Contract analysis

I. EXECUTIVE SUMMARY Calderwood & Harkness LLP ("C&H" or the "Firm") has been engaged by Belmont Ridge Bank, National Association ("BRB" or the "Bank"), to advise on a proposed $48,000,000 tap issuance of additional Class A-2 Notes (the "Tap Notes") under the existing Belmont Ridge Equipment Trust 2024-A (the "Trust") shelf securitization program. The engagement was opened on February 13, 2024, following preliminary

II. PARTIES AND KEY CONTACTS A. Issuer / Originator / Servicer — Belmont Ridge Bank, National Association Full Legal Name: Belmont Ridge Bank, National Association Entity Type: National banking association, chartered and supervised by the Office of the Comptroller of the Currency (OCC Charter No. 91-4428) Headquarters: 600 Lexington Avenue, 32nd Floor, New York, NY 10022 NYSE Ticker: BRBK Total Consolidated Assets (F

1. Pinnacle Ratings Group Inc. Entity Type: Delaware corporation; registered as a Nationally Recognized Statistical Rating Organization (NRSRO) with the SEC Address: 7 World Trade Center, 38th Floor, New York, NY 10006 Key Contact: Lisa Okoro, Senior Director, Structured Finance; (212) 555-3388; lisa.okoro@pinnacleratings.com Assigned Rating: AAA(sf) on the Class A-2 Notes (original issuance and tap) Pinnacle has bee

2. Crestline Ratings International LLC Entity Type: Delaware limited liability company; registered as an NRSRO with the SEC Address: 55 Water Street, Suite 3100, New York, NY 10041 Key Contact: Thomas Pratt, Vice President, ABS Ratings; (212) 555-6521; thomas.pratt@crestlineratings.com Assigned Rating: Aaa(sf) on the Class A-2 Notes (original issuance and tap) Crestline has similarly been engaged to confirm the Aaa(s

1. Issuer's Counsel — Calderwood & Harkness LLP Address: 250 Park Avenue, 40th Floor, New York, NY 10177 Team: C&H serves as primary outside counsel to BRB and the Trust in connection with the tap issuance. C&H previously advised BRB on the original Series 2024-A issuance, and accordingly the deal team has substantial familiarity with the existing transaction documents, the collateral pool, and the relevant regulator

2. Issuer's Delaware Counsel — Whitfield & Donahue LLP Address: 1000 North King Street, Suite 500, Wilmington, DE 19801 Key Contact: Robert Whitfield, Partner; (302) 555-8800; rwhitfield@whitfielddonahue.com Role: Whitfield & Donahue LLP will deliver Delaware-law opinion letters in connection with the tap issuance, including opinions as to (i) the true-sale characterization of the transfer of lease receivables from B

3. Underwriter's Counsel — Hargrove, Sato & Chen LLP Address: 1585 Broadway, 28th Floor, New York, NY 10036 Key Contact: Nina Hargrove, Partner, Structured Finance; (212) 555-4400; nhargrove@hargrovesatochen.com Role: Hargrove, Sato & Chen LLP ("HSC") serves as counsel to Ashford Capital Markets LLC in connection with the tap issuance. HSC will conduct a due diligence review of the transaction documents, negotiate th

I. Anticipated Investors (Initial Purchasers of Tap Notes) Based on preliminary indications of interest received by Ashford, the anticipated initial purchasers and their expected allocations are as follows: These allocations are preliminary and subject to final confirmation by Ashford following the marketing period and pricing. All three investors are believed to be qualified institutional buyers ("QIBs") within the

III. TRANSACTION STRUCTURE A. Overview of Tap Mechanism The proposed tap issuance is structured as an additional issuance of Class A-2 Notes under the existing Series 2024-A indenture framework. The tap mechanism is expressly contemplated by Section 2.13 of the Indenture dated January 29, 2024 (the "Original Indenture"), which permits the Trust to issue additional notes of any existing class, subject to specified con

1. Supplemental Indenture No. 2. This instrument supplements the Indenture dated January 29, 2024, and authorizes the issuance of the $48,000,000 Tap Notes. The parties to the Supplemental Indenture are the Trust (as Issuer), BRB (as Servicer), and Meridian (as Indenture Trustee). The Supplemental Indenture will, among other things, (i) specify the terms of the Tap Notes (par amount, issue price, CUSIP, first payment

2. Amendment No. 1 to the Sale and Servicing Agreement. This amendment to the Sale and Servicing Agreement dated January 29, 2024, among BRB (as Originator and Servicer), the Trust, and Meridian (as Indenture Trustee), will (i) add the Tap Pool receivables to the portfolio of lease receivables owned by the Trust, (ii) adjust the overcollateralization and reserve account triggers and target levels to reflect the post-

3. Underwriting Agreement. This agreement between the Trust, BRB (as Servicer), and Ashford Capital Markets LLC will govern the terms of the offering and sale of the Tap Notes, including the underwriting discount, representations and warranties of the Trust and BRB, conditions to closing, indemnification provisions, and termination rights of the underwriter. C&H will prepare the initial draft and negotiate with HSC,

4. Prospectus Supplement. The Prospectus Supplement will be prepared as a supplement to the base prospectus filed on January 15, 2024, under Registration Statement No. 333-276891. The supplement will describe the Tap Notes, the Tap Pool, the amended credit enhancement structure, and risk factors specific to the tap issuance. The Prospectus Supplement will be filed with the SEC under Rule 424(b)(5) within two business

IV. COLLATERAL POOL ANALYSIS (TAP ADDITION) A. Pool Statistics The Tap Pool consists of 1,247 individual equipment-lease contracts originated by BRB. Based on the preliminary pool data tape provided by Priya Ranganathan on February 28, 2024, the key characteristics of the Tap Pool are as follows: The average discounted balance per lease of approximately $39,570 is consistent with BRB's small-ticket commercial leasing

V. CREDIT ENHANCEMENT STRUCTURE (POST-TAP) The credit enhancement structure for the Series 2024-A Notes, as adjusted for the tap issuance, consists of three primary components: overcollateralization, the reserve account, and excess spread. Each is described in detail below. A. Overcollateralization The Indenture establishes an overcollateralization target of 4.50% of the aggregate outstanding note balance. Following

VI. KEY RISK ANALYSIS This section identifies and analyzes the principal legal and structural risks associated with the tap issuance. The risks discussed below are not exhaustive but represent the areas that the C&H deal team has identified as most relevant to our advisory role and to the overall credit quality of the transaction. A. Commingling Risk BRB, in its capacity as Servicer, collects lease payments from obli

VII. DEAL TIMELINE The following table sets forth the key dates and milestones for the tap issuance, including both completed events and anticipated target dates: Note: The original target closing date is May 10, 2024. The actual closing date may shift depending on several factors, including: (i) the timing of rating agency confirmations from Pinnacle and Crestline, which may require additional diligence or analysis

VIII. FEE SUMMARY AND DEAL ECONOMICS A. Transaction Costs The estimated transaction costs for the tap issuance are summarized in the following table: These cost estimates are based on preliminary discussions with transaction counterparties and on C&H's experience with comparable tap issuances. Actual costs may vary, particularly with respect to the hourly-based legal fees for C&H and HSC, which will depend on the com

IX. CALDERWOOD & HARKNESS SCOPE OF WORK AND DELIVERABLES This section outlines C&H's scope of work in connection with the tap issuance, including the principal transaction documents to be drafted or negotiated, opinion letters to be delivered, certificates and closing deliverables to be prepared, and closing administration responsibilities. A. Transaction Documents to Be Drafted / Negotiated C&H will be responsible f

1. Supplemental Indenture No. 2. C&H will prepare the initial draft of the Supplemental Indenture, which will supplement the Indenture dated January 29, 2024, and authorize the issuance of the Tap Notes. The Supplemental Indenture will be negotiated with Meridian (as Indenture Trustee) and HSC (on behalf of Ashford as underwriter). Key provisions to be addressed include the terms of the Tap Notes, conditions preceden

2. Amendment No. 1 to the Sale and Servicing Agreement. C&H will prepare the initial draft of Amendment No. 1, which will amend the Sale and Servicing Agreement dated January 29, 2024, to add the Tap Pool receivables to the Trust's collateral portfolio. The amendment will include updated schedules of eligible receivables, adjusted OC and reserve account targets, and any necessary conforming changes to the servicing p

3. Underwriting Agreement. C&H will prepare the initial draft of the Underwriting Agreement between the Trust, BRB (as Servicer), and Ashford Capital Markets LLC. The agreement will set forth the terms and conditions of the underwriting, including the underwriting discount, representations and warranties of the Trust and BRB, conditions to closing, indemnification and contribution provisions, and the underwriter's te

4. Prospectus Supplement. C&H will prepare the initial draft of the Prospectus Supplement, which will supplement the base prospectus filed on January 15, 2024, under Registration Statement No. 333-276891. The Prospectus Supplement will describe the Tap Notes, the Tap Pool (including the collateral characteristics set forth in Section IV above), the amended credit enhancement structure, risk factors specific to the ta

1. Issuer's Counsel Opinion. C&H will deliver a closing opinion letter addressed to the Trust, BRB, Ashford, and Meridian, providing (i) a 10b-5 negative assurance letter to the effect that, based on our participation in the preparation of the Prospectus Supplement, nothing has come to our attention that causes us to believe that the Prospectus Supplement contains an untrue statement of a material fact or omits to st

2. Delaware Counsel Opinions. C&H will coordinate with Whitfield & Donahue LLP for the delivery of Delaware-law opinion letters at closing, including opinions as to (i) the true-sale characterization of the transfer of the Tap Pool receivables from BRB to the Trust under Delaware law, (ii) the enforceability of the Trust Agreement and the Supplemental Indenture under Delaware law, and (iii) the non-consolidation of t

1. Officer's Certificate of BRB. To be executed by Derek Ashworth, Treasurer & Head of Capital Markets, certifying the accuracy of BRB's representations and warranties in the transaction documents as of the closing date, confirming the absence of any event of default under the Indenture or Sale and Servicing Agreement, and certifying the satisfaction of conditions precedent to the issuance of the Tap Notes.

2. Secretary's Certificate of BRB. To be executed by BRB's corporate secretary, certifying (i) the board of directors' (or authorized committee's) resolutions authorizing the tap issuance and the execution and delivery of the transaction documents, (ii) the incumbency and signature authority of BRB's officers signing the transaction documents and closing certificates, and (iii) the certificate of incorporation and by

3. Good Standing Certificates. C&H will obtain (i) a certificate of good standing (or equivalent) for BRB from the OCC, and (ii) a certificate of good standing for the Trust from the Delaware Secretary of State.

4. Rating Agency Confirmation Request Letters. C&H will prepare and transmit formal requests to Pinnacle and Crestline for confirmation of the AAA(sf) and Aaa(sf) ratings, respectively, on the Class A-2 Notes following the tap issuance. The request letters will be accompanied by drafts of the Supplemental Indenture, the Amendment to the Sale and Servicing Agreement, and the updated pool data tape.

5. Bring-Down Comfort Letter Request. C&H will coordinate with Ashford and BRB to prepare a request to Velthorn for a bring-down comfort letter as of the closing date, confirming the accuracy of financial information included or incorporated by reference in the Prospectus Supplement, with changes limited to changes arising in the ordinary course of business. D. Closing Administration C&H will be responsible for the f