Contract analysis

1. Introduction and Purpose The purpose of this memorandum is to provide the Calderwood & Harkness LLP engagement team and Belmont Ridge Bank, National Association's ("BRB" or the "Issuer") in-house legal team (attention: Diane K. Wexler, General Counsel & Corporate Secretary) with a concise yet comprehensive summary of BRB's material obligations, deadlines, and potential liability exposure under that certain Registr

2. Overview of Registration Rights Pathways The RRA establishes two distinct pathways by which BRB may satisfy its registration obligations with respect to the Notes: (i) an exchange offer pathway, which constitutes BRB's primary obligation, and (ii) a shelf registration pathway, which serves as an alternative or supplemental obligation triggered under certain specified circumstances. Each pathway is summarized below

3. Exchange Offer Obligations — Detailed Deadlines and Requirements This Section 3 sets forth in detail BRB's obligations with respect to the filing, effectiveness, commencement, and consummation of the Exchange Offer, including all applicable deadlines and procedural requirements specified in the RRA. 3.1 Filing of Exchange Offer Registration Statement Deadline: Pursuant to Section 2(a) of the RRA, BRB must file wit

4. Shelf Registration Obligations — Trigger Events and Deadlines This Section 4 sets forth BRB's obligations with respect to the filing and maintenance of a shelf registration statement covering the resale of the Initial Notes, including the circumstances under which such obligations are triggered and the applicable deadlines. 4.1 Events Triggering the Shelf Registration Obligation Pursuant to Section 3(a) of the RRA

5. Liquidated Damages Provisions The RRA contains a detailed liquidated damages framework that serves as the primary financial consequence for BRB's failure to satisfy its registration obligations within the prescribed timeframes. The parties to the RRA have agreed that the liquidated damages set forth below represent a reasonable pre-estimate of the damages that holders of the Notes would suffer in the event of a re

6. Notice Requirements The RRA imposes extensive notice obligations on BRB, the holders of the Notes, and the Initial Purchasers. Timely compliance with these notice requirements is critical both to the orderly administration of the registration rights framework and to the avoidance of potential Registration Defaults. The key notice obligations are summarized below. 6.1 Notices to Holders BRB must provide written not

7. Critical Dates Timeline Chart The following chart summarizes the critical dates and deadlines under the RRA. The engagement team and BRB's in-house legal department should docket all of the dates set forth below, together with the internal advance target dates recommended in Section 11. Dates that fall on a weekend or federal holiday should be adjusted in accordance with the RRA's business day convention (next suc

8. Notice Addresses Under the RRA All notices, requests, demands, and other communications required or permitted under the RRA must be delivered to the parties at the following addresses (or at such other address as a party may designate by notice in accordance with the RRA): The engagement team should maintain a current contact list for all parties and should confirm email addresses for each contact person listed ab

9. BRB's Ongoing Covenants and Cooperation Obligations In addition to the specific registration obligations described in Sections 3 and 4, the RRA imposes certain ongoing covenants and cooperation obligations on BRB. These obligations are summarized below. 9.1 SEC Reporting and Availability of Information BRB must use commercially reasonable efforts to comply with the reporting requirements of the Exchange Act and to

10. Interaction with Other Transaction Documents The RRA is one of several interrelated transaction documents entered into in connection with the issuance of the Notes. The engagement team should be aware of the following interactions between the RRA and the other principal transaction documents: Purchase Agreement (dated February 19, 2026). The Purchase Agreement, entered into among BRB and the Initial Purchasers, g

11. Key Action Items and Docketing Recommendations Based on the foregoing analysis, the engagement team recommends that the following action items be docketed and tracked. For each external deadline, an internal advance target date is recommended to provide a reasonable cushion against unforeseen delays.

1. Docket August 23, 2026 — Deadline to file Exchange Offer Registration Statement with SEC (180 days after Closing). Internal target date: August 1, 2026 (providing a cushion of approximately 20 calendar days). The engagement team should begin drafting the Exchange Offer Registration Statement no later than May 2026 to allow sufficient time for internal review, EDGAR formatting, and pre-filing coordination with BRB'

2. Docket November 21, 2026 — Effectiveness deadline for Exchange Offer Registration Statement (270 days after Closing). Recommendation: commence weekly status checks with the assigned SEC examiner beginning approximately 60 days after filing (estimated early October 2026). If SEC comments are received, response letters should be prepared and filed within 10 business days of receipt to maximize the likelihood of time

3. Docket January 20, 2027 — Consummation deadline for Exchange Offer (330 days after Closing). Recommendation: launch the Exchange Offer (i.e., commence the offer period) no later than 30 business days before this date to allow sufficient time for the 20-business-day minimum offer period, settlement mechanics, and issuance of Exchange Notes. Working backward from January 20, 2027, the Exchange Offer should commence

4. Docket February 24, 2028 — End of shelf registration effectiveness period (if applicable). This date is relevant only if a Shelf Trigger Event occurs and a shelf registration statement is filed and declared effective. If no Shelf Trigger Event occurs, this date may be removed from the docket after consummation of the Exchange Offer.

5. Coordinate with BRB Internal Stakeholders: • Jonathan R. Talbott, Treasurer, BRB — regarding internal cash flow planning for potential Liquidated Damages exposure, DTC coordination for Exchange Note issuance, and interest payment logistics; • Diane K. Wexler, General Counsel, BRB — regarding internal timetable for board or committee action necessary to authorize the Exchange Offer or shelf filing, including any re

6. Coordinate with Whitmore & Lathrop, P.C. (Gregory D. Fontaine, Lead Audit Partner) regarding any comfort letter or consent requirements in connection with the Exchange Offer Registration Statement, including the scope of any required accountant's consent for incorporation of audited financial statements and the timing for delivery of such consent.

7. Coordinate with Brindoval Trust Company, N.A. (Helen M. Briggs, Corporate Trust Officer) regarding the mechanics of exchanging book-entry interests in the Initial Notes for book-entry interests in the Exchange Notes through DTC (DTC Participant No. 0447), including the preparation of all necessary ATOP (Automated Tender Offer Program) documentation and coordination with DTC's underwriting department.

8. Track All SEC Staff Comments received on the Exchange Offer Registration Statement (or any shelf registration statement) and share promptly with Pennfield & Associates LLP (Thomas R. Kessler / Nadia Volkov) and Wainwright Zanthor & Co., LLC (Douglas P. Moreno), in accordance with the notice and cooperation obligations described in Sections 3.5 and 6.3 above.

12. Conclusion In summary, BRB's primary obligation under the Registration Rights Agreement is to complete a registered Exchange Offer for the Initial Notes within 330 days of the Closing Date (i.e., by January 20, 2027). This obligation encompasses interim milestones, including the filing of the Exchange Offer Registration Statement within 180 days (by August 23, 2026) and the achievement of effectiveness within 270