Contract analysis

1. Introduction and Purpose Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Belmont Ridge Bank, National Association ("BRB" or the "Client") as outside counsel to represent BRB and Belmont Ridge Equipment Trust 2024-A (the "Trust"), a Delaware statutory trust, in connection with a proposed tap issuance (the "Tap Issuance" or the "Transaction") of $48,000,000 aggregate principal

2. Scope of Representation C&H will serve as issuer's counsel to BRB and the Trust in connection with the Tap Issuance. Our responsibilities will include, but are not limited to, the following: (a) Supplemental Indenture. Drafting and negotiation of the Supplemental Indenture No. 2 (the "Supplemental Indenture") among the Trust (as Issuer), BRB (as Servicer), and Meridian Fiduciary Services, Inc. (as Indenture Truste

3. Staffing and Key Personnel The Firm proposes to staff the engagement as follows: Responsible Partner — Francesca Morano. Ms. Morano will have overall responsibility for the engagement, including management of the client relationship, supervision of all work product, quality control, and oversight of the delivery of the Firm's legal opinions in connection with the closing. Ms. Morano is a partner in the Firm's Stru

4. Estimated Fees and Fee Arrangements Professional fees for services rendered in connection with this engagement will be billed on an hourly basis at the Firm's standard rates then in effect for the attorneys and paraprofessionals working on the matter. The Firm's current standard hourly rates are as follows (all rates are subject to periodic adjustment, typically on an annual basis effective January 1 of each year)

5. Disbursements and Expenses In addition to professional fees, the Client will be responsible for reimbursement of reasonable out-of-pocket expenses incurred by the Firm in connection with the engagement. The Firm endeavors to keep such costs to a minimum and will not incur extraordinary expenses without the Client's prior approval. Examples of reimbursable disbursements include, without limitation: • SEC and other

6. Billing Procedures Invoices will be rendered on a monthly basis, typically within fifteen (15) business days following the end of each calendar month, and are due and payable within thirty (30) days of the invoice date. Each invoice will contain a summary description of the services performed during the billing period, the identity of each timekeeper who performed services, the hours expended by each timekeeper, t

7. Client Identification and Conflict Clearance For purposes of the Firm's conflict-of-interest and engagement records, the Firm's client in this engagement is Belmont Ridge Bank, National Association (OCC Charter No. 91-4428; NYSE ticker symbol: BRBK), a national banking association organized under the laws of the United States. The Firm also represents the Trust — Belmont Ridge Equipment Trust 2024-A (EIN 88-423195

8. Confidentiality The Firm will maintain the confidentiality of all non-public information received from the Client or the Trust in connection with this engagement, in accordance with the Firm's professional obligations under the New York Rules of Professional Conduct and applicable law. All such information will be treated as confidential and will not be disclosed to third parties without the Client's prior consent

9. Document Retention Upon conclusion of the engagement, the Firm will retain engagement files — including correspondence, memoranda, drafts, research, and other work product — in accordance with the Firm's standard document retention policy. The Firm's current retention policy provides for the retention of closed matter files for a minimum period of ten (10) years following the closing of the matter, after which fil

10. Limitation of Liability TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE FIRM'S AGGREGATE LIABILITY TO THE CLIENT, THE TRUST, AND THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, IN CONNECTION WITH THIS ENGAGEMENT, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF PROFESSIONAL FEES ACTUALLY PAID BY THE CLIEN

11. Governing Law and Dispute Resolution This Engagement Letter and the relationship between the Firm and the Client arising hereunder shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice-of-law or conflicts-of-law rules or provisions that would cause the application of the laws of any other jurisdiction. Any dispute, controversy, or claim aris

12. Term and Termination This engagement shall commence on the date of the Client's countersignature below and will continue until the earlier of (a) the completion of the Tap Issuance and the delivery of all closing and post-closing deliverables contemplated by the Transaction documents and this Engagement Letter, and (b) the termination of the engagement by either party as provided herein. Either party may terminat

13. Acceptance and Countersignature We are grateful for the opportunity to work with BRB and the Trust on this Transaction, and we look forward to a successful closing. If the foregoing terms are acceptable to the Client, please confirm your agreement by having an authorized representative of BRB countersign a copy of this letter in the space provided below and return it to the Firm at the address set forth above, or