Contract analysis

1. Purpose and Overview of Engagement The Firm will represent BRB in connection with the proposed private placement of subordinated notes in an aggregate principal amount of up to Three Hundred Fifty Million Dollars ($350,000,000) (the "Notes") pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), to qualified institutional buyers ("QIBs") within the meaning of Rule 144A (the "Off

2. Scope of Representation The Firm's representation of BRB will include, but not be limited to, the following categories of legal services: 2.1 Transaction Documentation We will draft, review, negotiate, and revise the following principal transaction documents in connection with the Offering: (a) Indenture. The indenture to be entered into between BRB, as issuer, and a trustee to be designated (the "Trustee"), which

3. Matters Outside the Scope of This Engagement To avoid any misunderstanding, we wish to clarify that this engagement does not include the following: (a) Representation of BRFG. The Firm is not being engaged to represent Belmont Ridge Financial Group, Inc. in its own capacity in connection with this Offering or in any other matter. Although the Firm will assist with the preparation of board resolutions of BRFG ackno

4. Client Identification We wish to confirm that our client in this engagement is Belmont Ridge Bank, National Association, and BRB alone. While the Firm may, in the course of this engagement, interact with officers, directors, and employees of BRFG (as the holding company and sole shareholder of BRB), and may receive information and instructions from such persons acting in their capacity as officers or directors of

5. Engagement Team The following attorneys will serve as the principal members of the Firm's engagement team for this matter: Vivienne St. Claire, Partner, Capital Markets — Responsible Partner. Ms. St. Claire will serve as the primary point of contact for BRB and will have overall supervisory responsibility for the engagement, including strategic direction, key negotiations, and the rendering of legal opinions. Robe

6. Fees and Billing Arrangements 6.1 Estimated Fees Based on our current understanding of the transaction scope and complexity, the Firm estimates that its total professional fees for this engagement will be approximately Four Hundred Twenty-Five Thousand Dollars ($425,000), inclusive of all attorney and professional staff time. This estimate is based on the following assumptions: (a) The Offering will be structured

7. Confidentiality The Firm acknowledges that, in the course of this engagement, it will receive confidential and proprietary information of BRB, including, without limitation, financial data, strategic plans, customer information, regulatory examination materials, and other nonpublic information (collectively, "Confidential Information"). The Firm will maintain all Confidential Information in strict confidence in ac

8. Conflicts of Interest The Firm has conducted a conflicts check based on the information currently available to it, including the identities of BRB, BRFG, and their respective officers and directors, and the identities of the prospective Initial Purchasers to the extent known. Based on the results of that review, the Firm does not believe that any conflict of interest exists that would prevent the Firm from represe

9. Document Retention Upon the conclusion of this matter, the Firm will retain the engagement files and documents (including electronic files) in accordance with its standard document retention policy. Under the Firm's current policy, engagement files are retained for a period of ten (10) years following the conclusion of the matter, after which the Firm may destroy or dispose of the files in accordance with its stan

10. Termination Either party may terminate this engagement at any time upon written notice to the other party. In the event of termination by either party: (a) BRB will remain responsible for the payment of all fees and disbursements incurred by the Firm through the date of termination, in accordance with the billing arrangements set forth in Section 6 of this letter. (b) Upon termination, the Firm will take reasonab

11. Limitation of Liability Calderwood & Harkness LLP is a registered limited liability partnership organized under the laws of the State of New York. In accordance with Section 26(c) of the New York Partnership Law, the partners, of-counsel attorneys, and employees of the Firm are not personally liable for any debts, obligations, or liabilities of the partnership, whether arising in contract, tort, or otherwise, sol

12. No Guarantee of Outcome The Firm's agreement to represent BRB in connection with this Offering does not constitute, and shall not be construed as, a guarantee or assurance of any particular outcome or result. While the Firm will exercise its professional judgment and best efforts in connection with the representation, the successful completion of the Offering is subject to numerous factors outside the Firm's cont

13. Governing Law This engagement letter shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to its conflict of laws principles. Any dispute arising out of or relating to this engagement letter or the Firm's representation of BRB hereunder shall be subject to the exclusive jurisdiction of the courts of the State of New York located in the Borough of Manhattan

14. Acceptance and Counterparts We respectfully request that BRB confirm its acceptance of the terms of this engagement by having an authorized representative sign and return a copy of this letter to the Firm. This letter may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Execution and delivery of this letter