Extract to table

OCC-2025-003 (the "Consent Order") against BRB, identifying significant deficiencies in BRB's Bank Secrecy Act / Anti-Money Laundering ("BSA/AML") compliance program, including but not limited to: (i) inadequate screening against the Office of Foreign Assets Control ("OFAC") sanctions lists; (ii) deficient Suspicious Activity Report ("SAR") filing timeliness and narrative quality; (iii) insufficient Customer Due Diligence and Enhanced Due Diligence ("CDD/EDD") for high-risk customers, particularly those onboarded through BaaS fintech partner channels; (iv) inadequate transaction monitoring model validation and tuning; and (v) board-level oversight deficiencies in BSA/AML program governance; WHEREAS, the Consent Order requires BRB to submit a Comprehensive Remediation Action Plan (the "Remediation Action Plan" or "RAP") to the OCC by May 15, 2025, and to achieve full compliance program implementation by February 15, 2026; WHEREAS, BRB has engaged Calderwood & Harkness LLP ("Outside Counsel") as outside regulatory counsel to advise BRB in connection with the Consent Order and remediation efforts, and has further engaged Thornfield Consulting Group LLC (the "Independent Consultant") as the OCC-mandated independent consultant under engagement reference TCG-BRB-2025-001, to advise on and oversee the remediation program pursuant to Article VII of the Consent Order; WHEREAS, BRB requires temporary compliance staffing resources to support its remediation efforts across multiple critical workstreams, including: (i) clearance of a SAR investigation backlog consisting of approximately 2,400 unreviewed alerts as of September 2024; (ii) a SAR lookback project encompassing retrospective review of historical transactions and alert dispositions; (iii) CDD/EDD remediation for approximately 47,000 high-risk customer accounts; and (iv) ongoing transaction monitoring alert review and disposition; WHEREAS, Pinnacle Compliance Solutions LLC ("Pinnacle") is a New York limited liability company possessing specialized expertise and operational capacity to provide qualified BSA/AML compliance professionals on a managed services basis to financial institutions undertaking regulatory remediation programs; WHEREAS, the Board of Directors of BRB has authorized a total remediation budget of Forty-Two Million Five Hundred Thousand Dollars ($42,500,000) (exclusive of the Fourteen Million Five Hundred Thousand Dollars ($14,500,000) civil money penalty assessed under the Consent Order), of which Three Million Six Hundred Thousand Dollars ($3,600,000) has been allocated to temporary compliance staffing services; WHEREAS, the parties wish to set forth the terms and conditions under which Pinnacle will provide managed compliance staffing services to BRB in support of BRB's BSA/AML remediation program; NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations, and warranties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: ARTICLE I — DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below

Capitalized terms used but not otherwise defined in this Article I shall have the meanings ascribed to them elsewhere in this Agreement

Managed Staff shall adhere to BRB's SAR narrative drafting standards, investigation protocols, and filing procedures in all respects

All work product generated in connection with the SAR Lookback Project shall be subject to the Privilege Protocol established by Calderwood & Harkness LLP

Managed Staff assigned to the Transaction Monitoring workstream shall conduct daily review and disposition of transaction monitoring alerts generated by the Veridian TMS (currently v

Managed Staff assigned to the OFAC Screening workstream shall assist BRB with the review and disposition of OFAC screening hits across all business lines, including BaaS channels