CROSS-RECEIPT
Delivery of Notes Against Payment
February 24, 2026
$350,000,000 Aggregate Principal Amount 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036
Issued by
Belmont Ridge Bank, National Association
CUSIP: 082651 AB7 ISIN: US082651AB73
RECITALS
WHEREAS, Belmont Ridge Bank, National Association, a national banking association duly organized and existing under the laws of the United States and chartered under the National Bank Act (OCC Charter No. 18742), with its principal office located at 600 Lexington Avenue, 38th Floor, New York, New York 10022 (the "Issuer" or "BRB"), has authorized the issuance and sale of $350,000,000 aggregate principal amount of its 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036 (the "Notes");
WHEREAS, the following entities (collectively, the "Initial Purchasers") have agreed to purchase the Notes from the Issuer:
(i) Wainwright Zanthor & Co., LLC, a Delaware limited liability company, with its principal office located at 383 Madison Avenue, New York, New York 10179, acting as Representative of the Initial Purchasers and as Lead Initial Purchaser and Lead Bookrunner (the "Representative" or "Wainwright Zanthor");
(ii) Redstone Capital Markets LLC, a Delaware limited liability company, with its principal office located at 200 Park Avenue, Suite 4500, New York, New York 10166, acting as an Initial Purchaser and Co-Manager ("Redstone"); and
(iii) Kensington Hale Securities Inc., a New York corporation, with its principal office located at One World Financial Center, Suite 2700, New York, New York 10281, acting as an Initial Purchaser and Co-Manager ("Kensington Hale" and, together with Wainwright Zanthor and Redstone, the "Initial Purchasers");
WHEREAS, the Issuer and the Initial Purchasers have entered into that certain Purchase Agreement dated as of February 19, 2026 (the "Purchase Agreement"), pursuant to which the Issuer agreed to issue and sell, and the Initial Purchasers agreed to purchase, the Notes, upon and subject to the terms and conditions set forth therein;
WHEREAS, the Notes are being issued pursuant to, and are governed by, that certain Indenture dated as of February 24, 2026 (the "Indenture"), between the Issuer and Brindoval Trust Company, National Association, a national banking association organized and existing under the laws of the United States, with its corporate trust office located at 100 Federal Street, Suite 800, Boston, Massachusetts 02110, acting as Trustee, Paying Agent, Registrar, and Transfer Agent thereunder (the "Trustee");
WHEREAS, the offering and sale of the Notes has been made pursuant to that certain Offering Memorandum dated February 19, 2026 (the "Offering Memorandum"), which describes, among other things, the terms and conditions of the Notes, certain financial and other information regarding the Issuer, and certain risk factors associated with an investment in the Notes;
WHEREAS, the Notes are being offered and sold in a private placement to "qualified institutional buyers" (as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act")) in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 144A promulgated thereunder, and the Notes have not been and will not be registered under the Securities Act or the securities laws of any state or other jurisdiction;
WHEREAS, the Notes are being issued in the form of a single Rule 144A Global Note (the "Global Note") in fully registered, book-entry only form, which Global Note has been deposited with The Depository Trust Company ("DTC") and registered in the name of Cede & Co. ("Cede"), as nominee of DTC, for credit to the respective accounts of the Initial Purchasers and their designated DTC participants, in accordance with the rules and procedures of DTC;
WHEREAS, the Notes bear CUSIP No. 082651 AB7 and ISIN No. US082651AB73, mature on March 1, 2036 (the "Maturity Date"), and are issued in minimum denominations of $150,000 and integral multiples of $1,000 in excess thereof;
WHEREAS, Brindoval Trust Company, National Association serves as Trustee, Paying Agent, Registrar, and Transfer Agent under the Indenture, and is a DTC participant (DTC Participant No. 0447); and
WHEREAS, the parties hereto desire to acknowledge and confirm the simultaneous delivery of the Notes and payment of the purchase price therefor on February 24, 2026 (the "Closing Date"), in accordance with the terms of the Purchase Agreement.
NOW, THEREFORE, in consideration of the mutual acknowledgments, representations, and confirmations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1 — ACKNOWLEDGMENT OF DELIVERY OF THE NOTES BY THE ISSUER
1.1 Delivery of Global Note. BRB hereby acknowledges and confirms that it has, on February 24, 2026 (the "Closing Date"), caused to be delivered to Brindoval Trust Company, National Association, in its capacity as Trustee under the Indenture, for the account of the Initial Purchasers, one (1) Rule 144A Global Note in fully registered form, without coupons, representing Three Hundred Fifty Million Dollars ($350,000,000) in aggregate principal amount of 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036 (the "Global Note"), in the form prescribed by, and meeting all requirements set forth in, the Indenture.
1.2 Execution and Authentication. BRB further acknowledges and confirms that the Global Note has been duly executed on behalf of BRB by the manual or facsimile signatures of its authorized officers and has been duly authenticated by the Trustee in accordance with Section 2.02 of the Indenture, and that such execution and authentication were completed prior to or contemporaneously with the delivery of the Global Note on the Closing Date.
1.3 Deposit with DTC. BRB further acknowledges and confirms that the Global Note has been deposited with The Depository Trust Company and has been registered in the name of Cede & Co., as nominee of DTC, for credit to the respective securities accounts of the Initial Purchasers and their designated DTC participants, in accordance with the applicable rules, procedures, and operating requirements of DTC. Beneficial interests in the Global Note are being held, and transfers thereof are being effected, only through book-entry transfers among DTC participants and indirect participants, in accordance with the rules and procedures of DTC.
1.4 Denominations. BRB confirms that the Notes represented by the Global Note are issuable in minimum denominations of One Hundred Fifty Thousand Dollars ($150,000) and in integral multiples of One Thousand Dollars ($1,000) in excess thereof, in compliance with the terms of the Indenture and the requirements applicable to a Rule 144A private placement.
SECTION 2 — ACKNOWLEDGMENT OF PAYMENT BY THE INITIAL PURCHASERS
2.1 Payment of Purchase Price. Each of the Initial Purchasers hereby acknowledges and confirms that it has, on the Closing Date, paid or caused to be paid to BRB, by wire transfer of immediately available funds in United States dollars, in accordance with the wire transfer instructions set forth in the Closing Funds Flow Memorandum delivered by the Issuer to the Representative on or prior to the Closing Date, its respective share of the aggregate net purchase price for the Notes, as calculated in Section 2.2 below.
2.2 Calculation of Purchase Price. The aggregate purchase price for the Notes has been calculated as follows:
2.3 Allocation of Initial Purchasers' discount. The Initial Purchasers' aggregate discount of Two Million Two Hundred Seventy-Five Thousand Dollars ($2,275,000.00) has been allocated among the Initial Purchasers as follows, in accordance with the respective underwriting commitments and allocation percentages set forth in the Purchase Agreement:
2.4 Allocation of Net Purchase Price. Each Initial Purchaser's proportionate share of the aggregate net purchase price of Three Hundred Forty-Six Million Eight Hundred Fifty Thousand Dollars ($346,850,000.00) remitted to BRB has been calculated based on each Initial Purchaser's respective proportionate share of the aggregate principal amount of the Notes purchased, in accordance with the allocation set forth in the Purchase Agreement, as follows:
Each Initial Purchaser confirms that its proportionate share of the net purchase price, as set forth above, has been remitted by wire transfer of immediately available funds to BRB's designated account on the Closing Date, in accordance with the Closing Funds Flow Memorandum.
SECTION 3 — MUTUAL ACKNOWLEDGMENT AND CROSS-RECEIPT
3.1 BRB's Acknowledgment of Receipt of Funds. BRB hereby acknowledges receipt from the Initial Purchasers of the aggregate net purchase price of Three Hundred Forty-Six Million Eight Hundred Fifty Thousand Dollars ($346,850,000.00) by wire transfer of immediately available funds to BRB's account designated in the Closing Funds Flow Memorandum, and confirms that such funds have been received in full and without any deduction, offset, or withholding.
3.2 Initial Purchasers' Acknowledgment of Receipt of Notes. The Initial Purchasers hereby acknowledge receipt, through their respective DTC participant accounts (or the DTC participant accounts of their designated agents or custodians), of their respective beneficial interests in the Rule 144A Global Note representing Three Hundred Fifty Million Dollars ($350,000,000) in aggregate principal amount of the Notes, and confirm that the respective allocations of the Notes among the Initial Purchasers correspond to the underwriting commitments set forth in the Purchase Agreement.
3.3 Simultaneous Delivery. Each of the parties hereto hereby acknowledges and confirms that the delivery of the Notes by BRB (through deposit of the Global Note with DTC) and the payment of the aggregate net purchase price by the Initial Purchasers (through wire transfer of immediately available funds) have been made simultaneously on the Closing Date, and that such delivery and payment have been made pursuant to, and in full satisfaction of, the respective obligations of the parties under Section 3 of the Purchase Agreement. The simultaneous exchange of the Notes for the purchase price constitutes a delivery-versus-payment transaction effected through the facilities of DTC on the Closing Date.
SECTION 4 — REPRESENTATIONS AND CONFIRMATIONS
4.1 Issuer's Representation. BRB hereby represents and warrants to the Initial Purchasers that the Global Note delivered on the Closing Date has been duly authorized by all necessary corporate action on the part of BRB, has been duly executed by the authorized officers of BRB, has been delivered by BRB to the Trustee for authentication, and has been authenticated by the Trustee, in each case in accordance with the provisions of the Indenture and the Purchase Agreement. BRB further represents and warrants that the Notes, when issued and delivered in accordance with the Indenture and paid for as contemplated by the Purchase Agreement, constitute valid and legally binding obligations of BRB, enforceable against BRB in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
4.2 Initial Purchasers' Confirmation. Each of the Initial Purchasers hereby confirms that its payment of the net purchase price on the Closing Date has been made without any set-off, counterclaim, deduction, or withholding of any kind, and that such payment constitutes the full and complete satisfaction of its payment obligations under the Purchase Agreement with respect to the Notes purchased by such Initial Purchaser.
4.3 Closing Deliverable; No Modification. Each of the parties hereto acknowledges and agrees that this Cross-Receipt is being delivered as a closing deliverable pursuant to, and in satisfaction of the requirements of, the Purchase Agreement, and that the execution and delivery of this Cross-Receipt does not modify, amend, supplement, waive, or supersede any term, provision, condition, representation, warranty, covenant, or agreement set forth in the Purchase Agreement, the Indenture, or the Registration Rights Agreement dated as of February 24, 2026 (the "Registration Rights Agreement"), among the Issuer and the Initial Purchasers. In the event of any conflict or inconsistency between the terms of this Cross-Receipt and the terms of the Purchase Agreement, the Indenture, or the Registration Rights Agreement, the terms of the applicable agreement shall control.
SECTION 5 — MISCELLANEOUS PROVISIONS
5.1 Governing Law. This Cross-Receipt shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof (other than Section 5-1401 of the New York General Obligations Law).
5.2 Counterparts. This Cross-Receipt may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which, when taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Cross-Receipt by facsimile transmission or by electronic transmission in portable document format (.pdf) or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document shall be effective as delivery of a manually executed counterpart of this Cross-Receipt.
5.3 No Third-Party Beneficiaries. This Cross-Receipt is entered into solely for the benefit of the parties hereto and their respective successors and permitted assigns, and nothing contained herein, express or implied, is intended to or shall confer upon any other person (including, without limitation, any holder of the Notes, any DTC participant, or any other third party) any rights, benefits, remedies, obligations, or liabilities of any nature whatsoever under or by reason of this Cross-Receipt.
5.4 Defined Terms. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement. All references herein to "Sections" are to sections of this Cross-Receipt unless otherwise specified.
5.5 Entire Agreement. This Cross-Receipt, together with the Purchase Agreement, the Indenture, and the Registration Rights Agreement, constitutes the complete and final understanding and agreement among the parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements, whether oral or written, relating to such subject matter, to the extent not otherwise set forth in the Purchase Agreement, the Indenture, or the Registration Rights Agreement.
[Signature Pages Follow]
SIGNATURE PAGE TO CROSS-RECEIPT
IN WITNESS WHEREOF, the parties hereto have caused this Cross-Receipt to be duly executed as of the date first written above.
ISSUER:
BELMONT RIDGE BANK, NATIONAL ASSOCIATION
By: ________
Name: Marcus D. Harrington
Title: Chief Executive Officer
By: ________
Name: Priya Narasimhan
Title: Chief Financial Officer
Address for Notices:
Belmont Ridge Bank, National Association 600 Lexington Avenue, 38th Floor New York, New York 10022
Attention: Office of General Counsel
SIGNATURE PAGE TO CROSS-RECEIPT
INITIAL PURCHASERS:
WAINWRIGHT ZANTHOR & CO., LLC (as Representative of the Initial Purchasers and as Lead Initial Purchaser and Lead Bookrunner)
By: ________
Name: Douglas P. Moreno
Title: Head of Debt Capital Markets (Bank Capital), Authorized Signatory
Address for Notices:
Wainwright Zanthor & Co., LLC 383 Madison Avenue New York, New York 10179
Attention: Debt Capital Markets — Bank Capital Group
REDSTONE CAPITAL MARKETS LLC (as Initial Purchaser and Co-Manager)
By: ________
Name: Catherine A. Forsythe
Title: Managing Director, Authorized Signatory
Address for Notices:
Redstone Capital Markets LLC 200 Park Avenue, Suite 4500 New York, New York 10166
Attention: Capital Markets — Financial Institutions Group
KENSINGTON HALE SECURITIES INC. (as Initial Purchaser and Co-Manager)
By: ________
Name: Jonathan R. Whitfield
Title: Senior Vice President, Authorized Signatory
Address for Notices:
Kensington Hale Securities Inc. One World Financial Center, Suite 2700 New York, New York 10281
Attention: Fixed Income Syndicate Desk
ACKNOWLEDGMENT OF TRUSTEE
Brindoval Trust Company, National Association, in its capacity as Trustee under the Indenture dated as of February 24, 2026, between Belmont Ridge Bank, National Association, as Issuer, and Brindoval Trust Company, National Association, as Trustee, hereby acknowledges and confirms each of the following:
(a) It has received the Rule 144A Global Note representing Three Hundred Fifty Million Dollars ($350,000,000) in aggregate principal amount of the 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036 issued by Belmont Ridge Bank, National Association;
(b) Such Global Note has been duly authenticated by the Trustee in accordance with Section 2.02 of the Indenture;
(c) The Global Note has been deposited with The Depository Trust Company and registered in the name of Cede & Co., as nominee of DTC, for credit to the accounts of the Initial Purchasers and their respective DTC participants, in accordance with the rules, procedures, and operating requirements of DTC; and
(d) The Trustee is acting in its capacity as Trustee, Paying Agent, Registrar, and Transfer Agent under the Indenture, and this acknowledgment is given solely in such capacity and not in its individual or corporate capacity. Nothing in this acknowledgment shall be construed to impose any obligation, duty, or liability upon the Trustee beyond those expressly set forth in the Indenture.
BRINDOVAL TRUST COMPANY, NATIONAL ASSOCIATION (as Trustee)
By: ________
Name: Helen M. Briggs
Title: Corporate Trust Officer
Address for Notices:
Brindoval Trust Company, National Association 100 Federal Street, Suite 800 Boston, Massachusetts 02110
Attention: Corporate Trust Administration
| Component | Calculation | Amount |
| Aggregate Principal Amount | — | $350,000,000.00 |
| Issue Price (99.750% of par) | $350,000,000.00 × 99.750% | $349,125,000.00 |
| Gross Proceeds | — | $349,125,000.00 |
| Less: Initial Purchasers' discount (0.650% of aggregate principal amount) | $350,000,000.00 × 0.650% | ($2,275,000.00) |
| Net Purchase Price Paid to BRB | — | $346,850,000.00 |
| Initial Purchaser | Allocation Percentage | Discount Amount |
| Wainwright Zanthor & Co., LLC | 60.00% | $1,365,000.00 |
| Redstone Capital Markets LLC | 25.00% | $568,750.00 |
| Kensington Hale Securities Inc. | 15.00% | $341,250.00 |
| Total | 100.00% | $2,275,000.00 |
| Initial Purchaser | Proportionate Share of Net Purchase Price | |
| Wainwright Zanthor & Co., LLC | Its proportionate share of $346,850,000.00 | |
| Redstone Capital Markets LLC | Its proportionate share of $346,850,000.00 | |
| Kensington Hale Securities Inc. | Its proportionate share of $346,850,000.00 | |
| Total | $346,850,000.00 |