1045-00001 · Client 1045 · Closing

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CERTIFIED COPY OF RESOLUTIONS OF THE BOARD OF DIRECTORS OF BELMONT RIDGE BANK, NATIONAL ASSOCIATION

I, Diane K. Wexler, in my capacity as General Counsel and Corporate Secretary of Belmont Ridge Bank, National Association, a national banking association duly organized and existing under the National Bank Act (12 U.S.C. §§ 21 et seq.), with its principal office located at 600 Lexington Avenue, 38th Floor, New York, New York 10022 (OCC Charter No. 18742) (the "Bank" or "BRB"), do hereby certify as follows:

1. The following is a true, correct, and complete copy of certain resolutions (the "Resolutions") duly adopted by the Board of Directors of Belmont Ridge Bank, National Association (the "Board") at a meeting of the Board duly called and held on January 28, 2026, at which meeting a quorum of the directors of the Bank was present and acting throughout in accordance with the Articles of Association and Bylaws of the Bank and applicable law.

2. Such Resolutions have not been amended, modified, rescinded, or revoked in whole or in part since the date of their adoption, and such Resolutions remain in full force and effect as of the date hereof.

3. The Articles of Association and Bylaws of the Bank have not been amended, supplemented, or otherwise modified since the date of the meeting described above in any manner that would affect, limit, or impair the authority granted by these Resolutions or the power of the officers named herein to act thereunder.

4. The meeting at which the Resolutions were adopted was duly called and noticed in accordance with the Bylaws of the Bank, the Articles of Association, and all applicable laws, rules, and regulations, including the regulations of the Office of the Comptroller of the Currency.

RESOLUTIONS OF THE BOARD OF DIRECTORS OF BELMONT RIDGE BANK, NATIONAL ASSOCIATION

Adopted January 28, 2026

RECITALS. WHEREAS, the Bank is a national banking association duly organized and existing under the laws of the United States, chartered by the Office of the Comptroller of the Currency ("OCC") (OCC Charter No. 18742, RSSD ID 2847391, FDIC Certificate No. 28463), with its principal office located at 600 Lexington Avenue, 38th Floor, New York, New York 10022, and is authorized to conduct the general business of banking in accordance with the National Bank Act and the rules and regulations of the OCC;

WHEREAS, the Bank is a wholly-owned subsidiary of Belmont Ridge Financial Group, Inc., a corporation organized and existing under the laws of the State of Delaware ("BRFG" or the "Parent"), which is a bank holding company registered with the Board of Governors of the Federal Reserve System under the Bank Holding Company Act of 1956, as amended;

WHEREAS, management of the Bank has recommended that the Bank issue subordinated notes in an aggregate principal amount of up to Three Hundred Fifty Million Dollars ($350,000,000), to be designated as the Bank's 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036 (the "Notes"), in a private placement exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) thereof and Rule 144A promulgated thereunder, to qualified institutional buyers as defined in Rule 144A under the Securities Act ("QIBs");

WHEREAS, the Notes are intended to qualify as Tier 2 capital of the Bank under the capital adequacy rules of the OCC set forth in 12 C.F.R. Part 3, which implements the Basel III capital framework as applicable to national banking associations, and thereby strengthen the Bank's regulatory capital position;

WHEREAS, the net proceeds of the offering of the Notes (the "Offering") will be used for general corporate purposes, including, without limitation, support of the Bank's digital banking expansion initiative (known internally as "BRB Digital") and, at the discretion of management, the potential future redemption, in whole or in part, of the Bank's existing 5.250% Subordinated Notes due 2027 (original aggregate principal amount of $200,000,000, currently outstanding in an aggregate principal amount of $200,000,000, issued on November 15, 2017, and maturing on November 15, 2027) (the "Existing Notes"), subject to compliance with applicable regulatory requirements, including prior OCC approval of any such redemption;

WHEREAS, in connection with the Offering, the Bank proposes to enter into: (a) an Indenture (the "Indenture") with Brindoval Trust Company, National Association, a national banking association, as trustee, paying agent, registrar, and transfer agent (in such capacities, the "Trustee"); (b) a Purchase Agreement (the "Purchase Agreement") with Wainwright Zanthor & Co., LLC, as representative of the initial purchasers (in such capacity, the "Representative"), Redstone Capital Markets LLC, and Kensington Hale Securities Inc. (collectively, with the Representative, the "Initial Purchasers"), providing for the purchase and sale of the Notes; and (c) a Registration Rights Agreement (the "Registration Rights Agreement") with the Initial Purchasers, providing for certain registration rights with respect to the Notes;

WHEREAS, the Bank has engaged Calderwood & Harkness LLP as issuer's counsel in connection with the Offering, and Whitmore & Lathrop, P.C. serves as the Bank's independent registered public accounting firm and has been engaged to deliver a comfort letter in connection with the Offering, and Pennfield & Associates LLP is serving as counsel to the Initial Purchasers;

WHEREAS, the Bank has applied to the OCC under 12 C.F.R. § 5.47 for a determination of non-objection to the issuance of the Notes as subordinated debt qualifying as Tier 2 capital, and the Bank's management has been working cooperatively with the OCC in connection with such application;

WHEREAS, the Bank has obtained credit ratings on the Notes from Meridian Ratings Group, Inc. (an investment grade rating of BBB, with a stable outlook) and Archer Bond Analytics LLC (an investment grade rating of Baa2, with a stable outlook), which ratings are based on the Bank's current financial condition, capitalization, and operating performance;

WHEREAS, the Board has reviewed and considered the terms and conditions of the proposed Offering and the related transaction documents, including without limitation the financial terms and projected costs thereof, the regulatory implications of the issuance, the impact on the Bank's capital ratios and capital planning, presentations from the Bank's management and the Initial Purchasers, advice from the Bank's legal counsel, and such other information as the Board deemed relevant, and, after due consideration, the Board has determined that the Offering is in the best interests of the Bank and its stakeholders, including its depositors, creditors, and sole shareholder;

NOW, THEREFORE, BE IT RESOLVED, by the Board of Directors of Belmont Ridge Bank, National Association, as follows:

ARTICLE I — AUTHORIZATION OF THE NOTES AND THE OFFERING

RESOLVED, that the Bank is hereby authorized to create, issue, and sell, in one or more closings, up to Three Hundred Fifty Million Dollars ($350,000,000) in aggregate principal amount of 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036, on the following material terms and conditions:

Aggregate Principal Amount: $350,000,000.

Coupon (Fixed Rate Period): 6.750% per annum, payable semi-annually in arrears on March 1 and September 1 of each year, commencing September 1, 2026, to and including the Fixed-to-Floating Rate Reset Date (as defined below). Interest during the Fixed Rate Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months.

Coupon (Floating Rate Period): Compounded SOFR (the Secured Overnight Financing Rate, as published by the Federal Reserve Bank of New York) plus 275 basis points (2.75%), payable quarterly in arrears on March 1, June 1, September 1, and December 1 of each year, commencing March 1, 2031. Interest during the Floating Rate Period shall be computed on the basis of a 360-day year and the actual number of days elapsed.

Fixed-to-Floating Rate Reset Date: March 1, 2031.

Maturity Date: March 1, 2036.

Issue Price: 99.750% of the principal amount of the Notes.

Denomination: The Notes shall be issuable in minimum denominations of $150,000 and integral multiples of $1,000 in excess thereof.

Form: The Notes shall be issued in the form of one or more global notes in fully registered, book-entry form only, held through the facilities of The Depository Trust Company ("DTC"), with Cede & Co. as nominee of DTC.

CUSIP: 082651 AB7.

ISIN: US082651AB73.

Ranking: The Notes shall constitute subordinated unsecured obligations of the Bank, and shall be: (i) subordinate and junior in right of payment to all senior indebtedness of the Bank, including all deposits (whether or not insured by the Federal Deposit Insurance Corporation) and all other general creditor claims; (ii) pari passu in right of payment with the Bank's existing 5.250% Subordinated Notes due 2027 and any other subordinated debt of the Bank that by its terms ranks equally with the Notes; and (iii) senior in right of payment to any junior subordinated debt of the Bank and all classes of equity securities of the Bank, including preferred stock and common stock.

Optional Redemption: The Notes shall be callable at the option of the Bank, in whole or in part, at a redemption price equal to 100% of the principal amount being redeemed, plus accrued and unpaid interest thereon to, but excluding, the redemption date, (a) on the Fixed-to-Floating Rate Reset Date (March 1, 2031) or on any date thereafter, (b) upon the occurrence of a Tax Event (as defined in the Indenture) at any time, or (c) upon the occurrence of a Regulatory Capital Treatment Event (as defined in the Indenture) at any time. Any redemption shall be subject to the prior written approval of the OCC in accordance with 12 C.F.R. § 5.47 and any other applicable regulatory requirements.

Tier 2 Capital Treatment: The Notes are intended to qualify as Tier 2 capital of the Bank under 12 C.F.R. Part 3, Subpart C, and shall contain the terms required for Tier 2 capital eligibility, including without limitation the subordination provisions, the minimum original maturity of at least five years, the absence of credit-sensitive features, and the absence of acceleration rights (other than upon the appointment of a receiver for the Bank).

Offering Type: The Notes shall be offered and sold in a private placement pursuant to Rule 144A under the Securities Act to QIBs. The Offering shall be a domestic-only offering with no Regulation S tranche and no offers or sales outside the United States.

Securities Act Exemption: The offer and sale of the Notes shall be exempt from registration under the Securities Act pursuant to Section 4(a)(2) thereof, with resales by the Initial Purchasers made in reliance upon Rule 144A.

Trust Indenture Act Exemption: The Indenture will not be qualified under the Trust Indenture Act of 1939, as amended (the "TIA"), in reliance upon the exemption provided by Section 304(a)(4)(A) of the TIA for securities issued by a national banking association.

Or on such other terms as the Authorized Officers (as defined below) may approve, with such approval to be conclusively evidenced by the execution and delivery of the applicable documents; provided, that the aggregate principal amount of the Notes shall not exceed $350,000,000, the annual coupon rate during the Fixed Rate Period shall not exceed 7.250%, and the spread over Compounded SOFR during the Floating Rate Period shall not exceed 325 basis points, without further authorization from this Board.

ARTICLE II — AUTHORIZATION OF THE INDENTURE

RESOLVED, that the Bank is hereby authorized to enter into the Indenture, to be dated as of the closing date of the Offering (the closing date being currently expected to be February 24, 2026, or such other date as the Authorized Officers may determine in their discretion) (the "Closing Date"), by and between the Bank, as issuer, and Brindoval Trust Company, National Association, as Trustee, paying agent, registrar, and transfer agent, with its Corporate Trust Office located at 100 Federal Street, Suite 800, Boston, Massachusetts 02110, substantially in the form presented to this meeting and reviewed by the Board, or with such changes, modifications, amendments, additions, or deletions as the Authorized Officers executing the same may approve, such approval to be conclusively evidenced by such officer's execution and delivery thereof.

RESOLVED FURTHER, that the Authorized Officers are hereby authorized and directed to execute and deliver the Indenture on behalf of the Bank, and to take all actions contemplated thereby, including without limitation the appointment of the Trustee as paying agent, registrar, and transfer agent with respect to the Notes, and the agreement to pay such fees, expenses, and indemnification obligations as are set forth therein.

ARTICLE III — AUTHORIZATION OF THE PURCHASE AGREEMENT

RESOLVED, that the Bank is hereby authorized to enter into the Purchase Agreement with the following Initial Purchasers:

(a) Wainwright Zanthor & Co., LLC, with offices at 383 Madison Avenue, New York, New York 10179, acting as Representative of the Initial Purchasers and lead bookrunner;

(b) Redstone Capital Markets LLC, with offices at 200 Park Avenue, Suite 4500, New York, New York 10166, acting as co-manager; and

(c) Kensington Hale Securities Inc., with offices at One World Financial Center, Suite 2700, New York, New York 10281, acting as co-manager;

providing for the purchase and sale of the Notes at the issue price of 99.750% of the principal amount thereof, less an initial purchasers' discount of 0.650% of the aggregate principal amount of the Notes (equal to $2,275,000), resulting in aggregate net proceeds to the Bank, before the payment of offering expenses, of $346,850,000, substantially in the form presented to this meeting and reviewed by the Board, or with such changes, modifications, amendments, additions, or deletions as the Authorized Officers executing the same may approve, such approval to be conclusively evidenced by such officer's execution and delivery thereof.

RESOLVED FURTHER, that the Authorized Officers are hereby authorized and directed to execute and deliver the Purchase Agreement on behalf of the Bank, and to comply with the Bank's obligations thereunder, including without limitation the delivery of customary closing documents, officers' certificates, legal opinions, comfort letters, and other deliverables required by the Purchase Agreement.

ARTICLE IV — AUTHORIZATION OF THE REGISTRATION RIGHTS AGREEMENT

RESOLVED, that the Bank is hereby authorized to enter into the Registration Rights Agreement, to be dated as of the Closing Date, by and between the Bank and the Initial Purchasers, providing for, among other things, the Bank's obligation to file a shelf registration statement under the Securities Act or to consummate a registered exchange offer with respect to the Notes within the periods specified therein, together with provisions for the payment of liquidated damages in the form of additional interest in the event of a registration default, substantially in the form presented to this meeting and reviewed by the Board, or with such changes, modifications, amendments, additions, or deletions as the Authorized Officers executing the same may approve, such approval to be conclusively evidenced by such officer's execution and delivery thereof.

RESOLVED FURTHER, that the Authorized Officers are hereby authorized and directed to execute and deliver the Registration Rights Agreement on behalf of the Bank, and to take all actions and execute all documents required or contemplated thereunder in furtherance of the Bank's obligations with respect to registration of the Notes or the exchange notes, as applicable.

ARTICLE V — AUTHORIZATION OF THE OFFERING MEMORANDUM AND RELATED DISCLOSURE DOCUMENTS

RESOLVED, that the preparation, execution, and distribution of the following documents in connection with the Offering and sale of the Notes to QIBs are hereby authorized, approved, and ratified in all respects:

(a) the Preliminary Confidential Offering Memorandum dated February 14, 2026 (the "Preliminary Offering Memorandum"), including all exhibits, annexes, and supplements thereto, as circulated to prospective investors in connection with the marketing of the Notes;

(b) the Confidential Offering Memorandum dated February 19, 2026 (the "Offering Memorandum"), including all exhibits, annexes, and supplements thereto, reflecting the final terms and pricing of the Notes; and

(c) the Pricing Term Sheet dated February 19, 2026 (the "Pricing Term Sheet"), setting forth the final pricing terms of the Notes.

RESOLVED FURTHER, that the Authorized Officers are hereby authorized to approve the final form and content of the Preliminary Offering Memorandum, the Offering Memorandum, and the Pricing Term Sheet, and to make or authorize such changes, modifications, additions, or deletions thereto as such officers may deem necessary, advisable, or appropriate in connection with the Offering, including without limitation updates to the Bank's financial information, risk factors, and other disclosure as required to ensure the accuracy and completeness thereof. The Authorized Officers are further authorized to distribute, or cause to be distributed, such documents to the Initial Purchasers, prospective investors, and such other parties as may be necessary or appropriate in connection with the Offering.

ARTICLE VI — AUTHORIZATION OF THE GLOBAL NOTE

RESOLVED, that the Bank is hereby authorized to execute and deliver one or more Rule 144A Global Notes in fully registered form representing the aggregate principal amount of $350,000,000 of the Notes (or such lesser amount as may be finally determined by the Authorized Officers), substantially in the form attached as an exhibit to the Indenture, and to cause each such Global Note to be authenticated by the Trustee in accordance with the terms of the Indenture and delivered to The Depository Trust Company or its nominee, Cede & Co., for credit to the accounts of the Initial Purchasers or their respective designees in accordance with the customary DTC settlement procedures.

RESOLVED FURTHER, that the Authorized Officers are hereby authorized and directed to execute and deliver each such Global Note on behalf of the Bank, and that the signature of any Authorized Officer appearing on a Global Note shall be sufficient to bind the Bank, whether or not such person continues to hold such office at the time of authentication or delivery of such Global Note.

ARTICLE VII — REGULATORY FILINGS AND APPROVALS

RESOLVED, that the Authorized Officers are hereby authorized and directed to take the following actions in connection with regulatory filings and approvals related to the Offering:

(a) OCC Non-Objection: File with the Office of the Comptroller of the Currency, or cause to be filed, the notice required under 12 C.F.R. § 5.47 regarding the issuance of the Notes as subordinated debt qualifying as Tier 2 capital of the Bank, and to accept and act upon the OCC's letter of non-objection to the issuance (OCC File No. 2026-SUB-0031, received by the Bank on February 12, 2026), and to comply with any conditions or requirements set forth therein;

(b) Post-Issuance OCC Notification: File or cause to be filed the post-issuance notification with the OCC within the period required by applicable regulation after the Closing Date, including without limitation the final terms of the Notes, copies of the executed Indenture and other transaction documents, and such other information as the OCC may require;

(c) Federal Reserve Coordination: Coordinate with BRFG, the Bank's parent holding company, regarding the filing of applicable Federal Reserve reports, including without limitation the Consolidated Financial Statements for Holding Companies (Form FR Y-9C) and any other reports required to reflect the Bank's issuance of the Notes and the corresponding increase in Tier 2 capital of the consolidated holding company;

(d) Other Filings: Make or cause to be made such other filings and obtain or cause to be obtained such other approvals, consents, exemptions, or no-action positions as may be necessary or advisable in connection with the Offering, including without limitation any applicable state securities or "blue sky" filings, filings with the Securities and Exchange Commission's Electronic Data Gathering, Analysis, and Retrieval system ("EDGAR") if required, DTC eligibility letters, CUSIP and ISIN applications, and any other filings, notifications, or registrations with governmental or regulatory bodies or self-regulatory organizations as the Authorized Officers may deem necessary or appropriate.

ARTICLE VIII — USE OF PROCEEDS

RESOLVED, that the net proceeds of the Offering, estimated at approximately Three Hundred Forty-Five Million Seven Hundred Thousand Dollars ($345,700,000) after deduction of the initial purchasers' discount of $2,275,000 and estimated offering expenses of $1,150,000 (as further described herein), together with any additional amounts received if the final aggregate principal amount exceeds the currently anticipated amount, and after reduction for any shortfall in the aggregate principal amount, shall be used for general corporate purposes of the Bank, including without limitation the support and funding of the Bank's digital banking expansion initiative (BRB Digital), working capital needs, organic growth opportunities, and, at the discretion of management and subject to applicable regulatory approvals, the potential future redemption, in whole or in part, of the Bank's existing 5.250% Subordinated Notes due 2027. The Authorized Officers are authorized to allocate and deploy the net proceeds in such manner and at such times as they shall determine in their business judgment to be in the best interests of the Bank.

ARTICLE IX — EXPENSE APPROVALS

RESOLVED, that the Bank is hereby authorized to pay or reimburse, as applicable, the following estimated expenses incurred or to be incurred in connection with the Offering, and the Authorized Officers are authorized to approve, execute, and deliver engagement letters, fee agreements, and payment instructions with respect thereto:

RESOLVED FURTHER, that the Authorized Officers are authorized to pay or cause to be paid such additional expenses as may be incurred in connection with the Offering in excess of the foregoing estimates, provided that any such excess, in the aggregate, does not exceed fifteen percent (15%) of the total estimated expenses set forth above (i.e., $172,500) without further authorization from this Board.

ARTICLE X — DESIGNATION OF AUTHORIZED OFFICERS

RESOLVED, that each of the following officers of the Bank (each, an "Authorized Officer" and, collectively, the "Authorized Officers") is hereby authorized and empowered, acting singly or together with one or more other Authorized Officers, to execute and deliver, in the name and on behalf of the Bank, the Indenture, the Purchase Agreement, the Registration Rights Agreement, the Global Note, the Offering Memorandum, and any and all certificates (including officers' certificates and closing certificates), instruments, agreements, documents, schedules, notices, consents, waivers, amendments, and filings as may be necessary, advisable, or desirable in connection with the Offering and the transactions contemplated by the foregoing resolutions:

RESOLVED FURTHER, that the Authorized Officers are hereby authorized to determine the final terms of the Notes and the Offering, including without limitation the final aggregate principal amount, the coupon rate (during both the Fixed Rate Period and the Floating Rate Period), the issue price, the maturity date, the Fixed-to-Floating Rate Reset Date, and such other terms, within the parameters and subject to the limitations set forth in these Resolutions, and that the execution and delivery of any document, instrument, certificate, or agreement by any Authorized Officer shall be conclusive evidence of such officer's approval of the terms thereof and of such officer's determination that the execution and delivery thereof is authorized by and consistent with these Resolutions.

RESOLVED FURTHER, that any single Authorized Officer shall have the full power and authority to act on behalf of the Bank under these Resolutions, and that any action taken or document executed by any one Authorized Officer shall be as valid and binding upon the Bank as if taken or executed by all of the Authorized Officers.

ARTICLE XI — RATIFICATION OF PRIOR ACTIONS

RESOLVED, that all actions heretofore taken by any officer, director, employee, agent, or authorized representative of the Bank in connection with the proposed Offering, including without limitation the following actions, are hereby ratified, confirmed, and approved in all respects as the acts and deeds of the Bank:

(a) the engagement of Calderwood & Harkness LLP as issuer's counsel in connection with the Offering (engagement letter dated November 10, 2025, Matter No. 1045-00001);

(b) the preparation, review, and circulation of the Preliminary Confidential Offering Memorandum and drafts thereof to the Initial Purchasers and their counsel;

(c) the conduct of due diligence sessions with the Initial Purchasers, their counsel, and the Bank's legal and financial advisors (held December 9–11, 2025, at the offices of Calderwood & Harkness LLP in New York, New York);

(d) the presentations to Meridian Ratings Group, Inc. and Archer Bond Analytics LLC in connection with the solicitation of credit ratings on the Notes (held January 8, 2026);

(e) the investor roadshow conducted with the Initial Purchasers and members of the Bank's senior management (held February 17–18, 2026);

(f) the filing of the OCC subordinated debt notice under 12 C.F.R. § 5.47 and all related communications with the OCC;

(g) the negotiation and preparation of the Indenture, Purchase Agreement, Registration Rights Agreement, and related transaction documents; and

(h) all other preliminary and preparatory steps taken in furtherance of the Offering.

ARTICLE XII — GENERAL AUTHORITY

RESOLVED, that the Authorized Officers, acting singly or together, are hereby authorized and empowered to take or cause to be taken any and all such further actions, and to execute and deliver, or cause to be executed and delivered, any and all such further documents, instruments, certificates, agreements, notices, and filings, in the name and on behalf of the Bank, as any such officer may deem necessary, advisable, or appropriate to carry out the intent and purposes of the foregoing Resolutions and to consummate the transactions contemplated thereby, the execution and delivery of any such document or the taking of any such action to be conclusive evidence of such officer's determination that the same is necessary, advisable, or appropriate, without the necessity of any further act or approval by this Board.

RESOLVED FURTHER, that the Corporate Secretary of the Bank is hereby authorized and directed to insert copies of the applicable transaction documents, including the executed Indenture, Purchase Agreement, Registration Rights Agreement, Global Note, Offering Memorandum, and such other documents as the Corporate Secretary may deem appropriate, into the minute books and official records of the Bank, and to maintain such records in accordance with the Bank's record retention policies and applicable law.

CLOSING. The foregoing Resolutions were duly adopted by the affirmative vote of the directors present at the duly called and convened meeting of the Board of Directors of Belmont Ridge Bank, National Association, held on January 28, 2026, such directors constituting a quorum of the Board as required by the Articles of Association and Bylaws of the Bank, with no dissenting votes and no abstentions. No further action by the Board of Directors, any committee thereof, or the sole shareholder of the Bank is required under the Articles of Association, the Bylaws, or applicable law to authorize the transactions contemplated by the foregoing Resolutions.

\* \* \* \* \*

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of Belmont Ridge Bank, National Association, this 24th day of February, 2026.

BELMONT RIDGE BANK, NATIONAL ASSOCIATION

By: ________

Name: Diane K. Wexler

Title: General Counsel and Corporate Secretary

Date: February 24, 2026

[CORPORATE SEAL]

Payee	Description	Estimated Amount
Calderwood & Harkness LLP	Issuer's counsel fees and disbursements	$425,000
Pennfield & Associates LLP	Initial purchasers' counsel fees and disbursements (reimbursed by BRB per Purchase Agreement)	$275,000
Brindoval Trust Company, N.A.	Trustee acceptance fee and first-year annual fee	$35,000
Whitmore & Lathrop, P.C.	Comfort letter fee	$85,000
Meridian Ratings Group, Inc. and Archer Bond Analytics LLC	Rating agency fees (combined)	$210,000
Donnegan Financial Press Inc.	Printing of Offering Memorandum and related materials	$45,000
Miscellaneous	Blue sky filings, EDGAR filing fees, DTC fees, and miscellaneous expenses	$75,000
Total Estimated Expenses	$1,150,000
Name	Title
Marcus D. Harrington	Chief Executive Officer
Priya Narasimhan	Chief Financial Officer
Diane K. Wexler	General Counsel and Corporate Secretary
Jonathan R. Talbott	Treasurer

CERTIFIED COPY OF RESOLUTIONS OF THE BOARD OF DIRECTORS OF BELMONT RIDGE BANK, NATIONAL ASSOCIATION
I, Diane K. Wexler, in my capacity as General Counsel and Corporate Secretary of Belmont Ridge Bank, National Association, a national banking association duly organized and existing under the National Bank Act (12 U.S.C. §§ 21 et seq.), with its principal office located at 600 Lexington Avenue, 38th Floor, New York, New York 10022 (OCC Charter No. 18742) (the "Bank" or "BRB"), do hereby certify as follows:
1.  The following is a true, correct, and complete copy of certain resolutions (the "Resolutions") duly adopted by the Board of Directors of Belmont Ridge Bank, National Association (the "Board") at a meeting of the Board duly called and held on January 28, 2026, at which meeting a quorum of the directors of the Bank was present and acting throughout in accordance with the Articles of Association and Bylaws of the Bank and applicable law.
2.  Such Resolutions have not been amended, modified, rescinded, or revoked in whole or in part since the date of their adoption, and such Resolutions remain in full force and effect as of the date hereof.
3.  The Articles of Association and Bylaws of the Bank have not been amended, supplemented, or otherwise modified since the date of the meeting described above in any manner that would affect, limit, or impair the authority granted by these Resolutions or the power of the officers named herein to act thereunder.
4.  The meeting at which the Resolutions were adopted was duly called and noticed in accordance with the Bylaws of the Bank, the Articles of Association, and all applicable laws, rules, and regulations, including the regulations of the Office of the Comptroller of the Currency.
RESOLUTIONS OF THE BOARD OF DIRECTORS OF BELMONT RIDGE BANK, NATIONAL ASSOCIATION
Adopted January 28, 2026
RECITALS.  WHEREAS, the Bank is a national banking association duly organized and existing under the laws of the United States, chartered by the Office of the Comptroller of the Currency ("OCC") (OCC Charter No. 18742, RSSD ID 2847391, FDIC Certificate No. 28463), with its principal office located at 600 Lexington Avenue, 38th Floor, New York, New York 10022, and is authorized to conduct the general business of banking in accordance with the National Bank Act and the rules and regulations of the OCC;
WHEREAS, the Bank is a wholly-owned subsidiary of Belmont Ridge Financial Group, Inc., a corporation organized and existing under the laws of the State of Delaware ("BRFG" or the "Parent"), which is a bank holding company registered with the Board of Governors of the Federal Reserve System under the Bank Holding Company Act of 1956, as amended;
WHEREAS, management of the Bank has recommended that the Bank issue subordinated notes in an aggregate principal amount of up to Three Hundred Fifty Million Dollars ($350,000,000), to be designated as the Bank's 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036 (the "Notes"), in a private placement exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) thereof and Rule 144A promulgated thereunder, to qualified institutional buyers as defined in Rule 144A under the Securities Act ("QIBs");
WHEREAS, the Notes are intended to qualify as Tier 2 capital of the Bank under the capital adequacy rules of the OCC set forth in 12 C.F.R. Part 3, which implements the Basel III capital framework as applicable to national banking associations, and thereby strengthen the Bank's regulatory capital position;
WHEREAS, the net proceeds of the offering of the Notes (the "Offering") will be used for general corporate purposes, including, without limitation, support of the Bank's digital banking expansion initiative (known internally as "BRB Digital") and, at the discretion of management, the potential future redemption, in whole or in part, of the Bank's existing 5.250% Subordinated Notes due 2027 (original aggregate principal amount of $200,000,000, currently outstanding in an aggregate principal amount of $200,000,000, issued on November 15, 2017, and maturing on November 15, 2027) (the "Existing Notes"), subject to compliance with applicable regulatory requirements, including prior OCC approval of any such redemption;
WHEREAS, in connection with the Offering, the Bank proposes to enter into: (a) an Indenture (the "Indenture") with Brindoval Trust Company, National Association, a national banking association, as trustee, paying agent, registrar, and transfer agent (in such capacities, the "Trustee"); (b) a Purchase Agreement (the "Purchase Agreement") with Wainwright Zanthor & Co., LLC, as representative of the initial purchasers (in such capacity, the "Representative"), Redstone Capital Markets LLC, and Kensington Hale Securities Inc. (collectively, with the Representative, the "Initial Purchasers"), providing for the purchase and sale of the Notes; and (c) a Registration Rights Agreement (the "Registration Rights Agreement") with the Initial Purchasers, providing for certain registration rights with respect to the Notes;
WHEREAS, the Bank has engaged Calderwood & Harkness LLP as issuer's counsel in connection with the Offering, and Whitmore & Lathrop, P.C. serves as the Bank's independent registered public accounting firm and has been engaged to deliver a comfort letter in connection with the Offering, and Pennfield & Associates LLP is serving as counsel to the Initial Purchasers;
WHEREAS, the Bank has applied to the OCC under 12 C.F.R. § 5.47 for a determination of non-objection to the issuance of the Notes as subordinated debt qualifying as Tier 2 capital, and the Bank's management has been working cooperatively with the OCC in connection with such application;
WHEREAS, the Bank has obtained credit ratings on the Notes from Meridian Ratings Group, Inc. (an investment grade rating of BBB, with a stable outlook) and Archer Bond Analytics LLC (an investment grade rating of Baa2, with a stable outlook), which ratings are based on the Bank's current financial condition, capitalization, and operating performance;
WHEREAS, the Board has reviewed and considered the terms and conditions of the proposed Offering and the related transaction documents, including without limitation the financial terms and projected costs thereof, the regulatory implications of the issuance, the impact on the Bank's capital ratios and capital planning, presentations from the Bank's management and the Initial Purchasers, advice from the Bank's legal counsel, and such other information as the Board deemed relevant, and, after due consideration, the Board has determined that the Offering is in the best interests of the Bank and its stakeholders, including its depositors, creditors, and sole shareholder;
NOW, THEREFORE, BE IT RESOLVED, by the Board of Directors of Belmont Ridge Bank, National Association, as follows:
ARTICLE I — AUTHORIZATION OF THE NOTES AND THE OFFERING
RESOLVED, that the Bank is hereby authorized to create, issue, and sell, in one or more closings, up to Three Hundred Fifty Million Dollars ($350,000,000) in aggregate principal amount of 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036, on the following material terms and conditions:
Aggregate Principal Amount: $350,000,000.
Coupon (Fixed Rate Period): 6.750% per annum, payable semi-annually in arrears on March 1 and September 1 of each year, commencing September 1, 2026, to and including the Fixed-to-Floating Rate Reset Date (as defined below). Interest during the Fixed Rate Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months.
Coupon (Floating Rate Period): Compounded SOFR (the Secured Overnight Financing Rate, as published by the Federal Reserve Bank of New York) plus 275 basis points (2.75%), payable quarterly in arrears on March 1, June 1, September 1, and December 1 of each year, commencing March 1, 2031. Interest during the Floating Rate Period shall be computed on the basis of a 360-day year and the actual number of days elapsed.
Fixed-to-Floating Rate Reset Date: March 1, 2031.
Maturity Date: March 1, 2036.
Issue Price: 99.750% of the principal amount of the Notes.
Denomination: The Notes shall be issuable in minimum denominations of $150,000 and integral multiples of $1,000 in excess thereof.
Form: The Notes shall be issued in the form of one or more global notes in fully registered, book-entry form only, held through the facilities of The Depository Trust Company ("DTC"), with Cede & Co. as nominee of DTC.
CUSIP: 082651 AB7.
ISIN: US082651AB73.
Ranking: The Notes shall constitute subordinated unsecured obligations of the Bank, and shall be: (i) subordinate and junior in right of payment to all senior indebtedness of the Bank, including all deposits (whether or not insured by the Federal Deposit Insurance Corporation) and all other general creditor claims; (ii) pari passu in right of payment with the Bank's existing 5.250% Subordinated Notes due 2027 and any other subordinated debt of the Bank that by its terms ranks equally with the Notes; and (iii) senior in right of payment to any junior subordinated debt of the Bank and all classes of equity securities of the Bank, including preferred stock and common stock.
Optional Redemption: The Notes shall be callable at the option of the Bank, in whole or in part, at a redemption price equal to 100% of the principal amount being redeemed, plus accrued and unpaid interest thereon to, but excluding, the redemption date, (a) on the Fixed-to-Floating Rate Reset Date (March 1, 2031) or on any date thereafter, (b) upon the occurrence of a Tax Event (as defined in the Indenture) at any time, or (c) upon the occurrence of a Regulatory Capital Treatment Event (as defined in the Indenture) at any time. Any redemption shall be subject to the prior written approval of the OCC in accordance with 12 C.F.R. § 5.47 and any other applicable regulatory requirements.
Tier 2 Capital Treatment: The Notes are intended to qualify as Tier 2 capital of the Bank under 12 C.F.R. Part 3, Subpart C, and shall contain the terms required for Tier 2 capital eligibility, including without limitation the subordination provisions, the minimum original maturity of at least five years, the absence of credit-sensitive features, and the absence of acceleration rights (other than upon the appointment of a receiver for the Bank).
Offering Type: The Notes shall be offered and sold in a private placement pursuant to Rule 144A under the Securities Act to QIBs. The Offering shall be a domestic-only offering with no Regulation S tranche and no offers or sales outside the United States.
Securities Act Exemption: The offer and sale of the Notes shall be exempt from registration under the Securities Act pursuant to Section 4(a)(2) thereof, with resales by the Initial Purchasers made in reliance upon Rule 144A.
Trust Indenture Act Exemption: The Indenture will not be qualified under the Trust Indenture Act of 1939, as amended (the "TIA"), in reliance upon the exemption provided by Section 304(a)(4)(A) of the TIA for securities issued by a national banking association.
Or on such other terms as the Authorized Officers (as defined below) may approve, with such approval to be conclusively evidenced by the execution and delivery of the applicable documents; provided, that the aggregate principal amount of the Notes shall not exceed $350,000,000, the annual coupon rate during the Fixed Rate Period shall not exceed 7.250%, and the spread over Compounded SOFR during the Floating Rate Period shall not exceed 325 basis points, without further authorization from this Board.
ARTICLE II — AUTHORIZATION OF THE INDENTURE
RESOLVED, that the Bank is hereby authorized to enter into the Indenture, to be dated as of the closing date of the Offering (the closing date being currently expected to be February 24, 2026, or such other date as the Authorized Officers may determine in their discretion) (the "Closing Date"), by and between the Bank, as issuer, and Brindoval Trust Company, National Association, as Trustee, paying agent, registrar, and transfer agent, with its Corporate Trust Office located at 100 Federal Street, Suite 800, Boston, Massachusetts 02110, substantially in the form presented to this meeting and reviewed by the Board, or with such changes, modifications, amendments, additions, or deletions as the Authorized Officers executing the same may approve, such approval to be conclusively evidenced by such officer's execution and delivery thereof.
RESOLVED FURTHER, that the Authorized Officers are hereby authorized and directed to execute and deliver the Indenture on behalf of the Bank, and to take all actions contemplated thereby, including without limitation the appointment of the Trustee as paying agent, registrar, and transfer agent with respect to the Notes, and the agreement to pay such fees, expenses, and indemnification obligations as are set forth therein.
ARTICLE III — AUTHORIZATION OF THE PURCHASE AGREEMENT
RESOLVED, that the Bank is hereby authorized to enter into the Purchase Agreement with the following Initial Purchasers:
(a) Wainwright Zanthor & Co., LLC, with offices at 383 Madison Avenue, New York, New York 10179, acting as Representative of the Initial Purchasers and lead bookrunner;
(b) Redstone Capital Markets LLC, with offices at 200 Park Avenue, Suite 4500, New York, New York 10166, acting as co-manager; and
(c) Kensington Hale Securities Inc., with offices at One World Financial Center, Suite 2700, New York, New York 10281, acting as co-manager;
providing for the purchase and sale of the Notes at the issue price of 99.750% of the principal amount thereof, less an initial purchasers' discount of 0.650% of the aggregate principal amount of the Notes (equal to $2,275,000), resulting in aggregate net proceeds to the Bank, before the payment of offering expenses, of $346,850,000, substantially in the form presented to this meeting and reviewed by the Board, or with such changes, modifications, amendments, additions, or deletions as the Authorized Officers executing the same may approve, such approval to be conclusively evidenced by such officer's execution and delivery thereof.
RESOLVED FURTHER, that the Authorized Officers are hereby authorized and directed to execute and deliver the Purchase Agreement on behalf of the Bank, and to comply with the Bank's obligations thereunder, including without limitation the delivery of customary closing documents, officers' certificates, legal opinions, comfort letters, and other deliverables required by the Purchase Agreement.
ARTICLE IV — AUTHORIZATION OF THE REGISTRATION RIGHTS AGREEMENT
RESOLVED, that the Bank is hereby authorized to enter into the Registration Rights Agreement, to be dated as of the Closing Date, by and between the Bank and the Initial Purchasers, providing for, among other things, the Bank's obligation to file a shelf registration statement under the Securities Act or to consummate a registered exchange offer with respect to the Notes within the periods specified therein, together with provisions for the payment of liquidated damages in the form of additional interest in the event of a registration default, substantially in the form presented to this meeting and reviewed by the Board, or with such changes, modifications, amendments, additions, or deletions as the Authorized Officers executing the same may approve, such approval to be conclusively evidenced by such officer's execution and delivery thereof.
RESOLVED FURTHER, that the Authorized Officers are hereby authorized and directed to execute and deliver the Registration Rights Agreement on behalf of the Bank, and to take all actions and execute all documents required or contemplated thereunder in furtherance of the Bank's obligations with respect to registration of the Notes or the exchange notes, as applicable.
ARTICLE V — AUTHORIZATION OF THE OFFERING MEMORANDUM AND RELATED DISCLOSURE DOCUMENTS
RESOLVED, that the preparation, execution, and distribution of the following documents in connection with the Offering and sale of the Notes to QIBs are hereby authorized, approved, and ratified in all respects:
(a) the Preliminary Confidential Offering Memorandum dated February 14, 2026 (the "Preliminary Offering Memorandum"), including all exhibits, annexes, and supplements thereto, as circulated to prospective investors in connection with the marketing of the Notes;
(b) the Confidential Offering Memorandum dated February 19, 2026 (the "Offering Memorandum"), including all exhibits, annexes, and supplements thereto, reflecting the final terms and pricing of the Notes; and
(c) the Pricing Term Sheet dated February 19, 2026 (the "Pricing Term Sheet"), setting forth the final pricing terms of the Notes.
RESOLVED FURTHER, that the Authorized Officers are hereby authorized to approve the final form and content of the Preliminary Offering Memorandum, the Offering Memorandum, and the Pricing Term Sheet, and to make or authorize such changes, modifications, additions, or deletions thereto as such officers may deem necessary, advisable, or appropriate in connection with the Offering, including without limitation updates to the Bank's financial information, risk factors, and other disclosure as required to ensure the accuracy and completeness thereof. The Authorized Officers are further authorized to distribute, or cause to be distributed, such documents to the Initial Purchasers, prospective investors, and such other parties as may be necessary or appropriate in connection with the Offering.
ARTICLE VI — AUTHORIZATION OF THE GLOBAL NOTE
RESOLVED, that the Bank is hereby authorized to execute and deliver one or more Rule 144A Global Notes in fully registered form representing the aggregate principal amount of $350,000,000 of the Notes (or such lesser amount as may be finally determined by the Authorized Officers), substantially in the form attached as an exhibit to the Indenture, and to cause each such Global Note to be authenticated by the Trustee in accordance with the terms of the Indenture and delivered to The Depository Trust Company or its nominee, Cede & Co., for credit to the accounts of the Initial Purchasers or their respective designees in accordance with the customary DTC settlement procedures.
RESOLVED FURTHER, that the Authorized Officers are hereby authorized and directed to execute and deliver each such Global Note on behalf of the Bank, and that the signature of any Authorized Officer appearing on a Global Note shall be sufficient to bind the Bank, whether or not such person continues to hold such office at the time of authentication or delivery of such Global Note.
ARTICLE VII — REGULATORY FILINGS AND APPROVALS
RESOLVED, that the Authorized Officers are hereby authorized and directed to take the following actions in connection with regulatory filings and approvals related to the Offering:
(a) OCC Non-Objection: File with the Office of the Comptroller of the Currency, or cause to be filed, the notice required under 12 C.F.R. § 5.47 regarding the issuance of the Notes as subordinated debt qualifying as Tier 2 capital of the Bank, and to accept and act upon the OCC's letter of non-objection to the issuance (OCC File No. 2026-SUB-0031, received by the Bank on February 12, 2026), and to comply with any conditions or requirements set forth therein;
(b) Post-Issuance OCC Notification: File or cause to be filed the post-issuance notification with the OCC within the period required by applicable regulation after the Closing Date, including without limitation the final terms of the Notes, copies of the executed Indenture and other transaction documents, and such other information as the OCC may require;
(c) Federal Reserve Coordination: Coordinate with BRFG, the Bank's parent holding company, regarding the filing of applicable Federal Reserve reports, including without limitation the Consolidated Financial Statements for Holding Companies (Form FR Y-9C) and any other reports required to reflect the Bank's issuance of the Notes and the corresponding increase in Tier 2 capital of the consolidated holding company;
(d) Other Filings: Make or cause to be made such other filings and obtain or cause to be obtained such other approvals, consents, exemptions, or no-action positions as may be necessary or advisable in connection with the Offering, including without limitation any applicable state securities or "blue sky" filings, filings with the Securities and Exchange Commission's Electronic Data Gathering, Analysis, and Retrieval system ("EDGAR") if required, DTC eligibility letters, CUSIP and ISIN applications, and any other filings, notifications, or registrations with governmental or regulatory bodies or self-regulatory organizations as the Authorized Officers may deem necessary or appropriate.
ARTICLE VIII — USE OF PROCEEDS
RESOLVED, that the net proceeds of the Offering, estimated at approximately Three Hundred Forty-Five Million Seven Hundred Thousand Dollars ($345,700,000) after deduction of the initial purchasers' discount of $2,275,000 and estimated offering expenses of $1,150,000 (as further described herein), together with any additional amounts received if the final aggregate principal amount exceeds the currently anticipated amount, and after reduction for any shortfall in the aggregate principal amount, shall be used for general corporate purposes of the Bank, including without limitation the support and funding of the Bank's digital banking expansion initiative (BRB Digital), working capital needs, organic growth opportunities, and, at the discretion of management and subject to applicable regulatory approvals, the potential future redemption, in whole or in part, of the Bank's existing 5.250% Subordinated Notes due 2027. The Authorized Officers are authorized to allocate and deploy the net proceeds in such manner and at such times as they shall determine in their business judgment to be in the best interests of the Bank.
ARTICLE IX — EXPENSE APPROVALS
RESOLVED, that the Bank is hereby authorized to pay or reimburse, as applicable, the following estimated expenses incurred or to be incurred in connection with the Offering, and the Authorized Officers are authorized to approve, execute, and deliver engagement letters, fee agreements, and payment instructions with respect thereto:
RESOLVED FURTHER, that the Authorized Officers are authorized to pay or cause to be paid such additional expenses as may be incurred in connection with the Offering in excess of the foregoing estimates, provided that any such excess, in the aggregate, does not exceed fifteen percent (15%) of the total estimated expenses set forth above (i.e., $172,500) without further authorization from this Board.
ARTICLE X — DESIGNATION OF AUTHORIZED OFFICERS
RESOLVED, that each of the following officers of the Bank (each, an "Authorized Officer" and, collectively, the "Authorized Officers") is hereby authorized and empowered, acting singly or together with one or more other Authorized Officers, to execute and deliver, in the name and on behalf of the Bank, the Indenture, the Purchase Agreement, the Registration Rights Agreement, the Global Note, the Offering Memorandum, and any and all certificates (including officers' certificates and closing certificates), instruments, agreements, documents, schedules, notices, consents, waivers, amendments, and filings as may be necessary, advisable, or desirable in connection with the Offering and the transactions contemplated by the foregoing resolutions:
RESOLVED FURTHER, that the Authorized Officers are hereby authorized to determine the final terms of the Notes and the Offering, including without limitation the final aggregate principal amount, the coupon rate (during both the Fixed Rate Period and the Floating Rate Period), the issue price, the maturity date, the Fixed-to-Floating Rate Reset Date, and such other terms, within the parameters and subject to the limitations set forth in these Resolutions, and that the execution and delivery of any document, instrument, certificate, or agreement by any Authorized Officer shall be conclusive evidence of such officer's approval of the terms thereof and of such officer's determination that the execution and delivery thereof is authorized by and consistent with these Resolutions.
RESOLVED FURTHER, that any single Authorized Officer shall have the full power and authority to act on behalf of the Bank under these Resolutions, and that any action taken or document executed by any one Authorized Officer shall be as valid and binding upon the Bank as if taken or executed by all of the Authorized Officers.
ARTICLE XI — RATIFICATION OF PRIOR ACTIONS
RESOLVED, that all actions heretofore taken by any officer, director, employee, agent, or authorized representative of the Bank in connection with the proposed Offering, including without limitation the following actions, are hereby ratified, confirmed, and approved in all respects as the acts and deeds of the Bank:
(a) the engagement of Calderwood & Harkness LLP as issuer's counsel in connection with the Offering (engagement letter dated November 10, 2025, Matter No. 1045-00001);
(b) the preparation, review, and circulation of the Preliminary Confidential Offering Memorandum and drafts thereof to the Initial Purchasers and their counsel;
(c) the conduct of due diligence sessions with the Initial Purchasers, their counsel, and the Bank's legal and financial advisors (held December 9–11, 2025, at the offices of Calderwood & Harkness LLP in New York, New York);
(d) the presentations to Meridian Ratings Group, Inc. and Archer Bond Analytics LLC in connection with the solicitation of credit ratings on the Notes (held January 8, 2026);
(e) the investor roadshow conducted with the Initial Purchasers and members of the Bank's senior management (held February 17–18, 2026);
(f) the filing of the OCC subordinated debt notice under 12 C.F.R. § 5.47 and all related communications with the OCC;
(g) the negotiation and preparation of the Indenture, Purchase Agreement, Registration Rights Agreement, and related transaction documents; and
(h) all other preliminary and preparatory steps taken in furtherance of the Offering.
ARTICLE XII — GENERAL AUTHORITY
RESOLVED, that the Authorized Officers, acting singly or together, are hereby authorized and empowered to take or cause to be taken any and all such further actions, and to execute and deliver, or cause to be executed and delivered, any and all such further documents, instruments, certificates, agreements, notices, and filings, in the name and on behalf of the Bank, as any such officer may deem necessary, advisable, or appropriate to carry out the intent and purposes of the foregoing Resolutions and to consummate the transactions contemplated thereby, the execution and delivery of any such document or the taking of any such action to be conclusive evidence of such officer's determination that the same is necessary, advisable, or appropriate, without the necessity of any further act or approval by this Board.
RESOLVED FURTHER, that the Corporate Secretary of the Bank is hereby authorized and directed to insert copies of the applicable transaction documents, including the executed Indenture, Purchase Agreement, Registration Rights Agreement, Global Note, Offering Memorandum, and such other documents as the Corporate Secretary may deem appropriate, into the minute books and official records of the Bank, and to maintain such records in accordance with the Bank's record retention policies and applicable law.
CLOSING.  The foregoing Resolutions were duly adopted by the affirmative vote of the directors present at the duly called and convened meeting of the Board of Directors of Belmont Ridge Bank, National Association, held on January 28, 2026, such directors constituting a quorum of the Board as required by the Articles of Association and Bylaws of the Bank, with no dissenting votes and no abstentions. No further action by the Board of Directors, any committee thereof, or the sole shareholder of the Bank is required under the Articles of Association, the Bylaws, or applicable law to authorize the transactions contemplated by the foregoing Resolutions.
\* \* \* \* \*
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of Belmont Ridge Bank, National Association, this 24th day of February, 2026.
BELMONT RIDGE BANK, NATIONAL ASSOCIATION
By: ________
Name: Diane K. Wexler
Title: General Counsel and Corporate Secretary
Date: February 24, 2026
[CORPORATE SEAL]
Payee | Description | Estimated Amount
Calderwood & Harkness LLP | Issuer's counsel fees and disbursements | $425,000
Pennfield & Associates LLP | Initial purchasers' counsel fees and disbursements (reimbursed by BRB per Purchase Agreement) | $275,000
Brindoval Trust Company, N.A. | Trustee acceptance fee and first-year annual fee | $35,000
Whitmore & Lathrop, P.C. | Comfort letter fee | $85,000
Meridian Ratings Group, Inc. and Archer Bond Analytics LLC | Rating agency fees (combined) | $210,000
Donnegan Financial Press Inc. | Printing of Offering Memorandum and related materials | $45,000
Miscellaneous | Blue sky filings, EDGAR filing fees, DTC fees, and miscellaneous expenses | $75,000
Total Estimated Expenses | $1,150,000
Name | Title
Marcus D. Harrington | Chief Executive Officer
Priya Narasimhan | Chief Financial Officer
Diane K. Wexler | General Counsel and Corporate Secretary
Jonathan R. Talbott | Treasurer

CERTIFIED COPY OF RESOLUTIONS OF THE BOARD OF DIRECTORS OF BELMONT RIDGE BANK, NATIONAL ASSOCIATION

RESOLUTIONS OF THE BOARD OF DIRECTORS OF BELMONT RIDGE BANK, NATIONAL ASSOCIATION

CUSIP: 082651 AB7.

ISIN: US082651AB73.

BELMONT RIDGE BANK, NATIONAL ASSOCIATION

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