger will likely trigger filing or approval requirements in most jurisdictions. Need to obtain complete list of licenses and jurisdictions from Tessera as part of diligence (see preliminary diligence request list dated February 4, 2026, Category 3: Regulatory and Licensing). May require engagement of local regulatory counsel in certain states. Filing timeline to run in parallel with OCC approval process (Q2–Q3 2026). Consider whether any state approvals are conditions to closing vs. post-closing compliance items.
OI-010	Regulatory	HSR Act filing analysis confirmation — Confirm that the $48,000,000 deal value falls below the 2026 HSR Act size-of-transaction threshold of $119.5 million and that no HSR filing is required.	Naomi Petersen (Calderwood & Harkness LLP)	In Progress	Medium	2026-02-03	2026-02-28	Regulatory analysis memo dated February 3, 2026 concludes no HSR filing required based on current thresholds. Need to confirm: (a) no revised FTC thresholds effective before signing; (b) no aggregation of prior BRB acquisitions that could affect analysis; (c) no other antitrust notification requirements. FTC/DOJ HSR thresholds are adjusted annually — monitor for any mid-year changes.
OI-011	Agreement Terms	Material adverse effect (MAE) definition — Finalize MAE definition in merger agreement, including carve-outs for industry-wide regulatory changes affecting fintech and consumer lending sectors.	Andrew Fitzpatrick (Calderwood & Harkness LLP)	In Progress	High	2026-02-05	2026-04-15	Preliminary draft merger agreement dated February 5, 2026 includes initial MAE definition with carve-outs for industry-wide regulatory changes. Expect negotiation with KAV on scope of carve-outs (general economic conditions, industry conditions, changes in law, pandemic/force majeure). Key buyer concern: preserving ability to terminate if Tessera's business is materially impaired. Key seller concern: broad carve-outs to protect against walk-away risk.
OI-012	Agreement Terms	No-shop provision and fiduciary-out — Draft and negotiate no-shop covenant for Tessera, including scope of fiduciary-out exception permitting Tessera board to respond to unsolicited superior proposals.	Andrew Fitzpatrick (Calderwood & Harkness LLP)	In Progress	Medium	2026-02-05	2026-04-15	Draft merger agreement includes no-shop with fiduciary-out. Tessera board consists of five members: Vikram S. Narayan, Elena M. Castillo, Jonathan R. Peake (Pinnacle Ventures designee), Sandra L. Hu (Broadleaf Growth Capital designee), and Dr. Margaret A. Forsythe (independent director). Board fiduciary duties under Delaware law must be preserved. Consider break-up fee and matching rights provisions.
OI-013	Structuring	Stockholder approval mechanics — Confirm that written consent of Tessera stockholders holding a majority of outstanding shares is sufficient under DGCL and Tessera's organizational documents. Co-founders Vikram S. Narayan (31.2%) and Elena M. Castillo (22.8%) hold combined 54.0% — sufficient for majority approval.	Andrew Fitzpatrick (Calderwood & Harkness LLP)	Open	Medium	2026-01-28	2026-03-15	Need to review Tessera's certificate of incorporation and bylaws (Delaware file number: 6847312) to confirm: (a) no supermajority approval requirement for mergers; (b) written consent in lieu of meeting is permitted; (c) no separate class vote required for any series of stock; (d) any investor consent rights under stockholder agreements with Pinnacle Ventures Fund III, LP or Broadleaf Growth Capital, LLC. Include charter and bylaws in diligence request list.
OI-014	Diligence	Data room setup and preliminary diligence request list delivery — Coordinate delivery of preliminary due diligence request list (dated February 4, 2026) to Tessera and KAV following NDA execution.	Naomi Petersen (Calderwood & Harkness LLP)	Open	Medium	2026-02-04	2026-02-21	Preliminary diligence request list prepared by Andrew Fitzpatrick and Naomi Petersen covers 10 categories: Corporate/Organizational, Financial, Regulatory/Licensing, Technology/IP, Employees/Benefits, Material Contracts, Litigation/Disputes, Tax, Insurance, Real Property/Leases. Cannot deliver until mutual NDA (NDA-BRB-TLI-2026-001) is executed (target: February 14, 2026). Diligence phase expected to commence March 2026. Request list to be transmitted to Randall T. Kessler and Priya D. Venkatesh at KAV.
OI-015	Diligence	Financial diligence coordination — Coordinate review of Tessera FY2025 audited financial statements (revenue: $38.4 million; adjusted EBITDA: $5.1 million) and historical financials. Confirm debt-free status and no net-debt adjustment required.	Naomi Petersen (Calderwood & Harkness LLP) / Derek S. Whitmore (Belmont Ridge Bank NA)	Open	Medium	2026-02-04	2026-04-30	Tessera's independent auditor is Whitfield Thorpe LLP (1221 South MoPac Expressway, Suite 400, Austin, TX 78746). BRB's financial advisor Hargrove Mercer & Co. (Phillip N. Godfrey, Managing Director) will lead financial diligence. Valuation metrics: EV/Revenue 1.25× ($48M ÷ $38.4M); EV/Adj. EBITDA ~9.41× ($48M ÷ $5.1M). Tessera reported ~$1.2 billion cumulative loan originations since inception (2018). Tessera is currently debt-free — subject to confirmatory diligence.
OI-016	Regulatory	CFPB supervisory jurisdiction assessment — Analyze whether CFPB supervisory jurisdiction applies to the combined entity's consumer lending activities post-closing.	Naomi Petersen (Calderwood & Harkness LLP)	Open	Low	2026-02-03	2026-04-30	Tessera operates a consumer lending platform (unsecured personal loans and point-of-sale installment financing). The combined BRB/Tessera entity may be subject to CFPB supervisory jurisdiction for consumer lending activities. Assess thresholds and implications. Not a closing condition but relevant for post-closing compliance planning.
OI-017	Agreement Terms	Interim operating covenants — Define scope of Tessera's interim operating covenants between signing and closing, including restrictions on business operations, capital expenditures, hiring, and new lending commitments.	Andrew Fitzpatrick (Calderwood & Harkness LLP)	In Progress	Medium	2026-02-05	2026-04-15	Preliminary draft merger agreement includes initial interim operating covenant provisions. Key areas: ordinary course operations, restrictions on equity issuances, restrictions on material contracts, maintenance of lending licenses, preservation of Ridgeline Community Bank partnership. Expect negotiation with KAV on scope and materiality thresholds.
OI-018	Administrative	Buyer-side transaction expense budget tracking — Monitor estimated total buyer outlay of $49,723,000 including: Merger Consideration ($48,000,000), Calderwood & Harkness legal fees (est. $750,000), Hargrove Mercer advisory fee ($600,000), R&W insurance premium (est. $288,000), regulatory filing fees (est. $50,000), miscellaneous/escrow agent fees (est. $35,000).	James Prentice (Calderwood & Harkness LLP) / Derek S. Whitmore (Belmont Ridge Bank NA)	Open	Medium	2026-01-28	Ongoing	BRB intends to fund entirely from cash on hand (~$1.03 billion as of December 31, 2025). No third-party acquisition financing contemplated. BRB total consolidated assets: ~$14.7 billion. C&H billing rates: Partner $1,350/hr; Senior Associate $925/hr; Associate $750/hr. C&H estimated structuring-phase fees: $125,000–$175,000; estimated total through closing: $650,000–$850,000. Hargrove Mercer advisory fee: 1.25% × $48M = $600,000 (payable at closing). Seller-side advisory fee (Ashford Keane Partners LLC, Diane R. Okamoto): 2.0% × $48M = $960,000 (seller-borne, treated as transaction expense).

[sheet: Reference — Key Deal Terms]

Item	Detail
Matter Number	1045-00005
Client / Buyer	Belmont Ridge Bank NA (NYSE: BRMG)
Buyer Principal Offices	600 Lexington Avenue, 34th Floor, New York, NY 10022
Buyer CEO	Marcus J. Linden
Buyer General Counsel	Catherine A. Royce
Buyer CFO	Derek S. Whitmore
BRB OCC Charter Number	24-00781
BRB FDIC Certificate Number	09463
BRB SEC CIK Number	0001823456
BRB EIN	13-4517820
BRB Total Consolidated Assets (12/31/2025)	~$14.7 billion
BRB Cash & Equivalents (12/31/2025)	~$1.03 billion
Target	Tessera Lending, Inc.
Target Principal Offices	2400 Shoal Creek Boulevard, Suite 500, Austin, TX 78756
Target Delaware File Number	6847312
Target EIN	83-2649107
Target CEO / Co-Founder	Vikram S. Narayan (31.2%)
Target CTO / Co-Founder	Elena M. Castillo (22.8%)
Transaction Structure	Reverse triangular merger under DGCL
Merger Consideration	$48,000,000 (all-cash)
Fully Diluted Shares	12,000,000
Per-Share Consideration	$4.00
Indemnification Escrow	$4,800,000 (10% of deal value), 18-month hold
Escrow Agent	Caravel Trust Company, N.A.

R&W Policy Limit	$9,600,000 (20% of deal value)
R&W Retention	$960,000 (2% of deal value)
R&W Underwriter	Meridian Indemnity Group, Inc.
Tessera FY2025 Revenue	$38,400,000
Tessera FY2025 Adj. EBITDA	$5,100,000
EV/Revenue Multiple	1.25×
EV/Adj. EBITDA Multiple	~9.41×
Tessera Cumulative Loan Originations	~$1.2 billion (since 2018)
Tessera Lending Licenses	42 states + D.C.
Bank Partner	Ridgeline Community Bank (FDIC Cert. 35218)
Program Agreement Ref.	TLI-RCB-2020-001 (dated March 15, 2020; renewed through 12/31/2027)
Merger Sub (to be formed)	BRB Acquisition Sub, Inc. (Delaware)
Mutual NDA Reference	NDA-BRB-TLI-2026-001
Buyer's Counsel	Calderwood & Harkness LLP
Responsible Partner	Beatrice Holloway
Billing Partner	James Prentice
Lead Associate	Andrew Fitzpatrick
Working Associate	Naomi Petersen
Specialist Partner (Tax)	Sylvia Hartwell
Target's Counsel	Kessler, Aldrich & Voss LLP (Randall T. Kessler / Priya D. Venkatesh)
Buyer's Financial Advisor	Hargrove Mercer & Co. (Phillip N. Godfrey)
Target's Financial Advisor	Ashford Keane Partners LLC (Diane R. Okamoto)
Buyer's Auditor	Graystone & Albright LLP
Target's Auditor	Whitfield Thorpe LLP
Engagement Opened	January 22, 2026

NDA Target Execution	February 14, 2026
Diligence Commencement (est.)	March 2026
Targeted Signing	Q2 2026
Targeted Closing	Q3 2026

[sheet: Reference — Capitalization]

Holder	Shares	Percentage	Merger Consideration at $4.00/Share	Less Pro Rata Escrow Holdback	Net Closing Payment
Vikram S. Narayan	3,744,000	31.2%	$14,976,000	$1,497,600	$13,478,400
Elena M. Castillo	2,736,000	22.8%	$10,944,000	$1,094,400	$9,849,600
Pinnacle Ventures Fund III, LP	3,180,000	26.5%	$12,720,000	$1,272,000	$11,448,000
Broadleaf Growth Capital, LLC	1,440,000	12.0%	$5,760,000	$576,000	$5,184,000
Employee/Angel Pool (Options & RSUs)	900,000	7.5%	$3,600,000	$360,000	$3,240,000
TOTAL	12,000,000	100.0%	$48,000,000	$4,800,000	$43,200,000

[sheet: Reference — Timeline]

Date	Milestone / Event	Status
2018	Tessera Lending, Inc. founded	Completed
March 15, 2020	Tessera–Ridgeline bank-partnership program agreement (TLI-RCB-2020-001) executed	Completed
2021	Pinnacle Ventures led Tessera Series B financing	Completed
December 31, 2025	BRB and Tessera fiscal year-end; balance sheet / financials reference date	Completed
January 22, 2026	Calderwood & Harkness LLP engagement opened (1045-00005)	Completed
January 28, 2026	Internal structuring memorandum circulated	Completed
January 30, 2026	Tax structuring memorandum circulated (Sylvia Hartwell)	Completed
February 3, 2026	Regulatory approval analysis memorandum circulated	Completed
February 4, 2026	Preliminary due diligence request list prepared	Completed
February 5, 2026	Preliminary draft merger agreement circulated for internal client review	Completed
February 10, 2026	Introduction letter sent to Kessler, Aldrich & Voss LLP (Randall T. Kessler)	Completed
February 14, 2026	Mutual NDA (NDA-BRB-TLI-2026-001) — target execution date	Pending
March 2026 (est.)	Diligence phase commencement	Estimated
Q2 2026 (est.)	Targeted signing of definitive Agreement and Plan of Merger	Estimated
Q2–Q3 2026 (est.)	Regulatory approval period (OCC, state licensing)	Estimated
Q3 2026 (est.)	Targeted closing	Estimated
December 31, 2027	Tessera–Ridgeline program agreement renewal expiration	Estimated

[sheet: Open Items Tracker]
Issue No. | Category | Description | Assigned To | Status | Priority | Date Opened | Target Resolution Date | Notes
OI-001 | Structuring | Formation of BRB Acquisition Sub, Inc. — File certificate of incorporation in Delaware for wholly owned merger subsidiary. Registered agent: Cobalt Ridge Technologies, 1209 Orange Street, Wilmington, DE 19801. EIN to be obtained upon formation. | Andrew Fitzpatrick (Calderwood & Harkness LLP) | Open | High | 2026-01-28 | 2026-03-01 | Delaware corporation to serve as merger sub in reverse triangular merger. Must be formed prior to execution of definitive merger agreement. Certificate of incorporation to mirror standard single-purpose entity provisions. Coordinate with Catherine A. Royce (BRB General Counsel) for board resolutions authorizing formation.
OI-002 | Tax | Section 338(h)(10) election analysis and decision — Evaluate whether BRB and Tessera stockholders should jointly elect under IRC Section 338(h)(10) to treat the acquisition as a deemed asset purchase for federal income tax purposes, achieving a stepped-up tax basis in Tessera's assets. | Sylvia Hartwell (Calderwood & Harkness LLP) | In Progress | High | 2026-01-28 | 2026-03-15 | Sylvia Hartwell's tax structuring memorandum dated January 30, 2026 recommends exploring the 338(h)(10) election. All-cash consideration means transaction is taxable to Tessera stockholders regardless; Section 368 reorganization not available. Need to model tax cost vs. benefit of stepped-up basis. Tessera EIN: 83-2649107; BRB EIN: 13-4517820. Coordinate with Derek S. Whitmore (BRB CFO) and Graystone & Albright LLP (BRB auditor) on financial statement impact. Also consider state/local tax implications in Texas (no state income tax) and Delaware (franchise tax).
OI-003 | Insurance | R&W insurance application — Submit buyer-side representations and warranties insurance application to Meridian Indemnity Group, Inc. Policy limit: $9,600,000 (20% of $48,000,000 deal value). Retention: $960,000 (2% of deal value), split 50/50 between escrow and policy retention. Estimated premium: $288,000 (3.0% of policy limit). | Naomi Petersen (Calderwood & Harkness LLP) | Open | High | 2026-01-28 | 2026-03-15 | Meridian Indemnity Group, Inc. (280 Trumbull Street, 12th Floor, Hartford, CT 06103) to be engaged as R&W insurance underwriter. Application requires draft merger agreement and preliminary diligence materials. Cannot submit until NDA executed and diligence data room populated. Premium is buyer-borne expense — include in buyer-side transaction expense waterfall. Placeholder brackets in draft merger agreement pending receipt of Meridian quote.
OI-004 | Regulatory | OCC pre-filing consultation — Schedule and conduct pre-filing consultation with the Office of the Comptroller of the Currency regarding BRB's acquisition of a fintech lending subsidiary. BRB OCC charter number: 24-00781; FDIC certificate number: 09463. | Naomi Petersen (Calderwood & Harkness LLP) / Catherine A. Royce (Belmont Ridge Bank NA) | Open | High | 2026-01-28 | 2026-03-31 | OCC prior approval required under 12 USC §§ 24 and 24a for national bank acquisition of fintech subsidiary. Regulatory analysis memo dated February 3, 2026 outlines approval framework. Estimated regulatory filing fees: ~$50,000. Regulatory approval timeline estimated Q2–Q3 2026. Also need to assess FDIC notification requirements. Coordinate with BRB's internal regulatory affairs team.
OI-005 | Agreement Terms | NDA negotiation with Kessler, Aldrich & Voss LLP — Finalize and execute mutual non-disclosure agreement (reference NDA-BRB-TLI-2026-001) between Belmont Ridge Bank NA and Tessera Lending, Inc. | Andrew Fitzpatrick (Calderwood & Harkness LLP) | In Progress | High | 2026-02-05 | 2026-02-14 | Draft mutual NDA prepared by Calderwood & Harkness LLP and ready for circulation to Kessler, Aldrich & Voss LLP (Randall T. Kessler, Partner; Priya D. Venkatesh, Senior Associate), 816 Congress Avenue, Suite 2200, Austin, TX 78701. Key terms: mutual confidentiality obligations, 12-month standstill, 18-month employee non-solicitation, permitted disclosures to representatives (counsel, financial advisors, accountants), residual knowledge exclusion, return/destruction of materials. Governed by Delaware law. Target execution date: February 14, 2026. Introduction letter from Beatrice Holloway to Randall T. Kessler sent February 10, 2026.
OI-006 | Agreement Terms | Tessera stock option and RSU treatment under merger agreement — Determine treatment of 900,000 shares in employee/angel option and RSU pool at $4.00 per-share merger consideration. Aggregate value: $3,600,000. | Andrew Fitzpatrick (Calderwood & Harkness LLP) / Sylvia Hartwell (Calderwood & Harkness LLP) | Open | High | 2026-01-28 | 2026-03-15 | 900,000 shares (7.5% of 12,000,000 fully diluted shares) held by employees and early-stage angel investors through stock options and restricted stock units. Need to determine: (a) vesting acceleration provisions (single vs. double trigger); (b) in-the-money analysis at $4.00 per share — need exercise price data from Tessera; (c) treatment under IRC Sections 409A and 83; (d) cancellation vs. assumption vs. cash-out mechanics in merger agreement. Request exercise price schedules as part of preliminary diligence request list. Coordinate with Kessler, Aldrich & Voss LLP once NDA executed.
OI-007 | Regulatory | Ridgeline Community Bank consent requirements — Analyze change-of-control consent provisions under Tessera–Ridgeline bank-partnership program agreement (ref: TLI-RCB-2020-001, dated March 15, 2020, renewed through December 31, 2027). | Naomi Petersen (Calderwood & Harkness LLP) | Open | Medium | 2026-01-28 | 2026-03-31 | Ridgeline Community Bank (175 East 400 South, Suite 600, Salt Lake City, UT 84111) is a Utah-chartered industrial bank (FDIC certificate number: 35218) serving as the issuing bank under Tessera's bank-partnership lending program. Program agreement must be reviewed for change-of-control provisions, consent requirements, and any termination triggers upon acquisition. Ridgeline consent to be included as a closing condition in the merger agreement. Need to request copy of program agreement from Tessera/KAV as part of diligence. Consider whether BRB's status as a national bank affects or simplifies the bank-partnership model post-closing.
OI-008 | Agreement Terms | Indemnification escrow terms — Finalize structure and terms of general indemnification escrow: $4,800,000 (10% of $48,000,000 merger consideration), 18-month post-closing holdback period, Caravel Trust Company, N.A. as escrow agent. | Andrew Fitzpatrick (Calderwood & Harkness LLP) | In Progress | High | 2026-01-28 | 2026-04-15 | Caravel Trust Company, N.A. (500 Delaware Avenue, Suite 1100, Wilmington, DE 19801) designated as escrow agent. Need to: (a) negotiate escrow agreement terms with Caravel Trust (fee estimate included in miscellaneous buyer-side costs of ~$35,000); (b) determine escrow release mechanics (single release at 18 months vs. partial step-down); (c) coordinate with R&W insurance retention split (50/50 between escrow and policy retention — $480,000 from escrow, $480,000 policy retention); (d) address interaction between indemnification escrow and R&W policy claim procedures. Pro forma funds flow: gross consideration $48,000,000 less escrow holdback $4,800,000 = net closing consideration $43,200,000.
OI-009 | Regulatory | State lending-license change-of-control filings — Identify and prepare change-of-control or assignment filings for Tessera's lending licenses in 42 states and the District of Columbia. | Naomi Petersen (Calderwood & Harkness LLP) | Open | Medium | 2026-02-03 | 2026-04-30 | Tessera holds lending licenses in 42 U.S. states and D.C. Change-of-control upon the merger will likely trigger filing or approval requirements in most jurisdictions. Need to obtain complete list of licenses and jurisdictions from Tessera as part of diligence (see preliminary diligence request list dated February 4, 2026, Category 3: Regulatory and Licensing). May require engagement of local regulatory counsel in certain states. Filing timeline to run in parallel with OCC approval process (Q2–Q3 2026). Consider whether any state approvals are conditions to closing vs. post-closing compliance items.
OI-010 | Regulatory | HSR Act filing analysis confirmation — Confirm that the $48,000,000 deal value falls below the 2026 HSR Act size-of-transaction threshold of $119.5 million and that no HSR filing is required. | Naomi Petersen (Calderwood & Harkness LLP) | In Progress | Medium | 2026-02-03 | 2026-02-28 | Regulatory analysis memo dated February 3, 2026 concludes no HSR filing required based on current thresholds. Need to confirm: (a) no revised FTC thresholds effective before signing; (b) no aggregation of prior BRB acquisitions that could affect analysis; (c) no other antitrust notification requirements. FTC/DOJ HSR thresholds are adjusted annually — monitor for any mid-year changes.
OI-011 | Agreement Terms | Material adverse effect (MAE) definition — Finalize MAE definition in merger agreement, including carve-outs for industry-wide regulatory changes affecting fintech and consumer lending sectors. | Andrew Fitzpatrick (Calderwood & Harkness LLP) | In Progress | High | 2026-02-05 | 2026-04-15 | Preliminary draft merger agreement dated February 5, 2026 includes initial MAE definition with carve-outs for industry-wide regulatory changes. Expect negotiation with KAV on scope of carve-outs (general economic conditions, industry conditions, changes in law, pandemic/force majeure). Key buyer concern: preserving ability to terminate if Tessera's business is materially impaired. Key seller concern: broad carve-outs to protect against walk-away risk.
OI-012 | Agreement Terms | No-shop provision and fiduciary-out — Draft and negotiate no-shop covenant for Tessera, including scope of fiduciary-out exception permitting Tessera board to respond to unsolicited superior proposals. | Andrew Fitzpatrick (Calderwood & Harkness LLP) | In Progress | Medium | 2026-02-05 | 2026-04-15 | Draft merger agreement includes no-shop with fiduciary-out. Tessera board consists of five members: Vikram S. Narayan, Elena M. Castillo, Jonathan R. Peake (Pinnacle Ventures designee), Sandra L. Hu (Broadleaf Growth Capital designee), and Dr. Margaret A. Forsythe (independent director). Board fiduciary duties under Delaware law must be preserved. Consider break-up fee and matching rights provisions.
OI-013 | Structuring | Stockholder approval mechanics — Confirm that written consent of Tessera stockholders holding a majority of outstanding shares is sufficient under DGCL and Tessera's organizational documents. Co-founders Vikram S. Narayan (31.2%) and Elena M. Castillo (22.8%) hold combined 54.0% — sufficient for majority approval. | Andrew Fitzpatrick (Calderwood & Harkness LLP) | Open | Medium | 2026-01-28 | 2026-03-15 | Need to review Tessera's certificate of incorporation and bylaws (Delaware file number: 6847312) to confirm: (a) no supermajority approval requirement for mergers; (b) written consent in lieu of meeting is permitted; (c) no separate class vote required for any series of stock; (d) any investor consent rights under stockholder agreements with Pinnacle Ventures Fund III, LP or Broadleaf Growth Capital, LLC. Include charter and bylaws in diligence request list.
OI-014 | Diligence | Data room setup and preliminary diligence request list delivery — Coordinate delivery of preliminary due diligence request list (dated February 4, 2026) to Tessera and KAV following NDA execution. | Naomi Petersen (Calderwood & Harkness LLP) | Open | Medium | 2026-02-04 | 2026-02-21 | Preliminary diligence request list prepared by Andrew Fitzpatrick and Naomi Petersen covers 10 categories: Corporate/Organizational, Financial, Regulatory/Licensing, Technology/IP, Employees/Benefits, Material Contracts, Litigation/Disputes, Tax, Insurance, Real Property/Leases. Cannot deliver until mutual NDA (NDA-BRB-TLI-2026-001) is executed (target: February 14, 2026). Diligence phase expected to commence March 2026. Request list to be transmitted to Randall T. Kessler and Priya D. Venkatesh at KAV.
OI-015 | Diligence | Financial diligence coordination — Coordinate review of Tessera FY2025 audited financial statements (revenue: $38.4 million; adjusted EBITDA: $5.1 million) and historical financials. Confirm debt-free status and no net-debt adjustment required. | Naomi Petersen (Calderwood & Harkness LLP) / Derek S. Whitmore (Belmont Ridge Bank NA) | Open | Medium | 2026-02-04 | 2026-04-30 | Tessera's independent auditor is Whitfield Thorpe LLP (1221 South MoPac Expressway, Suite 400, Austin, TX 78746). BRB's financial advisor Hargrove Mercer & Co. (Phillip N. Godfrey, Managing Director) will lead financial diligence. Valuation metrics: EV/Revenue 1.25× ($48M ÷ $38.4M); EV/Adj. EBITDA ~9.41× ($48M ÷ $5.1M). Tessera reported ~$1.2 billion cumulative loan originations since inception (2018). Tessera is currently debt-free — subject to confirmatory diligence.
OI-016 | Regulatory | CFPB supervisory jurisdiction assessment — Analyze whether CFPB supervisory jurisdiction applies to the combined entity's consumer lending activities post-closing. | Naomi Petersen (Calderwood & Harkness LLP) | Open | Low | 2026-02-03 | 2026-04-30 | Tessera operates a consumer lending platform (unsecured personal loans and point-of-sale installment financing). The combined BRB/Tessera entity may be subject to CFPB supervisory jurisdiction for consumer lending activities. Assess thresholds and implications. Not a closing condition but relevant for post-closing compliance planning.
OI-017 | Agreement Terms | Interim operating covenants — Define scope of Tessera's interim operating covenants between signing and closing, including restrictions on business operations, capital expenditures, hiring, and new lending commitments. | Andrew Fitzpatrick (Calderwood & Harkness LLP) | In Progress | Medium | 2026-02-05 | 2026-04-15 | Preliminary draft merger agreement includes initial interim operating covenant provisions. Key areas: ordinary course operations, restrictions on equity issuances, restrictions on material contracts, maintenance of lending licenses, preservation of Ridgeline Community Bank partnership. Expect negotiation with KAV on scope and materiality thresholds.
OI-018 | Administrative | Buyer-side transaction expense budget tracking — Monitor estimated total buyer outlay of $49,723,000 including: Merger Consideration ($48,000,000), Calderwood & Harkness legal fees (est. $750,000), Hargrove Mercer advisory fee ($600,000), R&W insurance premium (est. $288,000), regulatory filing fees (est. $50,000), miscellaneous/escrow agent fees (est. $35,000). | James Prentice (Calderwood & Harkness LLP) / Derek S. Whitmore (Belmont Ridge Bank NA) | Open | Medium | 2026-01-28 | Ongoing | BRB intends to fund entirely from cash on hand (~$1.03 billion as of December 31, 2025). No third-party acquisition financing contemplated. BRB total consolidated assets: ~$14.7 billion. C&H billing rates: Partner $1,350/hr; Senior Associate $925/hr; Associate $750/hr. C&H estimated structuring-phase fees: $125,000–$175,000; estimated total through closing: $650,000–$850,000. Hargrove Mercer advisory fee: 1.25% × $48M = $600,000 (payable at closing). Seller-side advisory fee (Ashford Keane Partners LLC, Diane R. Okamoto): 2.0% × $48M = $960,000 (seller-borne, treated as transaction expense).
[sheet: Reference — Key Deal Terms]
Item | Detail
Matter Number | 1045-00005
Client / Buyer | Belmont Ridge Bank NA (NYSE: BRMG)
Buyer Principal Offices | 600 Lexington Avenue, 34th Floor, New York, NY 10022
Buyer CEO | Marcus J. Linden
Buyer General Counsel | Catherine A. Royce
Buyer CFO | Derek S. Whitmore
BRB OCC Charter Number | 24-00781
BRB FDIC Certificate Number | 09463
BRB SEC CIK Number | 0001823456
BRB EIN | 13-4517820
BRB Total Consolidated Assets (12/31/2025) | ~$14.7 billion
BRB Cash & Equivalents (12/31/2025) | ~$1.03 billion
Target | Tessera Lending, Inc.
Target Principal Offices | 2400 Shoal Creek Boulevard, Suite 500, Austin, TX 78756
Target Delaware File Number | 6847312
Target EIN | 83-2649107
Target CEO / Co-Founder | Vikram S. Narayan (31.2%)
Target CTO / Co-Founder | Elena M. Castillo (22.8%)
Transaction Structure | Reverse triangular merger under DGCL
Merger Consideration | $48,000,000 (all-cash)
Fully Diluted Shares | 12,000,000
Per-Share Consideration | $4.00
Indemnification Escrow | $4,800,000 (10% of deal value), 18-month hold
Escrow Agent | Caravel Trust Company, N.A.
R&W Policy Limit | $9,600,000 (20% of deal value)
R&W Retention | $960,000 (2% of deal value)
R&W Underwriter | Meridian Indemnity Group, Inc.
Tessera FY2025 Revenue | $38,400,000
Tessera FY2025 Adj. EBITDA | $5,100,000
EV/Revenue Multiple | 1.25×
EV/Adj. EBITDA Multiple | ~9.41×
Tessera Cumulative Loan Originations | ~$1.2 billion (since 2018)
Tessera Lending Licenses | 42 states + D.C.
Bank Partner | Ridgeline Community Bank (FDIC Cert. 35218)
Program Agreement Ref. | TLI-RCB-2020-001 (dated March 15, 2020; renewed through 12/31/2027)
Merger Sub (to be formed) | BRB Acquisition Sub, Inc. (Delaware)
Mutual NDA Reference | NDA-BRB-TLI-2026-001
Buyer's Counsel | Calderwood & Harkness LLP
Responsible Partner | Beatrice Holloway
Billing Partner | James Prentice
Lead Associate | Andrew Fitzpatrick
Working Associate | Naomi Petersen
Specialist Partner (Tax) | Sylvia Hartwell
Target's Counsel | Kessler, Aldrich & Voss LLP (Randall T. Kessler / Priya D. Venkatesh)
Buyer's Financial Advisor | Hargrove Mercer & Co. (Phillip N. Godfrey)
Target's Financial Advisor | Ashford Keane Partners LLC (Diane R. Okamoto)
Buyer's Auditor | Graystone & Albright LLP
Target's Auditor | Whitfield Thorpe LLP
Engagement Opened | January 22, 2026
NDA Target Execution | February 14, 2026
Diligence Commencement (est.) | March 2026
Targeted Signing | Q2 2026
Targeted Closing | Q3 2026
[sheet: Reference — Capitalization]
Holder | Shares | Percentage | Merger Consideration at $4.00/Share | Less Pro Rata Escrow Holdback | Net Closing Payment
Vikram S. Narayan | 3,744,000 | 31.2% | $14,976,000 | $1,497,600 | $13,478,400
Elena M. Castillo | 2,736,000 | 22.8% | $10,944,000 | $1,094,400 | $9,849,600
Pinnacle Ventures Fund III, LP | 3,180,000 | 26.5% | $12,720,000 | $1,272,000 | $11,448,000
Broadleaf Growth Capital, LLC | 1,440,000 | 12.0% | $5,760,000 | $576,000 | $5,184,000
Employee/Angel Pool (Options & RSUs) | 900,000 | 7.5% | $3,600,000 | $360,000 | $3,240,000
TOTAL | 12,000,000 | 100.0% | $48,000,000 | $4,800,000 | $43,200,000
[sheet: Reference — Timeline]
Date | Milestone / Event | Status
2018 | Tessera Lending, Inc. founded | Completed
March 15, 2020 | Tessera–Ridgeline bank-partnership program agreement (TLI-RCB-2020-001) executed | Completed
2021 | Pinnacle Ventures led Tessera Series B financing | Completed
December 31, 2025 | BRB and Tessera fiscal year-end; balance sheet / financials reference date | Completed
January 22, 2026 | Calderwood & Harkness LLP engagement opened (1045-00005) | Completed
January 28, 2026 | Internal structuring memorandum circulated | Completed
January 30, 2026 | Tax structuring memorandum circulated (Sylvia Hartwell) | Completed
February 3, 2026 | Regulatory approval analysis memorandum circulated | Completed
February 4, 2026 | Preliminary due diligence request list prepared | Completed
February 5, 2026 | Preliminary draft merger agreement circulated for internal client review | Completed
February 10, 2026 | Introduction letter sent to Kessler, Aldrich & Voss LLP (Randall T. Kessler) | Completed
February 14, 2026 | Mutual NDA (NDA-BRB-TLI-2026-001) — target execution date | Pending
March 2026 (est.) | Diligence phase commencement | Estimated
Q2 2026 (est.) | Targeted signing of definitive Agreement and Plan of Merger | Estimated
Q2–Q3 2026 (est.) | Regulatory approval period (OCC, state licensing) | Estimated
Q3 2026 (est.) | Targeted closing | Estimated
December 31, 2027 | Tessera–Ridgeline program agreement renewal expiration | Estimated

[sheet: Open Items Tracker]

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