Contract analysis

I. Executive Summary The purpose of this memorandum is to analyze the availability of the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), the Rule 144A resale safe harbor promulgated thereunder, the Trust Indenture Act of 1939 exemption, and related transfer restriction and book-entry mechanics for Belmont Ridge Bank, National Association's ("BRB") p

1. The initial sale of the Notes by BRB to the three Initial Purchasers satisfies the requirements of the Section 4(a)(2) private placement exemption from Securities Act registration.

2. Rule 144A under the Securities Act provides a safe harbor for the resales of the Notes by the Initial Purchasers to persons they reasonably believe are QIBs, and all conditions of Rule 144A are satisfied by the proposed transaction structure.

3. The Notes are exempt from the qualification requirements of the Trust Indenture Act of 1939, as amended (the "TIA"), under Section 304(a)(4)(A) of the TIA because BRB is a national banking association and is the direct issuer of the Notes.

4. The Notes, when resold under Rule 144A, constitute "covered securities" under Section 18(b)(4)(D) of the Securities Act, thereby preempting state blue sky registration requirements.

5. The transfer restrictions and restrictive legend requirements contemplated by the Indenture, the Purchase Agreement, and the Registration Rights Agreement are appropriate and consistent with the exemptions relied upon.

6. The anti-fraud provisions of Section 10(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Rule 10b-5 thereunder, and Section 17(a) of the Securities Act continue to apply notwithstanding the registration exemption, and the Offering Memorandum has been prepared consistent with the standard of care required by those provisions. This memorandum addresses each of these matters in detail in th

II. Background and Transaction Overview A. The Issuer Belmont Ridge Bank, National Association is a national banking association organized and existing under the laws of the United States, chartered under the National Bank Act and regulated by the Office of the Comptroller of the Currency ("OCC") (OCC Charter No. 18742). BRB maintains its principal executive offices at 600 Lexington Avenue, 38th Floor, New York, New

III. Section 4(a)(2) Exemption — Initial Placement A. Statutory Framework

Section 5 of the Securities Act establishes the general prohibition on the offer and sale of securities without an effective registration statement. Specifically, Section 5(a) makes it unlawful to sell a security through the use of any means or instruments of transportation or communication in interstate commerce or of the mails unless a registration statement is in effect as to such security. Section 5(c) separately

Section 4(a)(2) of the Securities Act provides an exemption from the registration requirements of Section 5 for "transactions by an issuer not involving any public offering." This exemption is commonly referred to as the "private placement" exemption. Section 4(a)(2) is a transactional exemption — it exempts the particular transaction, not the securities themselves. As a consequence, securities sold in reliance on Se

IV. Rule 144A Resale Safe Harbor A. Statutory and Regulatory Framework Rule 144A under the Securities Act (17 C.F.R. § 230.144A) was adopted by the SEC in 1990 to provide a non-exclusive safe harbor from the registration requirements of Section 5 of the Securities Act for resales of certain restricted securities to QIBs. See SEC Release No. 33-6862 (April 23, 1990). Rule 144A was designed to increase the liquidity of

1. Eligible Securities (Rule 144A(d)(3)). Rule 144A(d)(3) provides that the securities being resold may not be, at the time of the Rule 144A resale, of the same class as securities listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted on a U.S. automated inter-dealer quotation system. The purpose of this restriction is to prevent the development of a parallel unregistered m

2. Qualified Institutional Buyers (Rule 144A(a)(1)). The QIB concept is central to the Rule 144A framework. Rule 144A(a)(1)(i) defines a QIB as an institution that, in the aggregate, owns and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliated with the institution. For purposes of this definition, "securities" includes a broad range of instruments, subject to certai

3. Seller's Reasonable Belief (Rule 144A(d)(1)). Rule 144A(d)(1) requires that the seller (in this case, each Initial Purchaser) reasonably believe that the purchaser is a QIB that is purchasing the securities for its own account or for the account of another QIB. This is an objective standard — the seller must have a reasonable basis for its belief, not merely a subjective hope or assumption. The Purchase Agreement

4. Notice Requirement (Rule 144A(d)(2)). Rule 144A(d)(2) requires the seller to take reasonable steps to ensure that the purchaser is aware that the seller may be relying on the exemption from the registration provisions of the Securities Act provided by Rule 144A. This condition is designed to put the purchaser on notice that the securities are restricted and that the seller is not making a registered public offerin

5. Information Requirement (Rule 144A(d)(4)). Rule 144A(d)(4) imposes an information requirement on the issuer when the issuer is not a reporting company under the Exchange Act. Specifically, the rule provides that a holder of the securities and a prospective purchaser designated by such holder must have the right to obtain from the issuer, upon request, "reasonably current" information, including: (i) a brief statem

V. Trust Indenture Act Exemption A. General Requirement The Trust Indenture Act of 1939, as amended (the "TIA"), generally requires that debt securities offered to the public in interstate commerce be issued under an indenture that has been "qualified" with the SEC. Qualification requires the filing of an indenture with the SEC (typically as an exhibit to a Securities Act registration statement) and compliance with t

Section 304(a)(4)(A) of the TIA provides an exemption from the TIA's qualification requirements for "any security issued or guaranteed by" certain enumerated entities, including "any bank." For purposes of the TIA, the term "bank" is defined in Section 303(6) of the TIA by reference to the definition in the Securities Act, which includes a national banking association. BRB is a national banking association chartered

VI. Securities Act Section 18 — Blue Sky Preemption A. Covered Securities under Section 18(b)(1) and (b)(4)

Section 18 of the Securities Act, as amended by the National Securities Markets Improvement Act of 1996 ("NSMIA"), preempts state securities ("blue sky") registration and qualification requirements for "covered securities." The purpose of Section 18 is to eliminate the duplicative and potentially conflicting regulatory burdens that arise when an offering of securities is subject to both federal and state registration

Section 18(b)(4)(D) of the Securities Act provides that a security is a "covered security" if it is "offered or sold in a transaction that is exempt from registration under this title pursuant to ... rules or regulations issued under section 4(a)(2) ... to qualified institutional buyers, as defined in rule 144A(a)." This provision encompasses securities sold in Rule 144A transactions to QIBs. The Notes, when resold b

VII. Transfer Restrictions and Legend Requirements A. Restricted Securities Status The Notes are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act. Under Rule 144(a)(3)(ii), securities are "restricted securities" if they are "acquired from the issuer ... in a transaction or chain of transactions not involving any public offering." Because BRB is selling the Notes to the Initial Pur

VIII. DTC Book-Entry Mechanics A. Global Note Deposited with DTC The Notes will be represented by a single Rule 144A Global Note (the "Global Note") in fully registered form, registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC"). The Global Note will be deposited with, or on behalf of, DTC and will remain on deposit with DTC until the earlier of its maturity, the exchange of the No

IX. Registration Rights Agreement Considerations A. Overview. In connection with the closing of the offering, BRB and the Initial Purchasers will enter into a Registration Rights Agreement, dated as of February 24, 2026 (the "Registration Rights Agreement"). The Registration Rights Agreement provides that BRB will use commercially reasonable efforts to either: (a) file a shelf registration statement with the SEC on a