Contract analysis

I. Executive Summary The purpose of this memorandum is to analyze whether the proposed $350,000,000 aggregate principal amount of 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036 (the "Notes") to be issued by Belmont Ridge Bank, National Association ("BRB"), a nationally chartered commercial bank (OCC Charter No. 18742), qualify as Tier 2 capital under the Office of the Comptroller of the Currency's ("OCC")

II. Background and Transaction Overview A. The Issuer Belmont Ridge Bank, National Association is a national banking association chartered under the National Bank Act, 12 U.S.C. § 21 et seq., and supervised by the OCC. BRB operates under OCC Charter No. 18742, and is identified by RSSD ID 2847391 and FDIC Certificate No. 28463. BRB is headquartered at 600 Lexington Avenue, 38th Floor, New York, New York 10022. BRB is

III. Applicable Regulatory Framework A. Basel III Implementation — Overview The Basel III framework was adopted by the Basel Committee on Banking Supervision ("Harborline Assurance") in December 2010 (revised June 2011) as a comprehensive set of reform measures designed to strengthen the regulation, supervision, and risk management of the banking sector. Among the central objectives of Basel III is the establishment

Section 3.20(d) of the OCC Capital Rules sets forth the criteria that an instrument must satisfy in order to qualify for inclusion in Tier 2 capital. These criteria are designed to ensure that Tier 2 instruments possess sufficient loss-absorbing characteristics to supplement Tier 1 capital in supporting the bank's risk-weighted asset base. Tier 2 capital, together with Tier 1 capital, comprises "total capital" for pu

IV. Tier 2 Capital Eligibility Criteria — Element-by-Element Analysis This Section IV provides a detailed element-by-element analysis of the Notes against each of the eligibility criteria for Tier 2 capital instruments set forth in 12 C.F.R. § 3.20(d)(1). For each criterion, we state the regulatory requirement, analyze the relevant terms of the Notes and the Indenture, and state our conclusion as to whether the crite

I. Criterion 9: Ability to Cancel Dividends/Coupons Without Triggering Default (Not Applicable) Requirement. Under the Basel III framework as implemented by the OCC, Additional Tier 1 capital instruments are required to include a provision permitting the issuer to cancel dividend or coupon payments at its discretion without triggering an event of default. See 12 C.F.R. § 3.20(c)(1)(v). This requirement applies exclus

V. OCC Prior Approval and Filing Requirements A. Pre-Issuance Notice under 12 C.F.R. § 5.47 As discussed in Section III.C above, BRB filed a pre-issuance notice with the OCC in accordance with 12 C.F.R. § 5.47 prior to the proposed issuance of the Notes. The notice, prepared with the assistance of Calderwood & Harkness and BRB's internal legal and treasury teams, described the proposed terms of the Notes, the intende

VI. Impact on BRB's Regulatory Capital Ratios A. Current Capital Position (as of December 31, 2025) Based on BRB's most recent Call Report (FFIEC 031) filed for the quarter ended December 31, 2025, BRB's key regulatory capital metrics are as follows: BRB's existing $200,000,000 5.250% Subordinated Notes due 2027 were issued on November 15, 2017, and mature on November 15, 2027. These notes have been in their final fi

VII. Comparison with Existing Subordinated Debt The following table compares the key terms of the new Notes with BRB's existing subordinated debt: The new Notes are structurally consistent with the existing 2027 notes in terms of subordination, ranking, and Tier 2 capital eligibility. The principal evolution in market terms reflected in the new Notes is the fixed-to-floating rate coupon structure, which has become th

VIII. Summary of Compliance — Checklist Format The following table summarizes the element-by-element compliance analysis set forth in Section IV above: All eight criteria are satisfied. The Notes qualify as Tier 2 capital instruments under 12 C.F.R. § 3.20(d)(1).

IX. Risk Factors and Qualifications The analysis set forth in this memorandum is subject to the following assumptions, limitations, and qualifications:

1. Draft Documents. The analysis is based on the Draft Indenture dated February 7, 2026 and the related transaction documents reviewed in connection with the preparation of this memorandum. We assume that the Indenture will be executed in substantially the form reviewed, without material modification to the terms relevant to the Tier 2 capital analysis. Any material changes to the Indenture between the date of this m

2. Closing and Settlement. The analysis assumes that the Notes will be duly authorized, executed, authenticated, delivered, and settled on the Closing Date (expected February 24, 2026), and that BRB will receive the full gross proceeds of the offering ($349,125,000) in immediately available funds on such date.

3. No Change in Law. The analysis assumes that there will be no changes in applicable law, regulation, or regulatory interpretation between the date of this memorandum and the Closing Date that would alter the Tier 2 capital eligibility criteria or the requirements for issuance of subordinated debt by national banks. We note that the regulatory landscape for bank capital requirements continues to evolve, and future r

4. No Self-Purchase. The analysis assumes that BRB will not purchase, and will not directly or indirectly fund the purchase of, the Notes, either at issuance or at any time thereafter. Compliance with this criterion is an ongoing obligation, and any future acquisition of the Notes by BRB or an affiliate would require appropriate regulatory capital treatment (including potential deduction from Tier 2 capital).

5. Regulatory Changes. Changes in OCC regulations, policy statements, interpretive guidance, or examination practices could affect the Tier 2 capital treatment of the Notes in the future. This risk is the basis for the inclusion of the "Regulatory Capital Treatment Event" redemption provision in the Indenture, which would allow BRB to redeem the Notes if they cease to qualify as Tier 2 capital due to a change in law

6. Scope of Memorandum. This memorandum is prepared for internal Calderwood & Harkness use only and for the use of BRB and BRFG in connection with the referenced transaction. It does not constitute a legal opinion regarding the due authorization, valid issuance, binding effect, or enforceability of the Notes, the Indenture, or any related transaction document. A formal closing opinion addressing these matters, togeth

7. Tax Matters. This memorandum does not address the U.S. federal, state, or local income tax treatment of the Notes, including the deductibility of interest payments by BRB, the tax treatment of the original issue discount arising from the issuance of the Notes at 99.750% of par, or the tax consequences to holders. These matters are the subject of separate tax advice being provided by BRB's tax advisors.

X. Conclusion Based on the foregoing analysis, we conclude that the 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036 satisfy all of the eligibility criteria for Tier 2 capital instruments under 12 C.F.R. § 3.20(d)(1)(i) through (viii). Each element of the regulatory framework has been addressed in the terms of the Indenture and the Notes, and we have identified no provision in the transaction documents that

8. Basel III: A Global Regulatory Framework for More Resilient Banks and Banking Systems, Basel Committee on Banking Supervision, December 2010 (revised June 2011), providing the international framework upon which the U.S. implementation rules are based, including the criteria for inclusion of instruments in Tier 2 capital at paragraphs 58–65. Appendix B: Key Defined Terms from the Indenture The following are the key