FR EA
1045-00001 · Client 1045 · Closing
dtc-eligibility-letter.docx DOCUMENT Capital Markets
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BRINDOVAL TRUST COMPANY, NATIONAL ASSOCIATION Corporate Trust Office 100 Federal Street, Suite 800 Boston, MA 02110

February 24, 2026

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

Attention: Jonathan R. Talbott, Treasurer

With copies to:

Calderwood & Harkness LLP One Liberty Plaza, 52nd Floor New York, NY 10006

Attention: Vivienne St. Claire, Esq. / Eric Johannsen, Esq.

Wainwright Zanthor & Co., LLC 383 Madison Avenue New York, NY 10179

Attention: Douglas P. Moreno / Samantha Chen-Whitfield

Re: DTC Eligibility — 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036 (CUSIP 082651 AB7; ISIN US082651AB73) of Belmont Ridge Bank, National Association

Ladies and Gentlemen:

Brindoval Trust Company, National Association ("Brindoval Trust"), in its capacity as Trustee, Paying Agent, Registrar, and Transfer Agent under that certain Indenture dated as of February 24, 2026 (as the same may be amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "Indenture"), by and between Belmont Ridge Bank, National Association, a national banking association organized under the laws of the United States ("BRB"), and Brindoval Trust, hereby confirms the eligibility for deposit, book-entry delivery, clearance, and settlement through the facilities of The Depository Trust Company ("DTC") of the securities described herein. This letter is delivered in connection with the issuance by BRB of $350,000,000 aggregate principal amount of its 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036 (the "Notes") issued pursuant to, and entitled to the benefits of, the Indenture. The Notes are being offered and sold in a private placement transaction to persons reasonably believed to be qualified institutional buyers ("QIBs") in reliance on the exemption from registration afforded by Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to that certain Purchase Agreement dated as of February 19, 2026 (the "Purchase Agreement"), among BRB, Wainwright Zanthor & Co., LLC, as representative of the several initial purchasers named therein (the "Initial Purchasers"), and the other parties thereto.

Capitalized terms used but not otherwise defined in this letter shall have the meanings ascribed to such terms in the Indenture.

1. DTC Participant Status of Brindoval Trust

Brindoval Trust hereby confirms that it is a direct participant in good standing in The Depository Trust Company, a limited-purpose trust company organized under the New York Banking Law and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Brindoval Trust's DTC Participant Number is 0447. As a DTC participant, Brindoval Trust is authorized to act as custodian of securities deposited with DTC and to effect book-entry transfers of interests in securities through DTC's automated book-entry system. Brindoval Trust's participant status has been maintained continuously and in good standing with DTC, and Brindoval Trust is not aware of any pending action, proceeding, or investigation that would reasonably be expected to result in the termination, suspension, or limitation of its DTC participant status.

2. Description of the Securities

The Notes with respect to which this DTC Eligibility confirmation is being delivered have the following characteristics:

The Notes were priced on February 19, 2026 and are being issued and delivered on the date hereof. The Notes are intended to qualify as Tier 2 capital of BRB for regulatory capital purposes under the rules and regulations of the Office of the Comptroller of the Currency.

3. Confirmation of DTC Eligibility

Brindoval Trust hereby confirms that the Global Note representing the Notes (the "Global Note") has been accepted for deposit by DTC and is eligible for book-entry delivery, clearance, and settlement through DTC's facilities. In connection with the issuance of the Notes on the date hereof, the following actions have been completed:

(a) The Global Note, in fully registered form, without coupons, representing the entire $350,000,000 aggregate principal amount of the Notes, has been executed by BRB and authenticated by Brindoval Trust, as Trustee, in accordance with the terms of the Indenture.

(b) The Global Note has been deposited with Brindoval Trust, acting in its capacity as custodian for DTC, at the Corporate Trust Office of Brindoval Trust located at 100 Federal Street, Suite 800, Boston, MA 02110.

(c) The Global Note has been registered in the name of Cede & Co., as partnership nominee of DTC, on the register of holders of the Notes maintained by Brindoval Trust, as Registrar.

(d) Beneficial interests in the Global Note are shown on, and transfers thereof will be effected only through, records maintained by DTC and its direct and indirect participants. Except as otherwise provided in the Indenture, owners of beneficial interests in the Global Note will not be entitled to have the Notes registered in their names, will not receive or be entitled to receive physical delivery of Notes in certificated form, and will not be considered the registered holders thereof under the Indenture for any purpose.

(e) DTC has confirmed to Brindoval Trust that DTC is duly registered as a "clearing agency" under Section 17A of the Exchange Act and that it meets the requirements of a clearing agency as defined in Section 3(a)(23) of the Exchange Act.

Brindoval Trust has received confirmation from DTC that the Notes have been assigned the CUSIP and ISIN numbers set forth in Section 2 above and have been made eligible for DTC's book-entry settlement system.

4. Book-Entry Procedures

The Notes will be issued solely in book-entry form through the facilities of DTC. So long as DTC or its nominee is the registered holder of the Global Note, DTC or such nominee, as the case may be, will be considered the sole owner or holder of the Notes represented by the Global Note for all purposes under the Indenture. No physical certificates representing individual Notes will be issued to beneficial owners of interests in the Global Note, except in the following limited circumstances as set forth in, and subject to the conditions specified in, the Indenture:

(i) DTC notifies Brindoval Trust that it is unwilling or unable to continue to act as depository for the Global Note or DTC ceases to be a clearing agency registered under the Exchange Act, and in either case, a successor depository is not appointed by BRB within 90 days after Brindoval Trust receives such notice or becomes aware of such cessation;

(ii) BRB, in its sole discretion, determines and notifies Brindoval Trust in writing that the Global Note shall be exchanged in whole for Notes in definitive certificated form; or

(iii) An Event of Default has occurred and is continuing under the Indenture, and DTC requests the issuance of Notes in definitive certificated form.

In each such case, definitive certificated Notes will be issued in authorized denominations and registered in such names as DTC shall direct, and Brindoval Trust will authenticate and deliver such certificated Notes in accordance with the terms of the Indenture.

Transfers of beneficial interests in the Global Note among DTC participants will be effected in the ordinary course pursuant to DTC's rules, procedures, and customary practices, and will be settled in accordance with the normal rules and operating procedures of DTC. Settlement of secondary market trades in the Notes between DTC participants will occur in same-day funds through DTC's Same-Day Funds Settlement System. Brindoval Trust understands that DTC will credit and debit the accounts of its direct participants in accordance with DTC's procedures on the applicable settlement date.

Beneficial owners that are not DTC participants may transfer their interests in the Global Note only through a direct or indirect DTC participant. In addition, beneficial owners will receive all distributions of principal of, premium, if any, and interest on the Notes through the DTC participants that maintain their accounts with DTC.

5. Transfer Restrictions Legend

Brindoval Trust confirms that the Global Note bears the restrictive legend required under the Purchase Agreement and the Indenture with respect to the transfer restrictions applicable to the Notes under the Securities Act. The legend, which is set forth on the face of the Global Note, provides, among other things, that the Notes have not been registered under the Securities Act and may not be offered, sold, pledged, or otherwise transferred except in compliance with the Securities Act and applicable state securities laws.

Beneficial interests in the Global Note may only be transferred to persons reasonably believed to be qualified institutional buyers (as defined in Rule 144A under the Securities Act) in reliance on the exemption from registration afforded by Rule 144A under the Securities Act, or pursuant to another applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. All transfers of beneficial interests in the Global Note must comply with the transfer restrictions set forth in the Indenture and on the Global Note. Each transferee of a beneficial interest in the Global Note will be deemed to have made the representations and acknowledgments set forth in the Indenture, including the representation that such transferee is a QIB acquiring such beneficial interest for its own account or for the account of one or more QIBs.

Brindoval Trust, in its capacity as Registrar for the Notes, will not register any transfer of the Notes, or any beneficial interest therein, that does not comply with the applicable transfer restrictions set forth in the Indenture and the Global Note. Brindoval Trust may require, as a condition to registration of any transfer, the delivery of such certifications, legal opinions, or other documentation as may be required by the Indenture.

6. Paying Agent / Registrar Confirmation

Brindoval Trust hereby confirms that it has been duly appointed and has accepted its appointment as Paying Agent, Registrar, and Transfer Agent for the Notes in accordance with the terms and provisions of the Indenture. Brindoval Trust will perform its duties and obligations in each such capacity in accordance with the Indenture and applicable law.

In its capacity as Paying Agent, Brindoval Trust will make all payments of principal of, premium, if any, and interest on the Global Note to Cede & Co., as the registered holder of the Global Note and as nominee of DTC. Upon receipt of such payments, DTC will distribute such amounts to its direct participants in accordance with DTC's rules, procedures, and customary practices. Neither Brindoval Trust nor BRB will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in the Global Note maintained by DTC or any DTC participant, or for any other aspect of the relationship between DTC and its direct and indirect participants.

The first interest payment date for the Notes will be September 1, 2026. Interest on the Notes during the Fixed Rate Period will be computed on the basis of a 360-day year consisting of twelve 30-day months. Interest on the Notes during the Floating Rate Period will be computed on the basis of a 360-day year and the actual number of days elapsed, in each case as more fully set forth in the Indenture.

In its capacity as Registrar, Brindoval Trust will maintain the register of holders of the Notes in accordance with the Indenture and will effect the registration of transfers and exchanges of the Notes as provided therein, subject to the applicable transfer restrictions described in Section 5 above.

7. Contact Information

For questions regarding DTC eligibility, deposits, or book-entry transfers of the Notes, or any other matter arising under or relating to this letter, please contact:

Helen M. Briggs Corporate Trust Officer Brindoval Trust Company, National Association 100 Federal Street, Suite 800 Boston, MA 02110 Telephone: (617) 482-3100

Email: hbriggs@crestviewtrust.com

Closing

This letter is being delivered in connection with the closing of the offering of the Notes on the date hereof and is intended solely for the benefit of the addressees and the other parties receiving copies hereof. This letter shall not be construed as creating any obligation on the part of Brindoval Trust other than those obligations already set forth in the Indenture. Brindoval Trust reserves the right to amend, supplement, or otherwise modify this letter as may be necessary or appropriate from time to time to reflect changes in DTC's requirements, operating procedures, or eligibility criteria, or to reflect any amendment or supplement to the Indenture. Any such amendment or supplement to this letter will be provided to the addressees and the parties receiving copies hereof.

This letter shall be governed by and construed in accordance with the laws of the State of New York.

[Signature Page Follows]

Very truly yours,

BRINDOVAL TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee, Paying Agent, Registrar, and Transfer Agent

By: ________

Name: Helen M. Briggs

Title: Corporate Trust Officer

cc:

Pennfield & Associates LLP 1585 Broadway, 30th Floor New York, NY 10036

Attention: Thomas R. Kessler, Esq.

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

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

AttributeDescription
IssuerBelmont Ridge Bank, National Association
Title of Securities6.750% Fixed-to-Floating Rate Subordinated Notes due 2036
Aggregate Principal Amount$350,000,000
CUSIP082651 AB7
ISINUS082651AB73
Maturity DateMarch 1, 2036
Fixed Rate Period Coupon6.750% per annum, payable semi-annually in arrears on March 1 and September 1 of each year, commencing September 1, 2026, through and including March 1, 2031
Floating Rate Period CouponCompounded SOFR plus 275 basis points per annum, payable quarterly in arrears on March 1, June 1, September 1, and December 1 of each year, commencing March 1, 2031, through and including March 1, 2036
Fixed-to-Floating Rate Reset DateMarch 1, 2031
Minimum Denomination$150,000 and integral multiples of $1,000 in excess thereof
FormRule 144A Global Note, registered in the name of Cede & Co., as nominee of DTC
RankingSubordinated unsecured obligations of BRB
Governing LawState of New York