1045-00001 · Client 1045 · Closing

comfort-letter-request.docx DOCUMENT Capital Markets

5 / 35 ← → ✕

Contract analysis Extract to table

CONFIDENTIAL

CALDERWOOD & HARKNESS LLP One Liberty Plaza, 52nd Floor New York, NY 10006

Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com

Matter No.: 1045-00001

February 19, 2026

Gregory D. Fontaine Lead Audit Partner Whitmore & Lathrop, P.C. 30 Rockefeller Plaza, 25th Floor New York, NY 10112

Re: Comfort Letter — $350,000,000 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036 of Belmont Ridge Bank, National Association — Rule 144A Offering

Dear Mr. Fontaine:

1. Introduction and Background

Calderwood & Harkness LLP ("C&H") serves as issuer's counsel to Belmont Ridge Bank, National Association ("BRB"), a national banking association organized under the laws of the United States and regulated by the Office of the Comptroller of the Currency (the "OCC"), in connection with BRB's offering of $350,000,000 aggregate principal amount of its 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036 (the "Notes"). The Notes are being offered and sold in a private placement to qualified institutional buyers ("QIBs") pursuant to the exemption from registration provided by Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and, outside the United States, to non-U.S. persons in reliance on Regulation S under the Securities Act.

The offering is being conducted pursuant to a Purchase Agreement dated February 19, 2026 (the "Purchase Agreement"), entered into among BRB, on the one hand, and Wainwright Zanthor & Co., LLC, as representative of the several initial purchasers (in such capacity, the "Representative"), Redstone Capital Markets LLC, and Kensington Hale Securities Inc. (collectively, the "Initial Purchasers"), on the other hand. The Purchase Agreement sets forth the terms and conditions upon which the Initial Purchasers have severally agreed to purchase the Notes from BRB for resale to QIBs in accordance with Rule 144A.

The Notes are described in a Confidential Offering Memorandum dated February 19, 2026 (the "Offering Memorandum"), as supplemented by a Pricing Term Sheet dated February 19, 2026 (the "Pricing Term Sheet" and, together with the Offering Memorandum, the "Offering Documents"). The Offering Memorandum contains, among other things, audited and unaudited financial information of BRB, selected financial data, capitalization information, regulatory capital data, and a discussion and analysis of BRB's financial condition and results of operations for the periods covered therein. The Pricing Term Sheet sets forth the final pricing terms of the Notes, including the public offering price, the interest rate, and certain other terms that were determined at the time of pricing on February 19, 2026.

The closing of the offering is expected to occur on February 24, 2026 (the "Closing Date"), at which time the Notes will be delivered to the Initial Purchasers against payment of the purchase price therefor.

We understand that Whitmore & Lathrop, P.C. ("W&L") serves as the independent registered public accounting firm for BRB and has audited BRB's consolidated financial statements for the fiscal year ended December 31, 2025. We are writing to request that W&L prepare and deliver a comfort letter (and a bring-down comfort letter, as described below) in connection with the offering, as required under the Purchase Agreement, in the form and on the terms described in this letter.

2. Purchase Agreement Requirement

Section 7(f) of the Purchase Agreement provides, as a condition to the obligations of the Initial Purchasers to consummate the purchase of the Notes on the Closing Date, that the Initial Purchasers shall have received, on or before the Closing Date, a comfort letter from W&L, as BRB's independent registered public accounting firm, dated the Closing Date, in form and substance satisfactory to the Initial Purchasers and their counsel, Pennfield & Associates LLP ("Pennfield"). Specifically, Section 7(f) provides that:

"The Representative shall have received on the Closing Date a letter from Whitmore & Lathrop, P.C., the Bank's independent registered public accounting firm, dated the Closing Date and addressed to the Bank and to each of the Initial Purchasers, in form and substance satisfactory to the Representative and its counsel, containing statements and information of the type ordinarily included in accountants' comfort letters to underwriters with respect to the financial statements, financial data and other financial information included in the Offering Memorandum."

Accordingly, we request that the comfort letter be addressed to (i) BRB and (ii) each of the Initial Purchasers, namely:

• Wainwright Zanthor & Co., LLC;

• Redstone Capital Markets LLC; and

• Kensington Hale Securities Inc.

The comfort letter should be prepared in accordance with the standards set forth in AU-C Section 920, Letters for Underwriters and Certain Other Requesting Parties, as issued by the Auditing Standards Board of the American Institute of Certified Public Accountants (the "AICPA"), which superseded the former Statement on Auditing Standards No. 72 (SAS No. 72) and SAS No. 76. Although the offering is an unregistered Rule 144A placement, the Initial Purchasers are "underwriters" within the meaning of AU-C Section 920 and are entitled to receive a comfort letter of the type customarily provided in registered public offerings. We understand that W&L is familiar with the requirements of AU-C Section 920 and the form of comfort letters customarily delivered in similar capital markets transactions.

3. Scope of Comfort Letter — Audited Financial Statements

We request that the comfort letter include, at a minimum, the following confirmations with respect to audited financial information:

(a) Independence. The comfort letter should confirm that W&L is, as of the date of the comfort letter, an independent registered public accounting firm with respect to BRB within the meaning of the Securities Act and the applicable rules and regulations adopted by the U.S. Securities and Exchange Commission (the "SEC") thereunder, including Regulation S-X, and within the meaning of Rule 101 of the AICPA Code of Professional Conduct and its interpretations and rulings. While BRB is not a reporting company under the Securities Exchange Act of 1934, as amended, the independence confirmation should be framed in a manner consistent with the standards that would apply if the Notes were being offered pursuant to an effective registration statement, as is customary in Rule 144A offerings of this nature.

(b) Audit of Annual Financial Statements. The comfort letter should confirm that the audited consolidated financial statements of BRB (including the consolidated balance sheet, consolidated statements of income, consolidated statements of comprehensive income, consolidated statements of changes in stockholders' equity, and consolidated statements of cash flows) as of and for the fiscal year ended December 31, 2025, together with the related notes thereto, that are included in or incorporated by reference in the Offering Memorandum, were audited by W&L, and that W&L's report thereon, dated as indicated therein, is included in the Offering Memorandum. The comfort letter should further confirm that such audit was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) (the "PCAOB") and that such report was issued in accordance with those standards.

(c) No Qualification or Modification of Report. To the extent applicable, the comfort letter should confirm that W&L's audit report on the December 31, 2025 consolidated financial statements does not contain any qualification, modification, explanatory paragraph (other than any standard explanatory language), or adverse opinion, and that such report does not include a disclaimer of opinion. Should any of the foregoing conditions not be met, W&L should notify us immediately.

4. Scope of Comfort Letter — Unaudited Financial Data and Interim Periods

(a) Negative Assurance on Unaudited Interim Financial Information. To the extent that any unaudited interim financial information of BRB (including, without limitation, any condensed consolidated balance sheet or condensed consolidated statement of income for any interim period subsequent to December 31, 2025) is included in the Offering Memorandum, we request that the comfort letter provide negative assurance with respect to such unaudited interim financial information. Specifically, we request that W&L state that, on the basis of its review of such interim financial information in accordance with PCAOB standards or AICPA standards applicable to reviews of interim financial information (as appropriate), nothing came to W&L's attention that caused it to believe that any material modifications should be made to such unaudited interim financial information for it to be in conformity with U.S. generally accepted accounting principles ("U.S. GAAP") applied on a basis substantially consistent with that of the audited consolidated financial statements.

(b) Agreed-Upon Procedures on Unaudited Financial Data and Statistical Information. We further request that the comfort letter describe specified procedures performed by W&L with respect to certain unaudited financial data and statistical information of a financial nature set forth in the Offering Memorandum (including information contained in textual, narrative, and tabular form), and the findings resulting from such procedures, in accordance with AU-C Section 920. Such procedures should cover, at a minimum, the following categories of financial information appearing in the Offering Memorandum:

(i) Total Assets. Total assets of BRB as of December 31, 2025, reported in the Offering Memorandum as approximately $62.4 billion, should be compared to the audited consolidated balance sheet of BRB and/or BRB's Consolidated Reports of Condition and Income ("Call Reports") filed with the OCC and the Federal Financial Institutions Examination Council ("FFIEC") for the applicable period.

(ii) Capital Ratios. Regulatory capital ratios of BRB, including the Tier 1 capital ratio (reported as 11.8% as of December 31, 2025) and the total risk-based capital ratio (reported as 14.2% as of December 31, 2025), should be compared to Call Report data filed with the OCC/FFIEC, BRB's internal regulatory capital calculation workpapers, or other specified sources.

(iii) Outstanding Indebtedness. Information regarding outstanding indebtedness of BRB, including the aggregate principal amount outstanding under BRB's existing 5.250% Subordinated Notes due 2027 (reported as $200,000,000 outstanding), should be compared to BRB's books and records, audited financial statements, or other specified sources.

(iv) Capitalization Table Data. All dollar amounts, percentages, and line items appearing in the capitalization table set forth in the Offering Memorandum, including both actual capitalization as of the most recent date presented and pro forma capitalization giving effect to the issuance of the Notes and the application of the estimated net proceeds therefrom, should be compared to BRB's accounting records and, in the case of pro forma adjustments, to supporting calculations prepared by BRB management and reviewed by W&L.

(v) Selected Financial Data and Operating Ratios. All financial figures, ratios, and other data appearing in the "Selected Financial Data" section of the Offering Memorandum, including but not limited to net interest income, net income, return on average assets, return on average equity, net interest margin, efficiency ratio, nonperforming asset ratios, allowance for credit losses as a percentage of total loans, and other selected financial and operating metrics, should be compared to BRB's audited financial statements, Call Reports, or other specified sources.

(vi) Pro Forma Financial Information. Any pro forma financial information included in the Offering Memorandum, including pro forma regulatory capital ratios giving effect to the issuance of the Notes (and the qualification of the Notes as Tier 2 capital under applicable Basel III regulatory capital rules), should be compared to supporting calculations prepared by BRB management and reviewed by W&L. This should include, without limitation, the pro forma total risk-based capital ratio and pro forma Tier 2 capital amounts, in each case after giving effect to estimated net proceeds of $345,700,000 (after deduction of underwriting discounts and commissions and estimated offering expenses payable by BRB).

(vii) Other Financial Figures. Any other financial figures, dollar amounts, percentages, or statistical data derived from or based upon BRB's accounting records, internal management reports, or regulatory filings that appear anywhere in the Offering Memorandum should be compared to such underlying records or reports.

In each case, we request that the comfort letter describe the specific procedures performed and state the findings, including whether such amounts agree or disagree with the applicable source materials. Where immaterial differences exist, we request that W&L identify such differences and their amounts.

5. Specified Financial Data in the Offering Memorandum

For the avoidance of doubt, we request that the agreed-upon procedures described in Section 4(b) above cover financial data and statistical information appearing in each of the following sections of the Offering Memorandum (to the extent such sections contain financial figures, amounts, percentages, ratios, or other quantitative data derived from BRB's accounting records or regulatory filings):

(i) "Summary" — including all selected financial highlights, key financial metrics, and other quantitative data appearing in the summary section of the Offering Memorandum;

(ii) "Use of Proceeds" — including the expected net proceeds from the offering, the intended application of such proceeds, and any related financial calculations;

(iii) "Capitalization" — including the actual and pro forma capitalization table of BRB, giving effect to net proceeds of $345,700,000 (after deduction of all underwriting discounts and commissions and estimated offering expenses), and including all footnotes and explanatory information therein;

(iv) "Selected Financial Data" — including all financial data presented for the historical periods covered, all ratios, per-share data (if any), and other quantitative information;

(v) "Management's Discussion and Analysis of Financial Condition and Results of Operations" (or any comparable analytical section) — including all financial figures, dollar amounts, percentages, and statistical information contained therein, whether presented in narrative, textual, or tabular form;

(vi) "Description of the Notes — Ranking" — to the extent such section includes financial data regarding the aggregate principal amount of existing indebtedness, the relative priority and ranking of obligations, or other quantitative information regarding BRB's capital structure and outstanding liabilities;

(vii) "Regulatory Capital" — including all regulatory capital ratios, risk-weighted asset amounts, Basel III compliance data, Tier 1 capital amounts, Tier 2 capital amounts, Common Equity Tier 1 capital ratios, leverage ratios, and related quantitative information, both actual and pro forma; and

(viii) Any other section of the Offering Memorandum containing financial data, dollar amounts, percentages, ratios, or other quantitative information derived from or based upon BRB's accounting records, audited financial statements, Call Reports, or internal management reports.

We request that the comfort letter include agreed-upon procedures comparing each item of specified financial data in the Offering Memorandum to the underlying accounting records of BRB, the audited consolidated financial statements of BRB for the fiscal year ended December 31, 2025, the Call Reports filed by BRB with the OCC/FFIEC, or other specified sources identified in the comfort letter. In cases where specific amounts have been derived from calculations performed by BRB management (such as pro forma capital ratios), we request that W&L describe the procedures it performed to review such calculations.

6. Cut-Off Dates

The comfort letter should specify a "cut-off date" that is no more than three business days prior to the Closing Date. Given that the Closing Date is expected to be February 24, 2026, the cut-off date should be no earlier than February 19, 2026, and should preferably be February 20 or February 21, 2026, or such later date as is practicable given W&L's procedures.

In addition, we request that the comfort letter include "change period" procedures, providing negative assurance that, during the period from December 31, 2025 (the date of the most recent audited financial statements of BRB included in the Offering Memorandum) through the cut-off date, there has been:

(i) no decrease in total assets of BRB;

(ii) no decrease in total stockholders' equity (or total equity capital) of BRB;

(iii) no decrease in net income of BRB (on a consolidated basis);

(iv) no increase in total liabilities of BRB; and

(v) no increase in total nonperforming assets (including nonaccrual loans, loans past due 90 days or more and still accruing, and other real estate owned) of BRB,

in each case as compared to the corresponding amounts reflected in BRB's audited consolidated financial statements as of and for the fiscal year ended December 31, 2025, except as specifically set forth in, disclosed in, or contemplated by the Offering Memorandum or as otherwise set forth in the comfort letter.

The change period procedures described above should cover the entire period from December 31, 2025 through the cut-off date specified in the comfort letter. To the extent that W&L is unable to provide negative assurance as to any of the foregoing items for any portion of the change period, we request that W&L identify the specific item(s) and the reasons for such limitation in the draft comfort letter circulated for review.

7. Capsule Information and Tables

We request that the comfort letter specifically cover the accuracy of all dollar amounts, percentages, financial ratios, and other quantitative data appearing in tabular form in the Offering Memorandum, including (without limitation) any "capsule" financial information presented in the "Summary" or "Selected Financial Data" sections. Each such amount should be compared to BRB's books and records, audited consolidated financial statements, Call Reports filed with the OCC/FFIEC, or other specified sources identified by W&L.

We recognize that certain information appearing in the Offering Memorandum is derived from third-party sources and is not derived from or based upon BRB's own accounting records. By way of example, the market capitalization of BRB (referenced in the Offering Memorandum as approximately $8.2 billion) is derived from publicly available market data and is not within the scope of information that would customarily be covered by the comfort letter. Similarly, industry data, market data, and information attributed to third-party research or publications need not be covered by the comfort letter. We request that the comfort letter identify any items appearing in the Offering Memorandum that W&L has excluded from its procedures on the basis that such items are derived from third-party sources or are otherwise not susceptible to verification through W&L's procedures.

8. Bring-Down Comfort Letter

Section 7(f) of the Purchase Agreement may require, in addition to the initial comfort letter, the delivery at closing of a "bring-down" comfort letter (or bring-down letter) dated the Closing Date, February 24, 2026, confirming that the statements made in the initial comfort letter remain accurate and have not changed as of the Closing Date, except to the extent specified in such bring-down letter. The bring-down comfort letter should update the cut-off date to a date no more than three business days prior to the Closing Date (or, ideally, the business day immediately preceding the Closing Date, i.e., February 23, 2026) and should confirm that the change period procedures described in Section 6 above have been extended through such updated cut-off date.

We request that W&L confirm its willingness and ability to deliver both an initial comfort letter and a bring-down comfort letter in connection with the offering, each dated the Closing Date of February 24, 2026, or, if the initial comfort letter is to be delivered prior to the Closing Date, to deliver the initial comfort letter on such earlier date and the bring-down comfort letter on the Closing Date. The specific arrangement as to the timing and number of comfort letters to be delivered will be coordinated among the parties, consistent with the requirements of the Purchase Agreement and the preferences of the Initial Purchasers and their counsel.

9. Draft Review Process

Given the anticipated closing timeline, we respectfully request that W&L prepare and circulate a draft of the proposed comfort letter for review and comment at the earliest practicable date and in any event no later than February 20, 2026. The draft should be circulated simultaneously to each of the following:

(i) Calderwood & Harkness LLP, attention: Eric Johannsen

Email: ejohanssen@calderwoodharkness.com

Direct Dial: (212) 558-4127

(ii) Pennfield & Associates LLP, attention: Thomas R. Kessler and Nadia Volkov

Email: tkessler@pennfieldlaw.com; nvolkov@pennfieldlaw.com

Pennfield & Associates LLP serves as counsel to the Initial Purchasers in this transaction and, on behalf of the Initial Purchasers, may have additional comments, requests, or requirements regarding the form, scope, and substance of the comfort letter. Accordingly, we ask that W&L coordinate with both C&H and Pennfield throughout the comfort letter preparation process to ensure that the final comfort letter is in form and substance satisfactory to all parties.

We further request that W&L provide us, at the earliest practicable date, with a copy of any management representation letter (or officer's certificate) that W&L will require BRB management to execute in connection with the delivery of the comfort letter. Timely receipt of such requirements will allow BRB management to prepare, review, and execute the management representation letter on or before the Closing Date without delay. Any such representation letter requirements should be directed to Diane K. Wexler, General Counsel of BRB, and Priya Narasimhan, Chief Financial Officer of BRB, with a copy to the undersigned.

10. Fee Confirmation

We understand that BRB and W&L have previously discussed and agreed to a comfort letter fee of $85,000 in connection with the preparation and delivery of the comfort letter(s) described herein, which fee has been included in the offering expense budget for the transaction. BRB will be responsible for the payment of all fees, costs, and out-of-pocket expenses of W&L incurred in connection with the preparation and delivery of the comfort letter(s), in accordance with the engagement terms previously agreed between BRB and W&L. Any questions regarding billing arrangements or the payment of fees should be directed to Priya Narasimhan, Chief Financial Officer of BRB, or Jonathan R. Talbott, Treasurer of BRB.

11. Closing Logistics

The executed comfort letter (and, if applicable, the bring-down comfort letter) should be delivered on the Closing Date, February 24, 2026, as part of the closing deliverables for the offering. Delivery may be made at the offices of Calderwood & Harkness LLP, One Liberty Plaza, 52nd Floor, New York, NY 10006, or via electronic delivery (PDF transmitted by email to the parties identified in Section 9 above), with originally executed counterparts to follow promptly thereafter by hand delivery or overnight courier.

We request that W&L provide a sufficient number of originally executed counterparts of each comfort letter so that each of the following parties may receive an original:

(i) BRB; (ii) Wainwright Zanthor & Co., LLC; (iii) Redstone Capital Markets LLC; (iv) Kensington Hale Securities Inc.; (v) Calderwood & Harkness LLP; and (vi) Pennfield & Associates LLP.

Accordingly, we request that no fewer than six (6) originally executed counterparts of each comfort letter be provided at closing.

12. Confidentiality

We remind W&L that the Offering Memorandum, the Pricing Term Sheet, the Purchase Agreement, and the terms and conditions of the offering of the Notes are confidential and are not to be disclosed to any person or entity other than W&L's personnel directly involved in the preparation and delivery of the comfort letter and any related audit or review procedures. W&L and its personnel should treat all information relating to the offering, the Offering Documents, and the terms of the Notes as strictly confidential, in accordance with any confidentiality obligations applicable to W&L under its engagement letter with BRB and applicable professional standards.

We greatly appreciate W&L's prompt attention to this matter. As you are aware, the closing timeline is compressed, and the timely delivery of the comfort letter is critical to the successful closing of the offering on February 24, 2026. Your cooperation in circulating the draft comfort letter and coordinating with all parties on an expedited basis is both necessary and valued.

Should you have any questions regarding this letter or the comfort letter request, or should you wish to discuss any aspect of the scope, form, or procedures described herein, please do not hesitate to contact the undersigned, Eric Johannsen, at (212) 558-4127 or ejohanssen@calderwoodharkness.com, or Vivienne St. Claire, the responsible partner on this engagement, at (212) 558-4250 or vstclaire@calderwoodharkness.com.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Eric Johannsen

Title: Associate, Capital Markets

Direct: (212) 558-4127

Email: ejohanssen@calderwoodharkness.com

cc: (via email)

Vivienne St. Claire, Esq. — Calderwood & Harkness LLP (Responsible Partner)

Diane K. Wexler, Esq. — General Counsel, Belmont Ridge Bank, National Association

Priya Narasimhan — Chief Financial Officer, Belmont Ridge Bank, National Association

Jonathan R. Talbott — Treasurer, Belmont Ridge Bank, National Association

Thomas R. Kessler, Esq. — Pennfield & Associates LLP (Counsel to the Initial Purchasers)

Nadia Volkov, Esq. — Pennfield & Associates LLP

Douglas P. Moreno — Wainwright Zanthor & Co., LLC

Samantha Chen-Whitfield — Wainwright Zanthor & Co., LLC

Enclosures:

1. Execution copy of the Confidential Offering Memorandum dated February 19, 2026

2. Execution copy of the Pricing Term Sheet dated February 19, 2026

3. Relevant sections of the Purchase Agreement dated February 19, 2026 (including Section 7(f) — Comfort Letter Delivery Condition)

CONFIDENTIAL
CALDERWOOD & HARKNESS LLP One Liberty Plaza, 52nd Floor New York, NY 10006
Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com
Matter No.: 1045-00001
February 19, 2026
Gregory D. Fontaine Lead Audit Partner Whitmore & Lathrop, P.C. 30 Rockefeller Plaza, 25th Floor New York, NY 10112
Re: Comfort Letter — $350,000,000 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036 of Belmont Ridge Bank, National Association — Rule 144A Offering
Dear Mr. Fontaine:
1. Introduction and Background
Calderwood & Harkness LLP ("C&H") serves as issuer's counsel to Belmont Ridge Bank, National Association ("BRB"), a national banking association organized under the laws of the United States and regulated by the Office of the Comptroller of the Currency (the "OCC"), in connection with BRB's offering of $350,000,000 aggregate principal amount of its 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036 (the "Notes"). The Notes are being offered and sold in a private placement to qualified institutional buyers ("QIBs") pursuant to the exemption from registration provided by Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and, outside the United States, to non-U.S. persons in reliance on Regulation S under the Securities Act.
The offering is being conducted pursuant to a Purchase Agreement dated February 19, 2026 (the "Purchase Agreement"), entered into among BRB, on the one hand, and Wainwright Zanthor & Co., LLC, as representative of the several initial purchasers (in such capacity, the "Representative"), Redstone Capital Markets LLC, and Kensington Hale Securities Inc. (collectively, the "Initial Purchasers"), on the other hand. The Purchase Agreement sets forth the terms and conditions upon which the Initial Purchasers have severally agreed to purchase the Notes from BRB for resale to QIBs in accordance with Rule 144A.
The Notes are described in a Confidential Offering Memorandum dated February 19, 2026 (the "Offering Memorandum"), as supplemented by a Pricing Term Sheet dated February 19, 2026 (the "Pricing Term Sheet" and, together with the Offering Memorandum, the "Offering Documents"). The Offering Memorandum contains, among other things, audited and unaudited financial information of BRB, selected financial data, capitalization information, regulatory capital data, and a discussion and analysis of BRB's financial condition and results of operations for the periods covered therein. The Pricing Term Sheet sets forth the final pricing terms of the Notes, including the public offering price, the interest rate, and certain other terms that were determined at the time of pricing on February 19, 2026.
The closing of the offering is expected to occur on February 24, 2026 (the "Closing Date"), at which time the Notes will be delivered to the Initial Purchasers against payment of the purchase price therefor.
We understand that Whitmore & Lathrop, P.C. ("W&L") serves as the independent registered public accounting firm for BRB and has audited BRB's consolidated financial statements for the fiscal year ended December 31, 2025. We are writing to request that W&L prepare and deliver a comfort letter (and a bring-down comfort letter, as described below) in connection with the offering, as required under the Purchase Agreement, in the form and on the terms described in this letter.
2. Purchase Agreement Requirement
Section 7(f) of the Purchase Agreement provides, as a condition to the obligations of the Initial Purchasers to consummate the purchase of the Notes on the Closing Date, that the Initial Purchasers shall have received, on or before the Closing Date, a comfort letter from W&L, as BRB's independent registered public accounting firm, dated the Closing Date, in form and substance satisfactory to the Initial Purchasers and their counsel, Pennfield & Associates LLP ("Pennfield"). Specifically, Section 7(f) provides that:
"The Representative shall have received on the Closing Date a letter from Whitmore & Lathrop, P.C., the Bank's independent registered public accounting firm, dated the Closing Date and addressed to the Bank and to each of the Initial Purchasers, in form and substance satisfactory to the Representative and its counsel, containing statements and information of the type ordinarily included in accountants' comfort letters to underwriters with respect to the financial statements, financial data and other financial information included in the Offering Memorandum."
Accordingly, we request that the comfort letter be addressed to (i) BRB and (ii) each of the Initial Purchasers, namely:
•  Wainwright Zanthor & Co., LLC;
•  Redstone Capital Markets LLC; and
•  Kensington Hale Securities Inc.
The comfort letter should be prepared in accordance with the standards set forth in AU-C Section 920, Letters for Underwriters and Certain Other Requesting Parties, as issued by the Auditing Standards Board of the American Institute of Certified Public Accountants (the "AICPA"), which superseded the former Statement on Auditing Standards No. 72 (SAS No. 72) and SAS No. 76. Although the offering is an unregistered Rule 144A placement, the Initial Purchasers are "underwriters" within the meaning of AU-C Section 920 and are entitled to receive a comfort letter of the type customarily provided in registered public offerings. We understand that W&L is familiar with the requirements of AU-C Section 920 and the form of comfort letters customarily delivered in similar capital markets transactions.
3. Scope of Comfort Letter — Audited Financial Statements
We request that the comfort letter include, at a minimum, the following confirmations with respect to audited financial information:
(a) Independence. The comfort letter should confirm that W&L is, as of the date of the comfort letter, an independent registered public accounting firm with respect to BRB within the meaning of the Securities Act and the applicable rules and regulations adopted by the U.S. Securities and Exchange Commission (the "SEC") thereunder, including Regulation S-X, and within the meaning of Rule 101 of the AICPA Code of Professional Conduct and its interpretations and rulings. While BRB is not a reporting company under the Securities Exchange Act of 1934, as amended, the independence confirmation should be framed in a manner consistent with the standards that would apply if the Notes were being offered pursuant to an effective registration statement, as is customary in Rule 144A offerings of this nature.
(b) Audit of Annual Financial Statements. The comfort letter should confirm that the audited consolidated financial statements of BRB (including the consolidated balance sheet, consolidated statements of income, consolidated statements of comprehensive income, consolidated statements of changes in stockholders' equity, and consolidated statements of cash flows) as of and for the fiscal year ended December 31, 2025, together with the related notes thereto, that are included in or incorporated by reference in the Offering Memorandum, were audited by W&L, and that W&L's report thereon, dated as indicated therein, is included in the Offering Memorandum. The comfort letter should further confirm that such audit was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) (the "PCAOB") and that such report was issued in accordance with those standards.
(c) No Qualification or Modification of Report. To the extent applicable, the comfort letter should confirm that W&L's audit report on the December 31, 2025 consolidated financial statements does not contain any qualification, modification, explanatory paragraph (other than any standard explanatory language), or adverse opinion, and that such report does not include a disclaimer of opinion. Should any of the foregoing conditions not be met, W&L should notify us immediately.
4. Scope of Comfort Letter — Unaudited Financial Data and Interim Periods
(a) Negative Assurance on Unaudited Interim Financial Information. To the extent that any unaudited interim financial information of BRB (including, without limitation, any condensed consolidated balance sheet or condensed consolidated statement of income for any interim period subsequent to December 31, 2025) is included in the Offering Memorandum, we request that the comfort letter provide negative assurance with respect to such unaudited interim financial information. Specifically, we request that W&L state that, on the basis of its review of such interim financial information in accordance with PCAOB standards or AICPA standards applicable to reviews of interim financial information (as appropriate), nothing came to W&L's attention that caused it to believe that any material modifications should be made to such unaudited interim financial information for it to be in conformity with U.S. generally accepted accounting principles ("U.S. GAAP") applied on a basis substantially consistent with that of the audited consolidated financial statements.
(b) Agreed-Upon Procedures on Unaudited Financial Data and Statistical Information. We further request that the comfort letter describe specified procedures performed by W&L with respect to certain unaudited financial data and statistical information of a financial nature set forth in the Offering Memorandum (including information contained in textual, narrative, and tabular form), and the findings resulting from such procedures, in accordance with AU-C Section 920. Such procedures should cover, at a minimum, the following categories of financial information appearing in the Offering Memorandum:
(i) Total Assets. Total assets of BRB as of December 31, 2025, reported in the Offering Memorandum as approximately $62.4 billion, should be compared to the audited consolidated balance sheet of BRB and/or BRB's Consolidated Reports of Condition and Income ("Call Reports") filed with the OCC and the Federal Financial Institutions Examination Council ("FFIEC") for the applicable period.
(ii) Capital Ratios. Regulatory capital ratios of BRB, including the Tier 1 capital ratio (reported as 11.8% as of December 31, 2025) and the total risk-based capital ratio (reported as 14.2% as of December 31, 2025), should be compared to Call Report data filed with the OCC/FFIEC, BRB's internal regulatory capital calculation workpapers, or other specified sources.
(iii) Outstanding Indebtedness. Information regarding outstanding indebtedness of BRB, including the aggregate principal amount outstanding under BRB's existing 5.250% Subordinated Notes due 2027 (reported as $200,000,000 outstanding), should be compared to BRB's books and records, audited financial statements, or other specified sources.
(iv) Capitalization Table Data. All dollar amounts, percentages, and line items appearing in the capitalization table set forth in the Offering Memorandum, including both actual capitalization as of the most recent date presented and pro forma capitalization giving effect to the issuance of the Notes and the application of the estimated net proceeds therefrom, should be compared to BRB's accounting records and, in the case of pro forma adjustments, to supporting calculations prepared by BRB management and reviewed by W&L.
(v) Selected Financial Data and Operating Ratios. All financial figures, ratios, and other data appearing in the "Selected Financial Data" section of the Offering Memorandum, including but not limited to net interest income, net income, return on average assets, return on average equity, net interest margin, efficiency ratio, nonperforming asset ratios, allowance for credit losses as a percentage of total loans, and other selected financial and operating metrics, should be compared to BRB's audited financial statements, Call Reports, or other specified sources.
(vi) Pro Forma Financial Information. Any pro forma financial information included in the Offering Memorandum, including pro forma regulatory capital ratios giving effect to the issuance of the Notes (and the qualification of the Notes as Tier 2 capital under applicable Basel III regulatory capital rules), should be compared to supporting calculations prepared by BRB management and reviewed by W&L. This should include, without limitation, the pro forma total risk-based capital ratio and pro forma Tier 2 capital amounts, in each case after giving effect to estimated net proceeds of $345,700,000 (after deduction of underwriting discounts and commissions and estimated offering expenses payable by BRB).
(vii) Other Financial Figures. Any other financial figures, dollar amounts, percentages, or statistical data derived from or based upon BRB's accounting records, internal management reports, or regulatory filings that appear anywhere in the Offering Memorandum should be compared to such underlying records or reports.
In each case, we request that the comfort letter describe the specific procedures performed and state the findings, including whether such amounts agree or disagree with the applicable source materials. Where immaterial differences exist, we request that W&L identify such differences and their amounts.
5. Specified Financial Data in the Offering Memorandum
For the avoidance of doubt, we request that the agreed-upon procedures described in Section 4(b) above cover financial data and statistical information appearing in each of the following sections of the Offering Memorandum (to the extent such sections contain financial figures, amounts, percentages, ratios, or other quantitative data derived from BRB's accounting records or regulatory filings):
(i) "Summary" — including all selected financial highlights, key financial metrics, and other quantitative data appearing in the summary section of the Offering Memorandum;
(ii) "Use of Proceeds" — including the expected net proceeds from the offering, the intended application of such proceeds, and any related financial calculations;
(iii) "Capitalization" — including the actual and pro forma capitalization table of BRB, giving effect to net proceeds of $345,700,000 (after deduction of all underwriting discounts and commissions and estimated offering expenses), and including all footnotes and explanatory information therein;
(iv) "Selected Financial Data" — including all financial data presented for the historical periods covered, all ratios, per-share data (if any), and other quantitative information;
(v) "Management's Discussion and Analysis of Financial Condition and Results of Operations" (or any comparable analytical section) — including all financial figures, dollar amounts, percentages, and statistical information contained therein, whether presented in narrative, textual, or tabular form;
(vi) "Description of the Notes — Ranking" — to the extent such section includes financial data regarding the aggregate principal amount of existing indebtedness, the relative priority and ranking of obligations, or other quantitative information regarding BRB's capital structure and outstanding liabilities;
(vii) "Regulatory Capital" — including all regulatory capital ratios, risk-weighted asset amounts, Basel III compliance data, Tier 1 capital amounts, Tier 2 capital amounts, Common Equity Tier 1 capital ratios, leverage ratios, and related quantitative information, both actual and pro forma; and
(viii) Any other section of the Offering Memorandum containing financial data, dollar amounts, percentages, ratios, or other quantitative information derived from or based upon BRB's accounting records, audited financial statements, Call Reports, or internal management reports.
We request that the comfort letter include agreed-upon procedures comparing each item of specified financial data in the Offering Memorandum to the underlying accounting records of BRB, the audited consolidated financial statements of BRB for the fiscal year ended December 31, 2025, the Call Reports filed by BRB with the OCC/FFIEC, or other specified sources identified in the comfort letter. In cases where specific amounts have been derived from calculations performed by BRB management (such as pro forma capital ratios), we request that W&L describe the procedures it performed to review such calculations.
6. Cut-Off Dates
The comfort letter should specify a "cut-off date" that is no more than three business days prior to the Closing Date. Given that the Closing Date is expected to be February 24, 2026, the cut-off date should be no earlier than February 19, 2026, and should preferably be February 20 or February 21, 2026, or such later date as is practicable given W&L's procedures.
In addition, we request that the comfort letter include "change period" procedures, providing negative assurance that, during the period from December 31, 2025 (the date of the most recent audited financial statements of BRB included in the Offering Memorandum) through the cut-off date, there has been:
(i) no decrease in total assets of BRB;
(ii) no decrease in total stockholders' equity (or total equity capital) of BRB;
(iii) no decrease in net income of BRB (on a consolidated basis);
(iv) no increase in total liabilities of BRB; and
(v) no increase in total nonperforming assets (including nonaccrual loans, loans past due 90 days or more and still accruing, and other real estate owned) of BRB,
in each case as compared to the corresponding amounts reflected in BRB's audited consolidated financial statements as of and for the fiscal year ended December 31, 2025, except as specifically set forth in, disclosed in, or contemplated by the Offering Memorandum or as otherwise set forth in the comfort letter.
The change period procedures described above should cover the entire period from December 31, 2025 through the cut-off date specified in the comfort letter. To the extent that W&L is unable to provide negative assurance as to any of the foregoing items for any portion of the change period, we request that W&L identify the specific item(s) and the reasons for such limitation in the draft comfort letter circulated for review.
7. Capsule Information and Tables
We request that the comfort letter specifically cover the accuracy of all dollar amounts, percentages, financial ratios, and other quantitative data appearing in tabular form in the Offering Memorandum, including (without limitation) any "capsule" financial information presented in the "Summary" or "Selected Financial Data" sections. Each such amount should be compared to BRB's books and records, audited consolidated financial statements, Call Reports filed with the OCC/FFIEC, or other specified sources identified by W&L.
We recognize that certain information appearing in the Offering Memorandum is derived from third-party sources and is not derived from or based upon BRB's own accounting records. By way of example, the market capitalization of BRB (referenced in the Offering Memorandum as approximately $8.2 billion) is derived from publicly available market data and is not within the scope of information that would customarily be covered by the comfort letter. Similarly, industry data, market data, and information attributed to third-party research or publications need not be covered by the comfort letter. We request that the comfort letter identify any items appearing in the Offering Memorandum that W&L has excluded from its procedures on the basis that such items are derived from third-party sources or are otherwise not susceptible to verification through W&L's procedures.
8. Bring-Down Comfort Letter
Section 7(f) of the Purchase Agreement may require, in addition to the initial comfort letter, the delivery at closing of a "bring-down" comfort letter (or bring-down letter) dated the Closing Date, February 24, 2026, confirming that the statements made in the initial comfort letter remain accurate and have not changed as of the Closing Date, except to the extent specified in such bring-down letter. The bring-down comfort letter should update the cut-off date to a date no more than three business days prior to the Closing Date (or, ideally, the business day immediately preceding the Closing Date, i.e., February 23, 2026) and should confirm that the change period procedures described in Section 6 above have been extended through such updated cut-off date.
We request that W&L confirm its willingness and ability to deliver both an initial comfort letter and a bring-down comfort letter in connection with the offering, each dated the Closing Date of February 24, 2026, or, if the initial comfort letter is to be delivered prior to the Closing Date, to deliver the initial comfort letter on such earlier date and the bring-down comfort letter on the Closing Date. The specific arrangement as to the timing and number of comfort letters to be delivered will be coordinated among the parties, consistent with the requirements of the Purchase Agreement and the preferences of the Initial Purchasers and their counsel.
9. Draft Review Process
Given the anticipated closing timeline, we respectfully request that W&L prepare and circulate a draft of the proposed comfort letter for review and comment at the earliest practicable date and in any event no later than February 20, 2026. The draft should be circulated simultaneously to each of the following:
(i) Calderwood & Harkness LLP, attention: Eric Johannsen
Email: ejohanssen@calderwoodharkness.com
Direct Dial: (212) 558-4127
(ii) Pennfield & Associates LLP, attention: Thomas R. Kessler and Nadia Volkov
Email: tkessler@pennfieldlaw.com; nvolkov@pennfieldlaw.com
Pennfield & Associates LLP serves as counsel to the Initial Purchasers in this transaction and, on behalf of the Initial Purchasers, may have additional comments, requests, or requirements regarding the form, scope, and substance of the comfort letter. Accordingly, we ask that W&L coordinate with both C&H and Pennfield throughout the comfort letter preparation process to ensure that the final comfort letter is in form and substance satisfactory to all parties.
We further request that W&L provide us, at the earliest practicable date, with a copy of any management representation letter (or officer's certificate) that W&L will require BRB management to execute in connection with the delivery of the comfort letter. Timely receipt of such requirements will allow BRB management to prepare, review, and execute the management representation letter on or before the Closing Date without delay. Any such representation letter requirements should be directed to Diane K. Wexler, General Counsel of BRB, and Priya Narasimhan, Chief Financial Officer of BRB, with a copy to the undersigned.
10. Fee Confirmation
We understand that BRB and W&L have previously discussed and agreed to a comfort letter fee of $85,000 in connection with the preparation and delivery of the comfort letter(s) described herein, which fee has been included in the offering expense budget for the transaction. BRB will be responsible for the payment of all fees, costs, and out-of-pocket expenses of W&L incurred in connection with the preparation and delivery of the comfort letter(s), in accordance with the engagement terms previously agreed between BRB and W&L. Any questions regarding billing arrangements or the payment of fees should be directed to Priya Narasimhan, Chief Financial Officer of BRB, or Jonathan R. Talbott, Treasurer of BRB.
11. Closing Logistics
The executed comfort letter (and, if applicable, the bring-down comfort letter) should be delivered on the Closing Date, February 24, 2026, as part of the closing deliverables for the offering. Delivery may be made at the offices of Calderwood & Harkness LLP, One Liberty Plaza, 52nd Floor, New York, NY 10006, or via electronic delivery (PDF transmitted by email to the parties identified in Section 9 above), with originally executed counterparts to follow promptly thereafter by hand delivery or overnight courier.
We request that W&L provide a sufficient number of originally executed counterparts of each comfort letter so that each of the following parties may receive an original:
(i) BRB; (ii) Wainwright Zanthor & Co., LLC; (iii) Redstone Capital Markets LLC; (iv) Kensington Hale Securities Inc.; (v) Calderwood & Harkness LLP; and (vi) Pennfield & Associates LLP.
Accordingly, we request that no fewer than six (6) originally executed counterparts of each comfort letter be provided at closing.
12. Confidentiality
We remind W&L that the Offering Memorandum, the Pricing Term Sheet, the Purchase Agreement, and the terms and conditions of the offering of the Notes are confidential and are not to be disclosed to any person or entity other than W&L's personnel directly involved in the preparation and delivery of the comfort letter and any related audit or review procedures. W&L and its personnel should treat all information relating to the offering, the Offering Documents, and the terms of the Notes as strictly confidential, in accordance with any confidentiality obligations applicable to W&L under its engagement letter with BRB and applicable professional standards.
We greatly appreciate W&L's prompt attention to this matter. As you are aware, the closing timeline is compressed, and the timely delivery of the comfort letter is critical to the successful closing of the offering on February 24, 2026. Your cooperation in circulating the draft comfort letter and coordinating with all parties on an expedited basis is both necessary and valued.
Should you have any questions regarding this letter or the comfort letter request, or should you wish to discuss any aspect of the scope, form, or procedures described herein, please do not hesitate to contact the undersigned, Eric Johannsen, at (212) 558-4127 or ejohanssen@calderwoodharkness.com, or Vivienne St. Claire, the responsible partner on this engagement, at (212) 558-4250 or vstclaire@calderwoodharkness.com.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Eric Johannsen
Title: Associate, Capital Markets
Direct: (212) 558-4127
Email: ejohanssen@calderwoodharkness.com
cc: (via email)
Vivienne St. Claire, Esq. — Calderwood & Harkness LLP (Responsible Partner)
Diane K. Wexler, Esq. — General Counsel, Belmont Ridge Bank, National Association
Priya Narasimhan — Chief Financial Officer, Belmont Ridge Bank, National Association
Jonathan R. Talbott — Treasurer, Belmont Ridge Bank, National Association
Thomas R. Kessler, Esq. — Pennfield & Associates LLP (Counsel to the Initial Purchasers)
Nadia Volkov, Esq. — Pennfield & Associates LLP
Douglas P. Moreno — Wainwright Zanthor & Co., LLC
Samantha Chen-Whitfield — Wainwright Zanthor & Co., LLC
Enclosures:
1.  Execution copy of the Confidential Offering Memorandum dated February 19, 2026
2.  Execution copy of the Pricing Term Sheet dated February 19, 2026
3.  Relevant sections of the Purchase Agreement dated February 19, 2026 (including Section 7(f) — Comfort Letter Delivery Condition)

CONFIDENTIAL

CALDERWOOD & HARKNESS LLP

Record

Parties

Dates

Amounts