Contract analysis

ARTICLE I — PURPOSE The purpose of the Audit Committee (the "Committee") of the Board of Directors (the "Board") of Belmont Ridge Bank NA (the "Bank") is to assist the Board in fulfilling its oversight responsibilities with respect to: (a) the integrity of the Bank's financial statements and financial reporting processes; (b) the Bank's compliance with legal and regulatory requirements applicable to financial reporti

ARTICLE II — COMPOSITION AND MEMBERSHIP

Section 2.1 — Number of Members The Committee shall consist of no fewer than three (3) and no more than members of the Board. Each member of the Committee shall be appointed in accordance with Section 2.4 of this Charter and shall serve until such member's successor is duly appointed, or until such member's earlier resignation, removal, or death. As of the date of this Charter, the Committee is composed of five (5) m

Section 2.2 — Independence Requirements Each member of the Committee shall satisfy the independence requirements of: (a) Nasdaq Listing Rule 5605(a)(2) (general independence standard) and Rule 5605(c)(2) (audit committee-specific independence standard); (b) SEC Rule 10A-3(b)(1) under the Exchange Act, including the prohibitions on receipt of compensatory fees (other than director fees) and affiliated-person relations

Section 2.3 — Financial Literacy and Financial Expert Each member of the Committee shall be "financially literate," as determined by the Board in its business judgment, or shall become financially literate within a reasonable time after appointment to the Committee. For purposes of this requirement, "financial literacy" includes the ability to read and understand fundamental financial statements, including a company'

Section 2.4 — Appointment and Tenure Members of the Committee shall be appointed annually by the Board upon the recommendation of the Governance & Nominating Committee (current Chair: Margaret R. Ellsworth). The Board shall designate the Chair of the Committee from among the Committee's members. Committee members shall serve for one-year terms, commencing upon appointment by the Board and ending upon the appointment

Section 2.5 — Removal and Vacancies Any member of the Committee may be removed or replaced by the Board at any time, with or without cause. Vacancies on the Committee, whether resulting from removal, resignation, death, or an increase in the number of Committee members, shall be filled by the Board in accordance with the independence, financial literacy, and other qualification requirements set forth in this Article

Section 3.1 — Frequency The Committee shall meet no fewer than times per year, and more frequently as circumstances dictate. Regular meetings of the Committee shall be scheduled in advance and included on the annual Board calendar. The Committee Chair, in consultation with the other Committee members, shall determine the frequency and timing of regular meetings. Special meetings of the Committee may be called at any

Section 3.2 — Quorum and Voting A majority of the members of the Committee shall constitute a quorum for the transaction of business. Actions of the Committee shall be taken by a majority vote of the members present at a meeting at which a quorum is present. Each Committee member shall have one vote. The Committee Chair shall not have a casting or tie-breaking vote except as otherwise provided by the Bank's bylaws. T

Section 3.3 — Attendance and Participation The Committee may invite members of management, the independent auditor, internal auditors, counsel (internal and external), and other advisors to attend meetings of the Committee, in whole or in part, as the Committee deems appropriate. Invitees shall not vote on matters before the Committee.

Section 3.4 — Minutes and Reporting Minutes shall be prepared for each meeting of the Committee and shall be maintained by the Corporate Secretary of the Bank (James W. Prescott) or such other person as the Committee Chair may designate. Minutes shall include a record of the members present, the matters discussed, the actions taken, and any dissenting votes. Draft minutes shall be circulated to Committee members for

ARTICLE IV — AUTHORITY AND RESOURCES

Section 4.1 — Authority The Committee shall have the sole authority to: (a) appoint, compensate, retain, oversee, evaluate, and, if appropriate, terminate the independent auditor engaged for the purpose of preparing or issuing an audit report or performing other audit, review, or attest services for the Bank and the Holding Company (the current independent auditor is Ridgewell & Haines LLP, with engagement partner Ly

Section 4.2 — Funding The Bank shall provide appropriate funding, as determined by the Committee in its sole discretion, for: (a) compensation of the independent auditor for audit, review, and attest services; (b) compensation of any independent legal counsel, accounting advisors, forensic specialists, or other experts or consultants retained by the Committee; (c) ordinary administrative expenses of the Committee tha

Section 4.3 — Delegation The Committee may delegate specific pre-approval authority for audit and non-audit services to one or more Committee members designated by the Committee as a subcommittee, provided that (i) such delegation is consistent with applicable SEC rules and Nasdaq listing standards, and (ii) any approvals granted under such delegated authority are reported to the full Committee at its next regularly

ARTICLE V — DUTIES AND RESPONSIBILITIES The following sets forth the principal duties and responsibilities of the Committee. These duties and responsibilities are set forth as a guide, with the understanding that the Committee may modify, supplement, or streamline them as appropriate, subject to applicable law, regulation, and listing standards. The Committee shall also carry out any other duties and responsibilities

Section 5.1 — Financial Statements and Reporting

Section 5.1.1 — Annual Financial Statements The Committee shall review and discuss with management and the independent auditor the annual audited financial statements of the Bank and the consolidated financial statements of the Holding Company (Belmont Ridge Financial Group, Inc.), including the related notes and schedules thereto, prior to the filing of the Bank's Annual Report on Form 10-K with the SEC. Such review

Section 5.1.2 — Quarterly Financial Statements The Committee shall review and discuss with management and the independent auditor the Bank's quarterly financial statements and the results of the independent auditor's quarterly review, prior to the filing of the Bank's Quarterly Reports on Form 10-Q with the SEC. Such review and discussion shall address, at a minimum, the matters required by applicable auditing standa

Section 5.1.3 — Earnings Releases and Financial Guidance The Committee shall review and discuss with management the Bank's earnings press releases (including the type and presentation of information to be included therein), as well as financial information and earnings guidance provided to analysts and rating agencies. The Committee shall discuss the types of information and presentation formats used in earnings rele

Section 5.1.4 — Independent Verification of Management-Prepared Materials

Section 5.2 — Independent Auditor

Section 5.2.1 — Selection, Compensation, and Oversight The Committee shall have the sole authority to appoint, compensate, retain, and oversee the independent auditor engaged for the purpose of preparing or issuing an audit report or performing other audit, review, or attest services for the Bank and the Holding Company. The current independent auditor is Ridgewell & Haines LLP, 155 North Wacker Drive, Suite 3200, Ch

Section 5.2.2 — Independence Assessment At least annually, the Committee shall obtain and review a formal written statement from the independent auditor describing: (a) all relationships between the auditor (and its affiliates) and the Bank (and its affiliates) that may reasonably be thought to bear on the auditor's independence, consistent with PCAOB Rule 3526, Communication with Audit Committees Concerning Independ

Section 5.2.3 — Audit Partner Rotation The Committee shall monitor compliance with SEC and PCAOB requirements regarding mandatory rotation of the lead engagement partner and the concurring review partner. The Committee shall review and approve the selection of the lead engagement partner and the concurring review partner in advance of each rotation, and shall consider the qualifications, experience, and independence

Section 5.2.4 — Annual Evaluation and Potential Rotation of Audit Firm The Committee shall conduct an annual evaluation of the independent auditor's qualifications, performance, and independence. Such evaluation shall consider, among other factors, the quality and efficiency of the audit, the auditor's communication with the Committee and management, the auditor's industry expertise and knowledge of banking regulatio

Section 5.2.5 — Pre-Approval of Services The Committee shall pre-approve all audit services and permissible non-audit services to be provided by the independent auditor to the Bank or any of its subsidiaries, subject to the de minimis exceptions set forth in Section 10A(i)(1)(B) of the Exchange Act. The Committee shall maintain a pre-approval policy that specifies (a) the categories of services that are pre-approved,

Section 5.3.1 — Oversight of Internal Audit Function The Committee shall review and approve the annual internal audit plan, including the scope, resources, and budget allocated to the internal audit function. The Committee shall review the organizational structure, qualifications, independence, and resources of the internal audit function to ensure that it has the capability to fulfill its responsibilities effectivel

Section 5.3.2 — Internal Audit Reports The Committee shall receive and review summaries of internal audit reports on a regular basis, including findings, recommendations, and management's responses to such findings. The Committee shall review the significance of internal audit findings and the adequacy and timeliness of management's corrective actions.

Section 5.4 — Internal Controls

Section 5.4.1 — Internal Controls Over Financial Reporting The Committee shall review with management and the independent auditor the adequacy and effectiveness of the Bank's internal controls over financial reporting ("ICFR"), including any changes in ICFRR that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Bank's ICFRR. The Committee

Section 5.4.2 — Disclosure Controls and Procedures The Committee shall review with management, including the Chief Financial Officer (Catherine L. Ng) and the General Counsel (James W. Prescott), the adequacy and effectiveness of the Bank's disclosure controls and procedures, as defined in Exchange Act Rules 13a-15(e) and 15d-15(e). The Committee shall review the certifications provided by the Chief Executive Officer

Section 5.5 — Compliance Oversight

Section 5.5.1 — Legal and Regulatory Compliance The Committee shall receive periodic reports from the General Counsel and the Chief Compliance Officer regarding legal and regulatory compliance matters that may have a material impact on the Bank's financial statements, operations, or reputation. Such reports shall address material pending or threatened litigation, regulatory inquiries, and compliance program developme

Section 5.5.2 — Regulatory Examination Findings

Section 5.5.3 — Related-Party Transactions The Committee shall review and approve or ratify related-party transactions in accordance with the Bank's Related-Party Transaction Policy and applicable OCC regulations, including 12 C.F.R. Part 215 (Regulation O — Loans to Executive Officers, Directors, and Principal Shareholders of Member Banks) and 12 C.F.R. § 163.200 (if applicable). The Committee shall ensure that all

Section 5.6 — Whistleblower and Complaint Procedures

Section 5.6.1 — Establishment and Oversight of Procedures The Committee shall establish and maintain procedures for: (a) the receipt, retention, and treatment of complaints received by the Bank regarding accounting, internal accounting controls, or auditing matters; and (b) the confidential, anonymous submission by employees of the Bank of concerns regarding questionable accounting or auditing matters, consistent wit

Section 5.6.2 — Investigation and Escalation

Section 5.6.3 — Anti-Retaliation

Section 5.7 — Other Responsibilities

Section 5.7.1 — Audit Committee Report for Proxy Statement The Committee shall prepare the Audit Committee Report required by SEC rules (Item 407(d)(3)(i) of Regulation S-K) for inclusion in the Bank's annual proxy statement filed with the SEC. The preparation of the Audit Committee Report shall be coordinated with Meridian Cobalt LLP, general corporate counsel (partner: Harold F. Dunleavy), for SEC disclosure purpos

Section 5.7.2 — Risk Assessment The Committee shall discuss with management and the independent auditor the Bank's policies and practices regarding risk assessment and risk management as they relate to financial reporting, including the Bank's major financial risk exposures and the steps management has taken to monitor and control such exposures.

Section 5.7.4 — Tax Matters The Committee shall review with management and the independent auditor the Bank's tax planning strategies and material tax contingencies that may affect the financial statements, including the adequacy of reserves for uncertain tax positions, the status of material tax audits or disputes, and the impact of changes in tax laws or regulations on the Bank's financial position and results of o

Section 5.7.5 — Coordination with Regulatory Consultant

ARTICLE VI — ANNUAL SELF-EVALUATION The Committee shall conduct an annual self-evaluation of its performance, including a review of its compliance with this Charter.

ARTICLE VII — COMMITTEE CHAIR RESPONSIBILITIES

ARTICLE VIII — LIMITATIONS ON COMMITTEE'S ROLE While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits, to determine that the Bank's financial statements and disclosures are complete and accurate and in accordance with generally accepted accounting principles ("GAAP") and applicable rules and regulations, or to assure compliance

ARTICLE IX — CHARTER REVIEW AND AMENDMENT The Charter may be amended only by the Board of Directors of the Bank.

ARTICLE X — EFFECTIVE DATE AND ADOPTION This Audit Committee Charter was originally adopted by the Board of Directors of Belmont Ridge Bank NA on March 15, 2018, and was last amended on February 14, 2023. This Amended and Restated Audit Committee Charter was approved by the Board of Directors on __, 2025, and is effective as of such date. This Amended and Restated Charter supersedes all prior versions of the Audit Co