1045-00001 · Client 1045 · Closing

comfort-letter-review-draft.docx DOCUMENT Capital Markets

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WHITMORE & LATHROP, P.C. Certified Public Accountants A Professional Corporation

30 Rockefeller Plaza, 25th Floor New York, New York 10112

Telephone: (212) 554-8000 Facsimile: (212) 554-8001

February 24, 2026 (To be dated as of the Closing Date)

DRAFT — FOR REVIEW AND COMMENT BY CALDERWOOD & HARKNESS LLP — SUBJECT TO REVISION

Reference: Draft prepared for review in connection with the offering of $350,000,000 aggregate principal amount of 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036 by Belmont Ridge Bank, National Association.

I. Addressees

Belmont Ridge Bank, National Association 600 Lexington Avenue, 38th Floor New York, New York 10022

Wainwright Zanthor & Co., LLC (as Representative of the Initial Purchasers) 383 Madison Avenue New York, New York 10179

Redstone Capital Markets LLC 200 Park Avenue, Suite 4500 New York, New York 10166

Kensington Hale Securities Inc. One World Financial Center, Suite 2700 New York, New York 10281

Ladies and Gentlemen:

II. Introductory Paragraph

We have acted as the independent registered public accounting firm for Belmont Ridge Bank, National Association (the "Bank" or "BRB"), and we are furnishing this letter (the "Comfort Letter") in connection with the offering described below.

This letter is being furnished pursuant to Section [_] of the Purchase Agreement, dated February 19, 2026 (the "Purchase Agreement"), among BRB, Wainwright Zanthor & Co., LLC (acting as Representative of the Initial Purchasers), Redstone Capital Markets LLC, and Kensington Hale Securities Inc. (collectively, the "Initial Purchasers"). Section [_] of the Purchase Agreement requires, as a condition to the closing of the offering described herein, the delivery of a letter (commonly referred to as a "comfort letter") from the Bank's independent registered public accounting firm addressed to the Bank and the Initial Purchasers.

> [COMMENT — Eric Johannsen, Calderwood & Harkness LLP]: The specific section references of the Purchase Agreement requiring delivery of the comfort letter should be inserted in each instance where "[___]" appears. We believe this is Section 7(g) of the Purchase Agreement but ask Whitmore & Lathrop to confirm and insert the correct cross-references throughout.]

We have read the Confidential Offering Memorandum, dated February 19, 2026 (the "Offering Memorandum"), relating to $350,000,000 aggregate principal amount of 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036 (the "Notes"), to be issued by BRB in a private placement conducted pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and Regulation S promulgated thereunder. The Notes will be subordinated unsecured obligations of BRB, and the offering is not registered under the Securities Act.

The procedures set forth in this letter were performed in accordance with the standards established by the American Institute of Certified Public Accountants ("AICPA") as set forth in AU-C Section 920 (formerly Statement on Auditing Standards No. 72 ("SAS 72"), as amended by SAS 76 and SAS 86), "Letters for Underwriters and Certain Other Requesting Parties." Because the Notes are being offered in a transaction exempt from registration under the Securities Act pursuant to Rule 144A and are not being registered under the Securities Act, the Notes will not be subject to the liability provisions of Section 11 of the Securities Act. Nevertheless, as contemplated by AU-C Section 920, the procedures described herein are being performed for the benefit of the Initial Purchasers as "requesting parties" who have a due diligence defense under the securities laws by analogy to underwriters in a registered public offering and who have established the requisite basis for requesting this letter by entering into the Purchase Agreement. References herein to "underwriters" as such term is used in AU-C Section 920 shall be deemed to refer to the Initial Purchasers in their capacity as requesting parties.

The procedures and findings described in this letter were agreed upon by BRB, the Initial Purchasers, and their respective counsel, including Calderwood & Harkness LLP (counsel to BRB) and Pennfield & Associates LLP (counsel to the Initial Purchasers).

III. Independence

We are an independent registered public accounting firm with respect to Belmont Ridge Bank, National Association, within the meaning of Rule 2-01 of Regulation S-X promulgated by the Securities and Exchange Commission (the "SEC") and the independence requirements of the Public Company Accounting Oversight Board (the "PCAOB"), including the rules and standards of the PCAOB relating to auditor independence. In making this determination, we have considered all relationships between our firm and BRB and its affiliates, including Belmont Ridge Financial Group, Inc. (the Bank's parent holding company), in accordance with the applicable professional and regulatory standards.

We confirm that we have maintained our independence with respect to BRB throughout all relevant audit and review periods referenced in this letter, including the fiscal years ended December 31, 2025, December 31, 2024, and December 31, 2023, and during the period subsequent to December 31, 2025 through the date of this letter. No circumstances have arisen during such periods that would impair or be perceived to impair our independence as required under the applicable rules and standards described above.

IV. Financial Statements and Auditors' Reports

We have audited the following consolidated financial statements of BRB (the "Audited Financial Statements"), each of which is included in or incorporated by reference into the Offering Memorandum:

(a) The Consolidated Balance Sheets of Belmont Ridge Bank, National Association and Subsidiaries as of December 31, 2025 and December 31, 2024;

(b) The Consolidated Statements of Income of Belmont Ridge Bank, National Association and Subsidiaries for each of the three years in the period ended December 31, 2025 (i.e., for the fiscal years ended December 31, 2025, December 31, 2024, and December 31, 2023);

(c) The Consolidated Statements of Comprehensive Income of Belmont Ridge Bank, National Association and Subsidiaries for each of the three years in the period ended December 31, 2025;

(d) The Consolidated Statements of Changes in Stockholder's Equity of Belmont Ridge Bank, National Association and Subsidiaries for each of the three years in the period ended December 31, 2025;

(e) The Consolidated Statements of Cash Flows of Belmont Ridge Bank, National Association and Subsidiaries for each of the three years in the period ended December 31, 2025; and

(f) The Notes to Consolidated Financial Statements, including all schedules and supplementary information presented therein.

Our audits of the Audited Financial Statements were conducted in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audit included examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall consolidated financial statement presentation.

Our report thereon (which report is included in the Offering Memorandum) expresses an unqualified opinion on those consolidated financial statements. Our report does not contain any explanatory paragraphs, modifications, qualifications, or emphasis-of-matter paragraphs. The report is dated February 10, 2026.

The engagement partner having primary responsibility for the audit and for signing the auditors' report on the Audited Financial Statements is Gregory D. Fontaine.

V. Unaudited Interim Financial Information

The Offering Memorandum does not include a separate set of unaudited interim consolidated financial statements for a period subsequent to December 31, 2025. However, certain unaudited financial data and summary financial information for periods subsequent to December 31, 2025, including summary data for the month ended January 31, 2026, is presented in the Offering Memorandum in the sections entitled "Summary," "Selected Financial Data," and "Management's Discussion and Analysis of Financial Condition and Results of Operations."

To the extent that the Offering Memorandum presents or references any unaudited interim consolidated financial information of BRB for periods subsequent to December 31, 2025, we have performed a review of such unaudited interim financial information in accordance with the standards established by the PCAOB for reviews of interim financial information, as set forth in AS 4105 (formerly AU Section 722), Interim Financial Information. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express an opinion on such unaudited interim financial information.

Based on our review, nothing came to our attention that caused us to believe that any unaudited interim consolidated financial information of BRB included in the Offering Memorandum does not conform in all material respects with accounting principles generally accepted in the United States of America ("U.S. GAAP" or "GAAP") applied on a basis consistent with the Audited Financial Statements described in Section IV above.

VI. Procedures and Findings — Specified Financial Data in the Offering Memorandum

At the request of BRB, the Initial Purchasers, and their respective counsel, we performed the following specific procedures with respect to certain financial data appearing in the Offering Memorandum. The procedures described below were agreed upon by the parties and are in addition to the audit and review procedures described in Sections IV and V above.

A. Selected Financial Data and Capitalization Table

We performed the following procedures with respect to certain specific financial data appearing in the Offering Memorandum as identified below. Specific page and section references to the Offering Memorandum are set forth in Schedule A attached hereto.

1. Total Assets. We compared the figure for total consolidated assets of BRB as of December 31, 2025, stated in the Offering Memorandum as $62.4 billion, to the Audited Financial Statements (specifically, the Consolidated Balance Sheet as of December 31, 2025) and found such amount to agree with the corresponding amount set forth in the Audited Financial Statements.

2. Tier 1 Capital Ratio. We compared the Tier 1 capital ratio of BRB as of December 31, 2025, stated in the Offering Memorandum as 11.8%, to BRB's Consolidated Reports of Condition and Income (the "Call Report") filed with the Office of the Comptroller of the Currency ("OCC") and the Federal Financial Institutions Examination Council ("FFIEC") for the quarterly period ending December 31, 2025, and found such ratio to agree with the corresponding ratio set forth in such Call Report.

3. Total Risk-Based Capital Ratio. We compared the total risk-based capital ratio of BRB as of December 31, 2025, stated in the Offering Memorandum as 14.2%, to BRB's Call Report filed with the OCC/FFIEC for the quarterly period ending December 31, 2025, and found such ratio to agree with the corresponding ratio set forth in such Call Report.

4. Outstanding Subordinated Debt. We compared the amount of outstanding subordinated debt of BRB, stated in the Offering Memorandum as $200,000,000 of 5.250% Subordinated Notes due 2027, to the Audited Financial Statements (specifically, Note 12 to the Consolidated Financial Statements, "Subordinated Notes and Other Borrowings") and to the books and records of BRB, and found such amount and description to agree with the corresponding amounts and descriptions set forth in the Audited Financial Statements and the accounting records of BRB.

5. Capitalization Table. We compared the amounts set forth in the capitalization table appearing in the Offering Memorandum (on pages [_] through [_]) to the Audited Financial Statements and to the books and records of BRB, and we found that the historical amounts set forth in such capitalization table agree with or were derived from the Audited Financial Statements or from the accounting records of BRB. We also confirmed that the pro forma adjustments set forth in the capitalization table (giving effect to the issuance of the Notes and the application of the net proceeds thereof) were applied on a mathematically accurate basis.

> [COMMENT — Vivienne St. Claire, Calderwood & Harkness LLP]: Please confirm that the capitalization table coverage explicitly references both the historical and pro forma capitalization, including specifically the existing $200,000,000 of 5.250% Subordinated Notes due 2027 and the new $350,000,000 of 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036. The capitalization table in the Offering Memorandum shows both instruments as line items under "Subordinated Debt," and the comfort letter should address both amounts.]

> [COMMENT — Claire Dempsey, Calderwood & Harkness LLP]: Please confirm inclusion of the capital ratio data — the Tier 1 capital ratio of 11.8% and the total risk-based capital ratio of 14.2% — in the list of specified financial data to be covered by the comfort letter procedures. These are prominently featured in the Offering Memorandum and should be within the scope of the comfort letter.]

B. Pro Forma Financial Information

We performed the following procedures with respect to the pro forma capitalization and pro forma financial data included in the Offering Memorandum, which gives effect to the issuance by BRB of $350,000,000 aggregate principal amount of the Notes and the application of the net proceeds therefrom:

1. We read the pro forma capitalization table and related notes appearing on pages [_] through [_] of the Offering Memorandum and compared the pro forma amounts to the underlying historical financial data included in the Audited Financial Statements and the accounting records of BRB. We found that the historical amounts used as a basis for the pro forma adjustments agree with or were derived from the Audited Financial Statements or the accounting records of BRB.

2. We confirmed that the pro forma adjustments applied in the pro forma capitalization table are mathematically accurate. Such pro forma adjustments include, without limitation:

(a) the addition of $350,000,000 in aggregate principal amount of the Notes as subordinated debt;

(b) the receipt of gross proceeds of $349,125,000 (based on an issue price of 99.750% of the principal amount);

(d) the deduction of estimated offering expenses of $1,150,000; and

(e) the receipt of net proceeds (after deduction of the initial purchasers' discount and estimated offering expenses) of $345,700,000.

3. We confirmed that the assumptions underlying the pro forma adjustments are described in the Offering Memorandum and are consistent with the terms of the Notes and the Purchase Agreement as provided to us.

4. We inquired of certain officials of BRB responsible for financial and accounting matters as to whether the pro forma adjustments give appropriate effect to the assumptions described in the Offering Memorandum.

Based on the foregoing procedures (which do not constitute an examination or compilation of pro forma financial information in accordance with standards established by the AICPA or PCAOB), nothing came to our attention that caused us to believe that the pro forma financial information included in the Offering Memorandum does not give effect to the assumptions referred to therein on a reasonable basis, or that the pro forma amounts in the Offering Memorandum were not computed on a mathematically accurate basis using the stated assumptions.

> [COMMENT — Eric Johannsen, Calderwood & Harkness LLP]: The comfort letter must cover net proceeds calculations in full. Please confirm that the following figures are addressed: gross proceeds of $349,125,000; initial purchasers' discount of $2,275,000; net proceeds before expenses of $346,850,000; estimated offering expenses of $1,150,000; and net proceeds after all expenses of $345,700,000. All five figures should be verified as mathematically accurate and consistent with the Purchase Agreement and Offering Memorandum.]

C. Statistical and Financial Information in the Offering Memorandum

At the request of BRB and the Initial Purchasers, and as agreed upon with their respective counsel, we performed the following additional procedures with respect to certain other financial and statistical data appearing in the Offering Memorandum:

1. Net Interest Income and Net Interest Margin. We compared the amounts of net interest income and the net interest margin percentages for each of the fiscal years ended December 31, 2025, December 31, 2024, and December 31, 2023, as set forth in the sections of the Offering Memorandum entitled "Selected Financial Data" and "Management's Discussion and Analysis of Financial Condition and Results of Operations," to the Audited Financial Statements and to the accounting records of BRB. We found such amounts and percentages to agree with or to have been derived from the Audited Financial Statements or the accounting records of BRB. In the case of percentages not explicitly set forth in the Audited Financial Statements, we recomputed such percentages from the underlying data and found them to be mathematically accurate.

2. Noninterest Income. We compared the amounts of noninterest income for each of the fiscal years ended December 31, 2025, December 31, 2024, and December 31, 2023, as set forth in the Offering Memorandum, to the Audited Financial Statements and to the accounting records of BRB. We found such amounts to agree with or to have been derived from the Audited Financial Statements or the accounting records of BRB.

3. Efficiency Ratios. We compared the efficiency ratios for each of the fiscal years ended December 31, 2025, December 31, 2024, and December 31, 2023, as set forth in the Offering Memorandum, to the accounting records of BRB and recomputed such ratios from the underlying data. We found such ratios to be mathematically accurate and to have been derived from the Audited Financial Statements or the accounting records of BRB on a basis consistent with the methodology described in the Offering Memorandum.

4. Loan Portfolio Composition and Credit Quality Metrics. We compared the loan portfolio composition data and credit quality metrics (including, without limitation, total loans and leases, nonperforming assets, allowance for credit losses, net charge-off ratios, and classified asset ratios) as of and for the periods ended December 31, 2025, December 31, 2024, and December 31, 2023, as set forth in the Offering Memorandum, to the Audited Financial Statements, the Call Reports filed by BRB with the OCC/FFIEC, and the internal accounting records of BRB. We found such amounts, percentages, and ratios to agree with or to have been derived from the Audited Financial Statements, the Call Reports, or the accounting records of BRB, and, where applicable, to be mathematically accurate.

5. Deposit Composition Data. We compared the deposit composition data as of December 31, 2025 and December 31, 2024, as set forth in the Offering Memorandum, to the Audited Financial Statements and to the accounting records of BRB. We found such amounts to agree with or to have been derived from the Audited Financial Statements or the accounting records of BRB.

6. Other Numerical Data. We compared certain other numerical data and financial information appearing in the Offering Memorandum, as specified and agreed upon with the Initial Purchasers and their counsel, Pennfield & Associates LLP (Thomas R. Kessler and Nadia Volkov), to the Audited Financial Statements, the Call Reports, or the internal accounting records of BRB. Such additional items are listed in Schedule A attached hereto. We found such amounts to agree with or to have been derived from the Audited Financial Statements, the Call Reports, or the accounting records of BRB.

With respect to each of the items described in this Section VI, to the extent such items involved financial data that were derived from the accounting records of BRB (rather than directly from the Audited Financial Statements or Call Reports), we confirmed that such accounting records are subject to the internal controls maintained by BRB over financial reporting, which were assessed by us as part of our audit engagement.

VII. Agreed-Upon Cut-Off Date and Subsequent Changes (Change Period)

The "cut-off date" for purposes of the change-period procedures described in this Section VII is February 19, 2026 (being a date not more than five business days prior to the date of this Comfort Letter).

> [COMMENT — Eric Johannsen, Calderwood & Harkness LLP]: We propose February 19, 2026 as the cut-off date, which is five business days before the anticipated Closing Date of February 24, 2026. Please confirm that Whitmore & Lathrop is able to complete all change-period procedures through this date and that this date is acceptable.]

We performed the following procedures for the period from December 31, 2025 (the date of the most recent audited consolidated balance sheet included in the Offering Memorandum) to the cut-off date of February 19, 2026 (the "Change Period"):

(a) We read the available minutes of meetings of the Board of Directors of BRB and the Board of Directors of Belmont Ridge Financial Group, Inc. (the Bank's parent holding company), and certain key committees thereof, including the Audit Committee, the Risk Committee, and the Asset/Liability Committee, held during the Change Period through the cut-off date.

(b) We read the unaudited consolidated financial data of BRB, including unaudited management accounts, internal financial reports, daily and monthly balance sheet and income statement summaries, and related schedules prepared by BRB's internal accounting and finance departments, for the period from January 1, 2026 through the cut-off date of February 19, 2026.

(c) We inquired of certain officials of BRB who have responsibility for financial and accounting matters (including, without limitation, the Chief Financial Officer, the Chief Accounting Officer, the Treasurer, and the Controller of BRB) as to the following:

(i) whether, as of the cut-off date, there had been any change in the stockholder's equity of BRB or any increase in long-term indebtedness or subordinated debt of BRB (other than in connection with the issuance of the Notes and the application of the net proceeds thereof), in each case as compared to the amounts shown in the Audited Financial Statements as of December 31, 2025;

(ii) whether, for the period from January 1, 2026 through the cut-off date, there had been any decrease in (A) total consolidated assets, (B) net interest income, or (C) net income of BRB, in each case as compared to the corresponding period of the prior fiscal year (i.e., the period from January 1, 2025 through February 19, 2025);

(iii) whether, as of the cut-off date, any material adverse change in the financial condition or results of operations of BRB had occurred during the Change Period; and

(iv) whether, as of the cut-off date, BRB had complied in all material respects with all applicable minimum regulatory capital requirements imposed by the OCC and other applicable banking regulators.

Negative Assurance — Change Period. On the basis of the procedures described above (which procedures do not constitute an audit or a review of financial statements or interim financial information conducted in accordance with the standards of the PCAOB, and which are substantially more limited in scope than an audit or review), nothing came to our attention that caused us to believe that:

(1) as of the cut-off date of February 19, 2026, there was any change in the stockholder's equity of BRB or any increase in long-term indebtedness or subordinated debt of BRB (other than in connection with the issuance of the Notes) as compared to the amounts shown in the Consolidated Balance Sheet of BRB as of December 31, 2025, included in the Audited Financial Statements; or

(2) for the period from January 1, 2026 to the cut-off date of February 19, 2026, there were any decreases in total consolidated assets, net interest income, or net income of BRB as compared to the corresponding period of the prior fiscal year.

Caveat. The foregoing procedures are substantially more limited in scope than an audit conducted in accordance with the standards of the PCAOB or a review of interim financial information conducted in accordance with PCAOB standards. Accordingly, we express no opinion or any other form of assurance on the interim financial data, management accounts, or changes during the Change Period, other than the negative assurance expressly stated above. Had we performed additional procedures, or had we conducted an audit or a review of the interim financial data of BRB for the Change Period, other matters might have come to our attention that would have been reported to you.

VIII. Limitations and Qualifications

The procedures described in this letter were performed solely as specified herein and do not constitute an examination, audit, or review of any financial statements (whether historical, pro forma, or interim) conducted in accordance with generally accepted auditing standards ("GAAS") or the standards of the PCAOB for the purpose of expressing an opinion or any other form of assurance on any financial statements taken as a whole. We have not examined or reviewed any financial statements of BRB for any period subsequent to December 31, 2025 for purposes of this letter (other than the limited review of interim financial information described in Section V above and the change-period procedures described in Section VII above).

This Comfort Letter relates solely to the financial and statistical data described herein. It does not extend to, and we express no opinion or any form of assurance with respect to, the qualitative, descriptive, or legal content of the Offering Memorandum, including, without limitation, any descriptions of the business, operations, strategy, management, or regulatory status of BRB or the terms and conditions of the Notes.

We acknowledge that AU-C Section 920 (formerly SAS 72, as amended by SAS 76 and SAS 86) establishes the form and content of comfort letters issued by independent registered public accounting firms in connection with securities offerings and that this letter is prepared and issued in accordance with, and is subject to the limitations of, AU-C Section 920. The procedures performed by us are inherently limited, and there can be no assurance that all matters of significance have been identified. Had additional procedures been performed, or had we conducted an audit or review of any financial statements or other financial information of BRB for any period or as of any date not covered by our audit report or our review report described herein, other matters might have come to our attention that would have been reported to you.

Furthermore, the negative assurance expressed in this letter with respect to changes during the Change Period should not be taken as a substitute for the exercise of the addressees' own judgment in assessing the financial condition and results of operations of BRB and in evaluating the matters described in the Offering Memorandum.

IX. Restrictions on Use and Reliance

This letter is solely for the information of, and assistance to, the addressees named herein in conducting and documenting their investigation of the affairs of BRB in connection with the offering of the Notes, and it is not to be used, circulated, quoted, or otherwise referred to for any other purpose, or by any other person or entity, without the prior written consent of Whitmore & Lathrop, P.C. In particular, this letter is not to be filed with or furnished to the SEC, the OCC, the FDIC, or any other governmental or regulatory authority, the offering of the Notes being a private placement under Rule 144A of the Securities Act and not a registered public offering.

Notwithstanding the foregoing, Pennfield & Associates LLP (Thomas R. Kessler and Nadia Volkov), acting as counsel to the Initial Purchasers, may rely on this letter to the same extent as the Initial Purchasers, as provided in the Purchase Agreement. No other person or entity, including, without limitation, any holder or prospective holder of the Notes, shall be entitled to rely on this letter.

This letter should not be regarded as indicating that any additional investigation or due diligence is or is not appropriate beyond the specific procedures described herein. No inference should be drawn from the inclusion or omission of any particular item, procedure, or finding as to its significance or lack thereof.

X. Subsequent Events and Bring-Down at Closing

We have no responsibility to update this letter for events and circumstances occurring after the cut-off date of February 19, 2026. Our procedures with respect to the Change Period extend only through the cut-off date, and we disclaim any obligation to perform any procedures, make any inquiries, or provide any assurance with respect to any period subsequent to the cut-off date.

We understand that the Purchase Agreement requires, as a condition to the closing of the offering on the Closing Date of February 24, 2026, the delivery of a "bring-down" comfort letter (or a letter reaffirming the contents of this Comfort Letter as of the Closing Date), with the cut-off date updated to a date not more than five business days prior to the Closing Date. We will deliver such a bring-down letter at or prior to the closing if required by the Purchase Agreement and if the conditions for doing so are satisfied at such time.

The bring-down letter, if and when delivered, will be addressed to the same addressees as this Comfort Letter and will reference the same sections of the Purchase Agreement.

> [COMMENT — Eric Johannsen, Calderwood & Harkness LLP]: The bring-down letter should be addressed identically to this letter and should reference the same addressees and the same sections of the Purchase Agreement. Please confirm.]

> [COMMENT — Vivienne St. Claire, Calderwood & Harkness LLP]: The final comfort letter must be issued no earlier than the Closing Date of February 24, 2026. The form of this comfort letter should also be shared with Pennfield & Associates LLP (Thomas R. Kessler / Nadia Volkov) for their review as counsel to the Initial Purchasers. Please circulate the next draft to Pennfield concurrently.]

> [COMMENT — Reference: The comfort letter fee of $85,000, as agreed per the engagement terms between BRB and Whitmore & Lathrop, P.C., is payable upon delivery of the final comfort letter at closing.]

XI. Signature

Very truly yours,

WHITMORE & LATHROP, P.C.

By: ________

Name: Gregory D. Fontaine

Title: Lead Audit Partner

Date: ________

Note: This is a draft comfort letter prepared for review and comment purposes only. The signature of Whitmore & Lathrop, P.C. and Gregory D. Fontaine will be affixed to the final version of this letter at or prior to the closing on the Closing Date of February 24, 2026. This draft should not be construed as a final or executed comfort letter.

SCHEDULE A

Schedule of Specified Financial Data Items

The following is a tabular listing of each financial data point in the Offering Memorandum that is within the scope of the comfort letter procedures described herein, including the page number or section reference in the Offering Memorandum, a description of the data point, the source of the data, and the procedure applied.

Note to Schedule A: The page number and section references in this Schedule are based on the draft of the Offering Memorandum dated February 19, 2026. Page references are subject to change in subsequent drafts or in the final version of the Offering Memorandum, and this Schedule will be updated accordingly prior to the delivery of the final comfort letter at closing.

CONFIDENTIAL — This draft comfort letter has been prepared by Whitmore & Lathrop, P.C. solely for the purposes of review and comment by Calderwood & Harkness LLP (counsel to Belmont Ridge Bank, National Association) in connection with the offering described herein. This draft is subject to revision and should not be relied upon as a final comfort letter. Distribution of this draft is restricted to the addressees, their counsel, and other parties authorized under the Purchase Agreement.

Item No.	Page / Section	Description of Data Point	Source	Procedure Applied
1	Summary, p. 3; Selected Financial Data, p. 28	Total consolidated assets of BRB as of December 31, 2025: $62.4 billion	Audited Financial Statements (Consolidated Balance Sheet)	Comparison to audited financial statements
2	Summary, p. 4; Capitalization, p. 26	Tier 1 capital ratio as of December 31, 2025: 11.8%	Call Report filed with OCC/FFIEC (December 31, 2025)	Comparison to Call Report
3	Summary, p. 4; Capitalization, p. 26	Total risk-based capital ratio as of December 31, 2025: 14.2%	Call Report filed with OCC/FFIEC (December 31, 2025)	Comparison to Call Report
4	Capitalization, p. 25; Description of Notes, p. 47	Outstanding subordinated debt: $200,000,000 of 5.250% Subordinated Notes due 2027	Audited Financial Statements (Note 12); accounting records of BRB	Comparison to audited financial statements and accounting records
5	Cover Page; Summary, p. 1	Aggregate principal amount of the Notes: $350,000,000	Purchase Agreement; Offering Memorandum	Comparison to Purchase Agreement
6	Cover Page; Summary, p. 1	Issue price of the Notes: 99.750%	Purchase Agreement; Offering Memorandum	Comparison to Purchase Agreement
7	Use of Proceeds, p. 22	Gross proceeds: $349,125,000	Computation ($350,000,000 × 99.750%)	Recomputation; verified mathematical accuracy
8	Use of Proceeds, p. 22	Initial purchasers' discount: $2,275,000	Purchase Agreement (Schedule I)	Comparison to Purchase Agreement
9	Use of Proceeds, p. 22	Net proceeds (before expenses): $346,850,000	Computation ($349,125,000 − $2,275,000)	Recomputation; verified mathematical accuracy
10	Use of Proceeds, p. 22	Estimated offering expenses: $1,150,000	Accounting records of BRB; estimate provided by management	Comparison to accounting records and management estimates; inquiry of management
11	Use of Proceeds, p. 22	Net proceeds (after all expenses): $345,700,000	Computation ($346,850,000 − $1,150,000)	Recomputation; verified mathematical accuracy
12	Summary, p. 5	Market capitalization of Belmont Ridge Financial Group, Inc.: approximately $8.2 billion (as of February 2026)	Public market data; accounting records of BRB's parent	Reading and comparison to publicly available information
13	Capitalization, pp. 25–26	Historical capitalization table — all line items	Audited Financial Statements; accounting records of BRB	Comparison to audited financial statements and accounting records
14	Capitalization, pp. 25–26	Pro forma capitalization table — all line items and adjustments	Audited Financial Statements; Purchase Agreement; computations	Comparison, recomputation of pro forma adjustments; verified mathematical accuracy
15	Selected Financial Data, pp. 28–31	Net interest income for fiscal years 2023, 2024, and 2025	Audited Financial Statements (Consolidated Statements of Income)	Comparison to audited financial statements
16	Selected Financial Data, pp. 28–31; MD&A, pp. 32–42	Net interest margin for fiscal years 2023, 2024, and 2025	Audited Financial Statements; accounting records of BRB	Recomputation from underlying data; verified mathematical accuracy
17	Selected Financial Data, pp. 28–31	Noninterest income for fiscal years 2023, 2024, and 2025	Audited Financial Statements (Consolidated Statements of Income)	Comparison to audited financial statements
18	MD&A, pp. 32–42	Efficiency ratios for fiscal years 2023, 2024, and 2025	Audited Financial Statements; accounting records of BRB	Recomputation from underlying data; verified mathematical accuracy
19	MD&A, pp. 38–40	Loan portfolio composition data as of December 31, 2025 and December 31, 2024	Audited Financial Statements; Call Reports; accounting records of BRB	Comparison to audited financial statements, Call Reports, and accounting records
20	MD&A, pp. 40–42	Credit quality metrics (nonperforming assets, allowance for credit losses, net charge-off ratios, classified asset ratios)	Audited Financial Statements; Call Reports; accounting records of BRB	Comparison to audited financial statements, Call Reports, and accounting records; recomputation of ratios
21	MD&A, pp. 35–37	Deposit composition data as of December 31, 2025 and December 31, 2024	Audited Financial Statements; accounting records of BRB	Comparison to audited financial statements and accounting records
22	Selected Financial Data, pp. 28–31	Other selected financial data as set forth in the Offering Memorandum (including total equity, return on average assets, return on average equity, and other key performance metrics)	Audited Financial Statements; accounting records of BRB	Comparison to audited financial statements and accounting records; recomputation where applicable

WHITMORE & LATHROP, P.C. Certified Public Accountants A Professional Corporation
30 Rockefeller Plaza, 25th Floor New York, New York 10112
Telephone: (212) 554-8000 Facsimile: (212) 554-8001
February 24, 2026 (To be dated as of the Closing Date)
DRAFT — FOR REVIEW AND COMMENT BY CALDERWOOD & HARKNESS LLP — SUBJECT TO REVISION
Reference: Draft prepared for review in connection with the offering of $350,000,000 aggregate principal amount of 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036 by Belmont Ridge Bank, National Association.
I. Addressees
Belmont Ridge Bank, National Association 600 Lexington Avenue, 38th Floor New York, New York 10022
Wainwright Zanthor & Co., LLC (as Representative of the Initial Purchasers) 383 Madison Avenue New York, New York 10179
Redstone Capital Markets LLC 200 Park Avenue, Suite 4500 New York, New York 10166
Kensington Hale Securities Inc. One World Financial Center, Suite 2700 New York, New York 10281
Ladies and Gentlemen:
II. Introductory Paragraph
We have acted as the independent registered public accounting firm for Belmont Ridge Bank, National Association (the "Bank" or "BRB"), and we are furnishing this letter (the "Comfort Letter") in connection with the offering described below.
This letter is being furnished pursuant to Section [_] of the Purchase Agreement, dated February 19, 2026 (the "Purchase Agreement"), among BRB, Wainwright Zanthor & Co., LLC (acting as Representative of the Initial Purchasers), Redstone Capital Markets LLC, and Kensington Hale Securities Inc. (collectively, the "Initial Purchasers"). Section [_] of the Purchase Agreement requires, as a condition to the closing of the offering described herein, the delivery of a letter (commonly referred to as a "comfort letter") from the Bank's independent registered public accounting firm addressed to the Bank and the Initial Purchasers.
> [COMMENT — Eric Johannsen, Calderwood & Harkness LLP]: The specific section references of the Purchase Agreement requiring delivery of the comfort letter should be inserted in each instance where "[___]" appears. We believe this is Section 7(g) of the Purchase Agreement but ask Whitmore & Lathrop to confirm and insert the correct cross-references throughout.]
We have read the Confidential Offering Memorandum, dated February 19, 2026 (the "Offering Memorandum"), relating to $350,000,000 aggregate principal amount of 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036 (the "Notes"), to be issued by BRB in a private placement conducted pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and Regulation S promulgated thereunder. The Notes will be subordinated unsecured obligations of BRB, and the offering is not registered under the Securities Act.
The procedures set forth in this letter were performed in accordance with the standards established by the American Institute of Certified Public Accountants ("AICPA") as set forth in AU-C Section 920 (formerly Statement on Auditing Standards No. 72 ("SAS 72"), as amended by SAS 76 and SAS 86), "Letters for Underwriters and Certain Other Requesting Parties." Because the Notes are being offered in a transaction exempt from registration under the Securities Act pursuant to Rule 144A and are not being registered under the Securities Act, the Notes will not be subject to the liability provisions of Section 11 of the Securities Act. Nevertheless, as contemplated by AU-C Section 920, the procedures described herein are being performed for the benefit of the Initial Purchasers as "requesting parties" who have a due diligence defense under the securities laws by analogy to underwriters in a registered public offering and who have established the requisite basis for requesting this letter by entering into the Purchase Agreement. References herein to "underwriters" as such term is used in AU-C Section 920 shall be deemed to refer to the Initial Purchasers in their capacity as requesting parties.
The procedures and findings described in this letter were agreed upon by BRB, the Initial Purchasers, and their respective counsel, including Calderwood & Harkness LLP (counsel to BRB) and Pennfield & Associates LLP (counsel to the Initial Purchasers).
III. Independence
We are an independent registered public accounting firm with respect to Belmont Ridge Bank, National Association, within the meaning of Rule 2-01 of Regulation S-X promulgated by the Securities and Exchange Commission (the "SEC") and the independence requirements of the Public Company Accounting Oversight Board (the "PCAOB"), including the rules and standards of the PCAOB relating to auditor independence. In making this determination, we have considered all relationships between our firm and BRB and its affiliates, including Belmont Ridge Financial Group, Inc. (the Bank's parent holding company), in accordance with the applicable professional and regulatory standards.
We confirm that we have maintained our independence with respect to BRB throughout all relevant audit and review periods referenced in this letter, including the fiscal years ended December 31, 2025, December 31, 2024, and December 31, 2023, and during the period subsequent to December 31, 2025 through the date of this letter. No circumstances have arisen during such periods that would impair or be perceived to impair our independence as required under the applicable rules and standards described above.
IV. Financial Statements and Auditors' Reports
We have audited the following consolidated financial statements of BRB (the "Audited Financial Statements"), each of which is included in or incorporated by reference into the Offering Memorandum:
(a) The Consolidated Balance Sheets of Belmont Ridge Bank, National Association and Subsidiaries as of December 31, 2025 and December 31, 2024;
(b) The Consolidated Statements of Income of Belmont Ridge Bank, National Association and Subsidiaries for each of the three years in the period ended December 31, 2025 (i.e., for the fiscal years ended December 31, 2025, December 31, 2024, and December 31, 2023);
(c) The Consolidated Statements of Comprehensive Income of Belmont Ridge Bank, National Association and Subsidiaries for each of the three years in the period ended December 31, 2025;
(d) The Consolidated Statements of Changes in Stockholder's Equity of Belmont Ridge Bank, National Association and Subsidiaries for each of the three years in the period ended December 31, 2025;
(e) The Consolidated Statements of Cash Flows of Belmont Ridge Bank, National Association and Subsidiaries for each of the three years in the period ended December 31, 2025; and
(f) The Notes to Consolidated Financial Statements, including all schedules and supplementary information presented therein.
Our audits of the Audited Financial Statements were conducted in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audit included examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall consolidated financial statement presentation.
Our report thereon (which report is included in the Offering Memorandum) expresses an unqualified opinion on those consolidated financial statements. Our report does not contain any explanatory paragraphs, modifications, qualifications, or emphasis-of-matter paragraphs. The report is dated February 10, 2026.
The engagement partner having primary responsibility for the audit and for signing the auditors' report on the Audited Financial Statements is Gregory D. Fontaine.
V. Unaudited Interim Financial Information
The Offering Memorandum does not include a separate set of unaudited interim consolidated financial statements for a period subsequent to December 31, 2025. However, certain unaudited financial data and summary financial information for periods subsequent to December 31, 2025, including summary data for the month ended January 31, 2026, is presented in the Offering Memorandum in the sections entitled "Summary," "Selected Financial Data," and "Management's Discussion and Analysis of Financial Condition and Results of Operations."
To the extent that the Offering Memorandum presents or references any unaudited interim consolidated financial information of BRB for periods subsequent to December 31, 2025, we have performed a review of such unaudited interim financial information in accordance with the standards established by the PCAOB for reviews of interim financial information, as set forth in AS 4105 (formerly AU Section 722), Interim Financial Information. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express an opinion on such unaudited interim financial information.
Based on our review, nothing came to our attention that caused us to believe that any unaudited interim consolidated financial information of BRB included in the Offering Memorandum does not conform in all material respects with accounting principles generally accepted in the United States of America ("U.S. GAAP" or "GAAP") applied on a basis consistent with the Audited Financial Statements described in Section IV above.
VI. Procedures and Findings — Specified Financial Data in the Offering Memorandum
At the request of BRB, the Initial Purchasers, and their respective counsel, we performed the following specific procedures with respect to certain financial data appearing in the Offering Memorandum. The procedures described below were agreed upon by the parties and are in addition to the audit and review procedures described in Sections IV and V above.
A. Selected Financial Data and Capitalization Table
We performed the following procedures with respect to certain specific financial data appearing in the Offering Memorandum as identified below. Specific page and section references to the Offering Memorandum are set forth in Schedule A attached hereto.
1.  Total Assets. We compared the figure for total consolidated assets of BRB as of December 31, 2025, stated in the Offering Memorandum as $62.4 billion, to the Audited Financial Statements (specifically, the Consolidated Balance Sheet as of December 31, 2025) and found such amount to agree with the corresponding amount set forth in the Audited Financial Statements.
2.  Tier 1 Capital Ratio. We compared the Tier 1 capital ratio of BRB as of December 31, 2025, stated in the Offering Memorandum as 11.8%, to BRB's Consolidated Reports of Condition and Income (the "Call Report") filed with the Office of the Comptroller of the Currency ("OCC") and the Federal Financial Institutions Examination Council ("FFIEC") for the quarterly period ending December 31, 2025, and found such ratio to agree with the corresponding ratio set forth in such Call Report.
3.  Total Risk-Based Capital Ratio. We compared the total risk-based capital ratio of BRB as of December 31, 2025, stated in the Offering Memorandum as 14.2%, to BRB's Call Report filed with the OCC/FFIEC for the quarterly period ending December 31, 2025, and found such ratio to agree with the corresponding ratio set forth in such Call Report.
4.  Outstanding Subordinated Debt. We compared the amount of outstanding subordinated debt of BRB, stated in the Offering Memorandum as $200,000,000 of 5.250% Subordinated Notes due 2027, to the Audited Financial Statements (specifically, Note 12 to the Consolidated Financial Statements, "Subordinated Notes and Other Borrowings") and to the books and records of BRB, and found such amount and description to agree with the corresponding amounts and descriptions set forth in the Audited Financial Statements and the accounting records of BRB.
5.  Capitalization Table. We compared the amounts set forth in the capitalization table appearing in the Offering Memorandum (on pages [_] through [_]) to the Audited Financial Statements and to the books and records of BRB, and we found that the historical amounts set forth in such capitalization table agree with or were derived from the Audited Financial Statements or from the accounting records of BRB. We also confirmed that the pro forma adjustments set forth in the capitalization table (giving effect to the issuance of the Notes and the application of the net proceeds thereof) were applied on a mathematically accurate basis.
> [COMMENT — Vivienne St. Claire, Calderwood & Harkness LLP]: Please confirm that the capitalization table coverage explicitly references both the historical and pro forma capitalization, including specifically the existing $200,000,000 of 5.250% Subordinated Notes due 2027 and the new $350,000,000 of 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036. The capitalization table in the Offering Memorandum shows both instruments as line items under "Subordinated Debt," and the comfort letter should address both amounts.]
> [COMMENT — Claire Dempsey, Calderwood & Harkness LLP]: Please confirm inclusion of the capital ratio data — the Tier 1 capital ratio of 11.8% and the total risk-based capital ratio of 14.2% — in the list of specified financial data to be covered by the comfort letter procedures. These are prominently featured in the Offering Memorandum and should be within the scope of the comfort letter.]
B. Pro Forma Financial Information
We performed the following procedures with respect to the pro forma capitalization and pro forma financial data included in the Offering Memorandum, which gives effect to the issuance by BRB of $350,000,000 aggregate principal amount of the Notes and the application of the net proceeds therefrom:
1.  We read the pro forma capitalization table and related notes appearing on pages [_] through [_] of the Offering Memorandum and compared the pro forma amounts to the underlying historical financial data included in the Audited Financial Statements and the accounting records of BRB. We found that the historical amounts used as a basis for the pro forma adjustments agree with or were derived from the Audited Financial Statements or the accounting records of BRB.
2.  We confirmed that the pro forma adjustments applied in the pro forma capitalization table are mathematically accurate. Such pro forma adjustments include, without limitation:
(a) the addition of $350,000,000 in aggregate principal amount of the Notes as subordinated debt;
(b) the receipt of gross proceeds of $349,125,000 (based on an issue price of 99.750% of the principal amount);
(c) the deduction of the initial purchasers' discount of $2,275,000;
(d) the deduction of estimated offering expenses of $1,150,000; and
(e) the receipt of net proceeds (after deduction of the initial purchasers' discount and estimated offering expenses) of $345,700,000.
3.  We confirmed that the assumptions underlying the pro forma adjustments are described in the Offering Memorandum and are consistent with the terms of the Notes and the Purchase Agreement as provided to us.
4.  We inquired of certain officials of BRB responsible for financial and accounting matters as to whether the pro forma adjustments give appropriate effect to the assumptions described in the Offering Memorandum.
Based on the foregoing procedures (which do not constitute an examination or compilation of pro forma financial information in accordance with standards established by the AICPA or PCAOB), nothing came to our attention that caused us to believe that the pro forma financial information included in the Offering Memorandum does not give effect to the assumptions referred to therein on a reasonable basis, or that the pro forma amounts in the Offering Memorandum were not computed on a mathematically accurate basis using the stated assumptions.
> [COMMENT — Eric Johannsen, Calderwood & Harkness LLP]: The comfort letter must cover net proceeds calculations in full. Please confirm that the following figures are addressed: gross proceeds of $349,125,000; initial purchasers' discount of $2,275,000; net proceeds before expenses of $346,850,000; estimated offering expenses of $1,150,000; and net proceeds after all expenses of $345,700,000. All five figures should be verified as mathematically accurate and consistent with the Purchase Agreement and Offering Memorandum.]
C. Statistical and Financial Information in the Offering Memorandum
At the request of BRB and the Initial Purchasers, and as agreed upon with their respective counsel, we performed the following additional procedures with respect to certain other financial and statistical data appearing in the Offering Memorandum:
1.  Net Interest Income and Net Interest Margin. We compared the amounts of net interest income and the net interest margin percentages for each of the fiscal years ended December 31, 2025, December 31, 2024, and December 31, 2023, as set forth in the sections of the Offering Memorandum entitled "Selected Financial Data" and "Management's Discussion and Analysis of Financial Condition and Results of Operations," to the Audited Financial Statements and to the accounting records of BRB. We found such amounts and percentages to agree with or to have been derived from the Audited Financial Statements or the accounting records of BRB. In the case of percentages not explicitly set forth in the Audited Financial Statements, we recomputed such percentages from the underlying data and found them to be mathematically accurate.
2.  Noninterest Income. We compared the amounts of noninterest income for each of the fiscal years ended December 31, 2025, December 31, 2024, and December 31, 2023, as set forth in the Offering Memorandum, to the Audited Financial Statements and to the accounting records of BRB. We found such amounts to agree with or to have been derived from the Audited Financial Statements or the accounting records of BRB.
3.  Efficiency Ratios. We compared the efficiency ratios for each of the fiscal years ended December 31, 2025, December 31, 2024, and December 31, 2023, as set forth in the Offering Memorandum, to the accounting records of BRB and recomputed such ratios from the underlying data. We found such ratios to be mathematically accurate and to have been derived from the Audited Financial Statements or the accounting records of BRB on a basis consistent with the methodology described in the Offering Memorandum.
4.  Loan Portfolio Composition and Credit Quality Metrics. We compared the loan portfolio composition data and credit quality metrics (including, without limitation, total loans and leases, nonperforming assets, allowance for credit losses, net charge-off ratios, and classified asset ratios) as of and for the periods ended December 31, 2025, December 31, 2024, and December 31, 2023, as set forth in the Offering Memorandum, to the Audited Financial Statements, the Call Reports filed by BRB with the OCC/FFIEC, and the internal accounting records of BRB. We found such amounts, percentages, and ratios to agree with or to have been derived from the Audited Financial Statements, the Call Reports, or the accounting records of BRB, and, where applicable, to be mathematically accurate.
5.  Deposit Composition Data. We compared the deposit composition data as of December 31, 2025 and December 31, 2024, as set forth in the Offering Memorandum, to the Audited Financial Statements and to the accounting records of BRB. We found such amounts to agree with or to have been derived from the Audited Financial Statements or the accounting records of BRB.
6.  Other Numerical Data. We compared certain other numerical data and financial information appearing in the Offering Memorandum, as specified and agreed upon with the Initial Purchasers and their counsel, Pennfield & Associates LLP (Thomas R. Kessler and Nadia Volkov), to the Audited Financial Statements, the Call Reports, or the internal accounting records of BRB. Such additional items are listed in Schedule A attached hereto. We found such amounts to agree with or to have been derived from the Audited Financial Statements, the Call Reports, or the accounting records of BRB.
With respect to each of the items described in this Section VI, to the extent such items involved financial data that were derived from the accounting records of BRB (rather than directly from the Audited Financial Statements or Call Reports), we confirmed that such accounting records are subject to the internal controls maintained by BRB over financial reporting, which were assessed by us as part of our audit engagement.
VII. Agreed-Upon Cut-Off Date and Subsequent Changes (Change Period)
The "cut-off date" for purposes of the change-period procedures described in this Section VII is February 19, 2026 (being a date not more than five business days prior to the date of this Comfort Letter).
> [COMMENT — Eric Johannsen, Calderwood & Harkness LLP]: We propose February 19, 2026 as the cut-off date, which is five business days before the anticipated Closing Date of February 24, 2026. Please confirm that Whitmore & Lathrop is able to complete all change-period procedures through this date and that this date is acceptable.]
We performed the following procedures for the period from December 31, 2025 (the date of the most recent audited consolidated balance sheet included in the Offering Memorandum) to the cut-off date of February 19, 2026 (the "Change Period"):
(a) We read the available minutes of meetings of the Board of Directors of BRB and the Board of Directors of Belmont Ridge Financial Group, Inc. (the Bank's parent holding company), and certain key committees thereof, including the Audit Committee, the Risk Committee, and the Asset/Liability Committee, held during the Change Period through the cut-off date.
(b) We read the unaudited consolidated financial data of BRB, including unaudited management accounts, internal financial reports, daily and monthly balance sheet and income statement summaries, and related schedules prepared by BRB's internal accounting and finance departments, for the period from January 1, 2026 through the cut-off date of February 19, 2026.
(c) We inquired of certain officials of BRB who have responsibility for financial and accounting matters (including, without limitation, the Chief Financial Officer, the Chief Accounting Officer, the Treasurer, and the Controller of BRB) as to the following:
(i) whether, as of the cut-off date, there had been any change in the stockholder's equity of BRB or any increase in long-term indebtedness or subordinated debt of BRB (other than in connection with the issuance of the Notes and the application of the net proceeds thereof), in each case as compared to the amounts shown in the Audited Financial Statements as of December 31, 2025;
(ii) whether, for the period from January 1, 2026 through the cut-off date, there had been any decrease in (A) total consolidated assets, (B) net interest income, or (C) net income of BRB, in each case as compared to the corresponding period of the prior fiscal year (i.e., the period from January 1, 2025 through February 19, 2025);
(iii) whether, as of the cut-off date, any material adverse change in the financial condition or results of operations of BRB had occurred during the Change Period; and
(iv) whether, as of the cut-off date, BRB had complied in all material respects with all applicable minimum regulatory capital requirements imposed by the OCC and other applicable banking regulators.
Negative Assurance — Change Period. On the basis of the procedures described above (which procedures do not constitute an audit or a review of financial statements or interim financial information conducted in accordance with the standards of the PCAOB, and which are substantially more limited in scope than an audit or review), nothing came to our attention that caused us to believe that:
(1) as of the cut-off date of February 19, 2026, there was any change in the stockholder's equity of BRB or any increase in long-term indebtedness or subordinated debt of BRB (other than in connection with the issuance of the Notes) as compared to the amounts shown in the Consolidated Balance Sheet of BRB as of December 31, 2025, included in the Audited Financial Statements; or
(2) for the period from January 1, 2026 to the cut-off date of February 19, 2026, there were any decreases in total consolidated assets, net interest income, or net income of BRB as compared to the corresponding period of the prior fiscal year.
Caveat. The foregoing procedures are substantially more limited in scope than an audit conducted in accordance with the standards of the PCAOB or a review of interim financial information conducted in accordance with PCAOB standards. Accordingly, we express no opinion or any other form of assurance on the interim financial data, management accounts, or changes during the Change Period, other than the negative assurance expressly stated above. Had we performed additional procedures, or had we conducted an audit or a review of the interim financial data of BRB for the Change Period, other matters might have come to our attention that would have been reported to you.
VIII. Limitations and Qualifications
The procedures described in this letter were performed solely as specified herein and do not constitute an examination, audit, or review of any financial statements (whether historical, pro forma, or interim) conducted in accordance with generally accepted auditing standards ("GAAS") or the standards of the PCAOB for the purpose of expressing an opinion or any other form of assurance on any financial statements taken as a whole. We have not examined or reviewed any financial statements of BRB for any period subsequent to December 31, 2025 for purposes of this letter (other than the limited review of interim financial information described in Section V above and the change-period procedures described in Section VII above).
This Comfort Letter relates solely to the financial and statistical data described herein. It does not extend to, and we express no opinion or any form of assurance with respect to, the qualitative, descriptive, or legal content of the Offering Memorandum, including, without limitation, any descriptions of the business, operations, strategy, management, or regulatory status of BRB or the terms and conditions of the Notes.
We acknowledge that AU-C Section 920 (formerly SAS 72, as amended by SAS 76 and SAS 86) establishes the form and content of comfort letters issued by independent registered public accounting firms in connection with securities offerings and that this letter is prepared and issued in accordance with, and is subject to the limitations of, AU-C Section 920. The procedures performed by us are inherently limited, and there can be no assurance that all matters of significance have been identified. Had additional procedures been performed, or had we conducted an audit or review of any financial statements or other financial information of BRB for any period or as of any date not covered by our audit report or our review report described herein, other matters might have come to our attention that would have been reported to you.
Furthermore, the negative assurance expressed in this letter with respect to changes during the Change Period should not be taken as a substitute for the exercise of the addressees' own judgment in assessing the financial condition and results of operations of BRB and in evaluating the matters described in the Offering Memorandum.
IX. Restrictions on Use and Reliance
This letter is solely for the information of, and assistance to, the addressees named herein in conducting and documenting their investigation of the affairs of BRB in connection with the offering of the Notes, and it is not to be used, circulated, quoted, or otherwise referred to for any other purpose, or by any other person or entity, without the prior written consent of Whitmore & Lathrop, P.C. In particular, this letter is not to be filed with or furnished to the SEC, the OCC, the FDIC, or any other governmental or regulatory authority, the offering of the Notes being a private placement under Rule 144A of the Securities Act and not a registered public offering.
Notwithstanding the foregoing, Pennfield & Associates LLP (Thomas R. Kessler and Nadia Volkov), acting as counsel to the Initial Purchasers, may rely on this letter to the same extent as the Initial Purchasers, as provided in the Purchase Agreement. No other person or entity, including, without limitation, any holder or prospective holder of the Notes, shall be entitled to rely on this letter.
This letter should not be regarded as indicating that any additional investigation or due diligence is or is not appropriate beyond the specific procedures described herein. No inference should be drawn from the inclusion or omission of any particular item, procedure, or finding as to its significance or lack thereof.
X. Subsequent Events and Bring-Down at Closing
We have no responsibility to update this letter for events and circumstances occurring after the cut-off date of February 19, 2026. Our procedures with respect to the Change Period extend only through the cut-off date, and we disclaim any obligation to perform any procedures, make any inquiries, or provide any assurance with respect to any period subsequent to the cut-off date.
We understand that the Purchase Agreement requires, as a condition to the closing of the offering on the Closing Date of February 24, 2026, the delivery of a "bring-down" comfort letter (or a letter reaffirming the contents of this Comfort Letter as of the Closing Date), with the cut-off date updated to a date not more than five business days prior to the Closing Date. We will deliver such a bring-down letter at or prior to the closing if required by the Purchase Agreement and if the conditions for doing so are satisfied at such time.
The bring-down letter, if and when delivered, will be addressed to the same addressees as this Comfort Letter and will reference the same sections of the Purchase Agreement.
> [COMMENT — Eric Johannsen, Calderwood & Harkness LLP]: The bring-down letter should be addressed identically to this letter and should reference the same addressees and the same sections of the Purchase Agreement. Please confirm.]
> [COMMENT — Vivienne St. Claire, Calderwood & Harkness LLP]: The final comfort letter must be issued no earlier than the Closing Date of February 24, 2026. The form of this comfort letter should also be shared with Pennfield & Associates LLP (Thomas R. Kessler / Nadia Volkov) for their review as counsel to the Initial Purchasers. Please circulate the next draft to Pennfield concurrently.]
> [COMMENT — Reference: The comfort letter fee of $85,000, as agreed per the engagement terms between BRB and Whitmore & Lathrop, P.C., is payable upon delivery of the final comfort letter at closing.]
XI. Signature
Very truly yours,
WHITMORE & LATHROP, P.C.
By: ________
Name: Gregory D. Fontaine
Title: Lead Audit Partner
Date: ________
Note: This is a draft comfort letter prepared for review and comment purposes only. The signature of Whitmore & Lathrop, P.C. and Gregory D. Fontaine will be affixed to the final version of this letter at or prior to the closing on the Closing Date of February 24, 2026. This draft should not be construed as a final or executed comfort letter.
SCHEDULE A
Schedule of Specified Financial Data Items
The following is a tabular listing of each financial data point in the Offering Memorandum that is within the scope of the comfort letter procedures described herein, including the page number or section reference in the Offering Memorandum, a description of the data point, the source of the data, and the procedure applied.
Note to Schedule A: The page number and section references in this Schedule are based on the draft of the Offering Memorandum dated February 19, 2026. Page references are subject to change in subsequent drafts or in the final version of the Offering Memorandum, and this Schedule will be updated accordingly prior to the delivery of the final comfort letter at closing.
CONFIDENTIAL — This draft comfort letter has been prepared by Whitmore & Lathrop, P.C. solely for the purposes of review and comment by Calderwood & Harkness LLP (counsel to Belmont Ridge Bank, National Association) in connection with the offering described herein. This draft is subject to revision and should not be relied upon as a final comfort letter. Distribution of this draft is restricted to the addressees, their counsel, and other parties authorized under the Purchase Agreement.
Item No. | Page / Section | Description of Data Point | Source | Procedure Applied
1 | Summary, p. 3; Selected Financial Data, p. 28 | Total consolidated assets of BRB as of December 31, 2025: $62.4 billion | Audited Financial Statements (Consolidated Balance Sheet) | Comparison to audited financial statements
2 | Summary, p. 4; Capitalization, p. 26 | Tier 1 capital ratio as of December 31, 2025: 11.8% | Call Report filed with OCC/FFIEC (December 31, 2025) | Comparison to Call Report
3 | Summary, p. 4; Capitalization, p. 26 | Total risk-based capital ratio as of December 31, 2025: 14.2% | Call Report filed with OCC/FFIEC (December 31, 2025) | Comparison to Call Report
4 | Capitalization, p. 25; Description of Notes, p. 47 | Outstanding subordinated debt: $200,000,000 of 5.250% Subordinated Notes due 2027 | Audited Financial Statements (Note 12); accounting records of BRB | Comparison to audited financial statements and accounting records
5 | Cover Page; Summary, p. 1 | Aggregate principal amount of the Notes: $350,000,000 | Purchase Agreement; Offering Memorandum | Comparison to Purchase Agreement
6 | Cover Page; Summary, p. 1 | Issue price of the Notes: 99.750% | Purchase Agreement; Offering Memorandum | Comparison to Purchase Agreement
7 | Use of Proceeds, p. 22 | Gross proceeds: $349,125,000 | Computation ($350,000,000 × 99.750%) | Recomputation; verified mathematical accuracy
8 | Use of Proceeds, p. 22 | Initial purchasers' discount: $2,275,000 | Purchase Agreement (Schedule I) | Comparison to Purchase Agreement
9 | Use of Proceeds, p. 22 | Net proceeds (before expenses): $346,850,000 | Computation ($349,125,000 − $2,275,000) | Recomputation; verified mathematical accuracy
10 | Use of Proceeds, p. 22 | Estimated offering expenses: $1,150,000 | Accounting records of BRB; estimate provided by management | Comparison to accounting records and management estimates; inquiry of management
11 | Use of Proceeds, p. 22 | Net proceeds (after all expenses): $345,700,000 | Computation ($346,850,000 − $1,150,000) | Recomputation; verified mathematical accuracy
12 | Summary, p. 5 | Market capitalization of Belmont Ridge Financial Group, Inc.: approximately $8.2 billion (as of February 2026) | Public market data; accounting records of BRB's parent | Reading and comparison to publicly available information
13 | Capitalization, pp. 25–26 | Historical capitalization table — all line items | Audited Financial Statements; accounting records of BRB | Comparison to audited financial statements and accounting records
14 | Capitalization, pp. 25–26 | Pro forma capitalization table — all line items and adjustments | Audited Financial Statements; Purchase Agreement; computations | Comparison, recomputation of pro forma adjustments; verified mathematical accuracy
15 | Selected Financial Data, pp. 28–31 | Net interest income for fiscal years 2023, 2024, and 2025 | Audited Financial Statements (Consolidated Statements of Income) | Comparison to audited financial statements
16 | Selected Financial Data, pp. 28–31; MD&A, pp. 32–42 | Net interest margin for fiscal years 2023, 2024, and 2025 | Audited Financial Statements; accounting records of BRB | Recomputation from underlying data; verified mathematical accuracy
17 | Selected Financial Data, pp. 28–31 | Noninterest income for fiscal years 2023, 2024, and 2025 | Audited Financial Statements (Consolidated Statements of Income) | Comparison to audited financial statements
18 | MD&A, pp. 32–42 | Efficiency ratios for fiscal years 2023, 2024, and 2025 | Audited Financial Statements; accounting records of BRB | Recomputation from underlying data; verified mathematical accuracy
19 | MD&A, pp. 38–40 | Loan portfolio composition data as of December 31, 2025 and December 31, 2024 | Audited Financial Statements; Call Reports; accounting records of BRB | Comparison to audited financial statements, Call Reports, and accounting records
20 | MD&A, pp. 40–42 | Credit quality metrics (nonperforming assets, allowance for credit losses, net charge-off ratios, classified asset ratios) | Audited Financial Statements; Call Reports; accounting records of BRB | Comparison to audited financial statements, Call Reports, and accounting records; recomputation of ratios
21 | MD&A, pp. 35–37 | Deposit composition data as of December 31, 2025 and December 31, 2024 | Audited Financial Statements; accounting records of BRB | Comparison to audited financial statements and accounting records
22 | Selected Financial Data, pp. 28–31 | Other selected financial data as set forth in the Offering Memorandum (including total equity, return on average assets, return on average equity, and other key performance metrics) | Audited Financial Statements; accounting records of BRB | Comparison to audited financial statements and accounting records; recomputation where applicable

WHITMORE & LATHROP, P.C. Certified Public Accountants A Professional Corporation

WHITMORE & LATHROP, P.C.

SCHEDULE A

Record

Parties

Dates

Amounts