Contract analysis

1. The following is a true, correct, and complete copy of certain resolutions (the "Resolutions") duly adopted by the Board of Directors of Belmont Ridge Bank, National Association (the "Board") at a meeting of the Board duly called and held on January 28, 2026, at which meeting a quorum of the directors of the Bank was present and acting throughout in accordance with the Articles of Association and Bylaws of the Ban

2. Such Resolutions have not been amended, modified, rescinded, or revoked in whole or in part since the date of their adoption, and such Resolutions remain in full force and effect as of the date hereof.

3. The Articles of Association and Bylaws of the Bank have not been amended, supplemented, or otherwise modified since the date of the meeting described above in any manner that would affect, limit, or impair the authority granted by these Resolutions or the power of the officers named herein to act thereunder.

4. The meeting at which the Resolutions were adopted was duly called and noticed in accordance with the Bylaws of the Bank, the Articles of Association, and all applicable laws, rules, and regulations, including the regulations of the Office of the Comptroller of the Currency. RESOLUTIONS OF THE BOARD OF DIRECTORS OF BELMONT RIDGE BANK, NATIONAL ASSOCIATION Adopted January 28, 2026 RECITALS. WHEREAS, the Bank is a na

ARTICLE I — AUTHORIZATION OF THE NOTES AND THE OFFERING RESOLVED, that the Bank is hereby authorized to create, issue, and sell, in one or more closings, up to Three Hundred Fifty Million Dollars ($350,000,000) in aggregate principal amount of 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036, on the following material terms and conditions: Aggregate Principal Amount: $350,000,000. Coupon (Fixed Rate Period):

ARTICLE II — AUTHORIZATION OF THE INDENTURE RESOLVED, that the Bank is hereby authorized to enter into the Indenture, to be dated as of the closing date of the Offering (the closing date being currently expected to be February 24, 2026, or such other date as the Authorized Officers may determine in their discretion) (the "Closing Date"), by and between the Bank, as issuer, and Brindoval Trust Company, National Associ

ARTICLE III — AUTHORIZATION OF THE PURCHASE AGREEMENT RESOLVED, that the Bank is hereby authorized to enter into the Purchase Agreement with the following Initial Purchasers: (a) Wainwright Zanthor & Co., LLC, with offices at 383 Madison Avenue, New York, New York 10179, acting as Representative of the Initial Purchasers and lead bookrunner; (b) Redstone Capital Markets LLC, with offices at 200 Park Avenue, Suite 450

ARTICLE IV — AUTHORIZATION OF THE REGISTRATION RIGHTS AGREEMENT RESOLVED, that the Bank is hereby authorized to enter into the Registration Rights Agreement, to be dated as of the Closing Date, by and between the Bank and the Initial Purchasers, providing for, among other things, the Bank's obligation to file a shelf registration statement under the Securities Act or to consummate a registered exchange offer with res

ARTICLE V — AUTHORIZATION OF THE OFFERING MEMORANDUM AND RELATED DISCLOSURE DOCUMENTS RESOLVED, that the preparation, execution, and distribution of the following documents in connection with the Offering and sale of the Notes to QIBs are hereby authorized, approved, and ratified in all respects: (a) the Preliminary Confidential Offering Memorandum dated February 14, 2026 (the "Preliminary Offering Memorandum"), incl

ARTICLE VI — AUTHORIZATION OF THE GLOBAL NOTE RESOLVED, that the Bank is hereby authorized to execute and deliver one or more Rule 144A Global Notes in fully registered form representing the aggregate principal amount of $350,000,000 of the Notes (or such lesser amount as may be finally determined by the Authorized Officers), substantially in the form attached as an exhibit to the Indenture, and to cause each such Gl

ARTICLE VII — REGULATORY FILINGS AND APPROVALS RESOLVED, that the Authorized Officers are hereby authorized and directed to take the following actions in connection with regulatory filings and approvals related to the Offering: (a) OCC Non-Objection: File with the Office of the Comptroller of the Currency, or cause to be filed, the notice required under 12 C.F.R. § 5.47 regarding the issuance of the Notes as subordin

ARTICLE VIII — USE OF PROCEEDS RESOLVED, that the net proceeds of the Offering, estimated at approximately Three Hundred Forty-Five Million Seven Hundred Thousand Dollars ($345,700,000) after deduction of the initial purchasers' discount of $2,275,000 and estimated offering expenses of $1,150,000 (as further described herein), together with any additional amounts received if the final aggregate principal amount excee

ARTICLE IX — EXPENSE APPROVALS RESOLVED, that the Bank is hereby authorized to pay or reimburse, as applicable, the following estimated expenses incurred or to be incurred in connection with the Offering, and the Authorized Officers are authorized to approve, execute, and deliver engagement letters, fee agreements, and payment instructions with respect thereto: RESOLVED FURTHER, that the Authorized Officers are autho

ARTICLE X — DESIGNATION OF AUTHORIZED OFFICERS RESOLVED, that each of the following officers of the Bank (each, an "Authorized Officer" and, collectively, the "Authorized Officers") is hereby authorized and empowered, acting singly or together with one or more other Authorized Officers, to execute and deliver, in the name and on behalf of the Bank, the Indenture, the Purchase Agreement, the Registration Rights Agreem

ARTICLE XI — RATIFICATION OF PRIOR ACTIONS RESOLVED, that all actions heretofore taken by any officer, director, employee, agent, or authorized representative of the Bank in connection with the proposed Offering, including without limitation the following actions, are hereby ratified, confirmed, and approved in all respects as the acts and deeds of the Bank: (a) the engagement of Calderwood & Harkness LLP as issuer's

ARTICLE XII — GENERAL AUTHORITY RESOLVED, that the Authorized Officers, acting singly or together, are hereby authorized and empowered to take or cause to be taken any and all such further actions, and to execute and deliver, or cause to be executed and delivered, any and all such further documents, instruments, certificates, agreements, notices, and filings, in the name and on behalf of the Bank, as any such officer