OFFICER'S CERTIFICATE
Belmont Ridge Bank, National Association
$350,000,000 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036
Delivered pursuant to Section 6(f) of the Purchase Agreement dated February 19, 2026
February 24, 2026
Each of the undersigned, Marcus D. Harrington, in his capacity as Chief Executive Officer, and Priya Narasimhan, in her capacity as Chief Financial Officer, of Belmont Ridge Bank, National Association, a national banking association duly organized and existing under the laws of the United States pursuant to the National Bank Act, 12 U.S.C. §§ 21 et seq. (OCC Charter No. 18742), with its principal office located at 600 Lexington Avenue, 38th Floor, New York, New York 10022 (the "Bank" or the "Issuer"), hereby certifies as follows:
Each of the undersigned is duly authorized to execute and deliver this Officer's Certificate (this "Certificate") on behalf of the Bank and in connection with the transactions described herein.
Reference is made to that certain Purchase Agreement, dated as of February 19, 2026 (the "Purchase Agreement"), by and among (i) the Bank, (ii) Wainwright Zanthor & Co., LLC, as representative (the "Representative") of the several initial purchasers named therein (collectively, the "Initial Purchasers"), (iii) Redstone Capital Markets LLC, and (iv) Kensington Hale Securities Inc. The Initial Purchasers include the Representative, Redstone Capital Markets LLC, and Kensington Hale Securities Inc.
This Certificate is being delivered pursuant to Section 6(f) of the Purchase Agreement as a condition precedent to the obligations of the Initial Purchasers to consummate the closing of the purchase and sale of Three Hundred Fifty Million Dollars ($350,000,000) aggregate principal amount of the Bank's 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036 (the "Notes") on the date hereof (the "Closing Date"). Delivery of this Certificate in form and substance reasonably satisfactory to the Representative and its counsel is a condition to the obligations of the Initial Purchasers under the Purchase Agreement, and the undersigned execute and deliver this Certificate with the understanding and intention that the Initial Purchasers will rely upon the certifications, representations, and statements contained herein in consummating the purchase of the Notes on the Closing Date.
Capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings ascribed to such terms in the Purchase Agreement.
Section 1. Bring-Down of Representations and Warranties.
Each of the undersigned hereby certifies that the representations and warranties of the Bank set forth in Article III of the Purchase Agreement (including, without limitation, those representations and warranties set forth in Sections 3.1 through 3.29 thereof) are true and correct in all material respects on and as of the Closing Date (February 24, 2026) with the same force and effect as though such representations and warranties had been made on and as of the Closing Date, except to the extent that any such representations and warranties are, by their express terms, made only as of a specified date or dates, in which case such representations and warranties were true and correct in all material respects as of such specified date or dates.
Without limiting the generality of the foregoing, the undersigned specifically certify that the representations and warranties of the Bank contained in the Purchase Agreement relating to the Confidential Offering Memorandum dated February 19, 2026, as supplemented and amended by the Pricing Term Sheet dated February 19, 2026 (collectively, the "Offering Memorandum"), are true and correct in all material respects as of both (a) the date of the Offering Memorandum (February 19, 2026) and (b) the Closing Date (February 24, 2026). For the avoidance of doubt, the representations and warranties described in this Section 1 are being brought down as of the Closing Date giving effect to any permitted updates, supplements, or amendments to the Offering Memorandum made in accordance with the terms of the Purchase Agreement.
Section 2. Compliance with Covenants and Conditions.
Each of the undersigned hereby certifies that the Bank has performed and complied in all material respects with each of its covenants, agreements, undertakings, and obligations contained in the Purchase Agreement that are required to be performed or satisfied by the Bank at or prior to the Closing Date, including, without limitation, all covenants and agreements set forth in Article IV and Article V of the Purchase Agreement.
Each of the undersigned further certifies that the Bank has satisfied in all material respects all conditions set forth in Article VI of the Purchase Agreement that are required to be satisfied by the Bank on or prior to the Closing Date, and no condition to the obligations of the Initial Purchasers to purchase the Notes on the Closing Date as set forth in the Purchase Agreement has failed to be satisfied (nor has any such condition been waived by the Representative, except as may have been expressly waived in writing by the Representative prior to the date hereof).
Section 3. No Material Adverse Change.
Each of the undersigned hereby certifies that, since the date of the Offering Memorandum (February 19, 2026) through and including the Closing Date, there has not been any Material Adverse Change (as such term is defined in Section 1.1 of the Purchase Agreement), or any development involving a prospective Material Adverse Change, in or affecting the business, properties, management, financial position, stockholders' equity, results of operations, or prospects of the Bank and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business.
In addition, since the date of the Offering Memorandum, no event, circumstance, condition, or development has occurred or come to the attention of the undersigned that would be required to be set forth in an amendment or supplement to the Offering Memorandum pursuant to the terms of the Purchase Agreement or applicable law (including, without limitation, Rule 144A under the Securities Act of 1933, as amended) that has not been so set forth in a duly prepared and delivered amendment or supplement thereto. The information contained in the Offering Memorandum, together with any amendments or supplements thereto delivered on or prior to the Closing Date, is complete and accurate in all material respects as of the Closing Date for the purposes for which such information was intended.
Section 4. No Stop Order or Proceedings.
Each of the undersigned hereby certifies that, as of the date hereof, no stop order, cease and desist order, or similar order has been issued, and no proceedings for any such purpose have been initiated or, to the knowledge of the undersigned after due inquiry, threatened, by the United States Securities and Exchange Commission (the "SEC"), the Office of the Comptroller of the Currency (the "OCC"), the Federal Deposit Insurance Corporation, or any other federal or state governmental or regulatory authority having jurisdiction over the Bank or the offering and sale of the Notes, with respect to the offering, issuance, or sale of the Notes or any document or instrument related thereto.
Each of the undersigned further certifies that the Bank has not received any communication, whether written or oral, from the OCC revoking, modifying, conditioning, qualifying, or purporting to revoke, modify, condition, or qualify the non-objection letter issued by the OCC, dated February 12, 2026 (OCC File No. 2026-SUB-0031), with respect to the issuance of the Notes as subordinated debt of the Bank under 12 C.F.R. § 5.47 and the OCC's Licensing Manual supplement thereto. To the knowledge of the undersigned, the OCC non-objection letter remains in full force and effect and has not been superseded, withdrawn, or otherwise rendered ineffective, and no event has occurred or condition exists that would reasonably be expected to give rise to any such revocation, modification, or qualification thereof.
Section 5. Accuracy of Offering Memorandum.
Each of the undersigned hereby certifies that the Confidential Offering Memorandum dated February 19, 2026, as supplemented by the Pricing Term Sheet dated February 19, 2026 (together constituting the Offering Memorandum), does not, as of the date hereof, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Without limiting the foregoing, each of the undersigned certifies that the financial statements and financial data included or incorporated by reference in the Offering Memorandum fairly present in all material respects the financial condition, results of operations, and cash flows of the Bank and its consolidated subsidiaries as of the dates and for the periods indicated, and such financial statements have been prepared in conformity with United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods involved, except as otherwise noted therein.
Section 6. Execution of Transaction Documents.
Each of the undersigned hereby certifies that each of the following documents (collectively, the "Transaction Documents") has been duly executed and delivered by the Bank, and such execution and delivery has been duly authorized by all necessary corporate action on the part of the Bank, including authorization by the Board of Directors of the Bank (or a duly authorized committee thereof):
(a) the Indenture, dated as of February 24, 2026, by and between the Bank, as issuer, and Brindoval Trust Company, National Association, as trustee (the "Trustee"), pursuant to which the Notes are being issued (the "Indenture");
(b) the Registration Rights Agreement, dated as of February 24, 2026, by and among the Bank and the Initial Purchasers (the "Registration Rights Agreement"), pursuant to which the Bank has agreed, among other things, to use commercially reasonable efforts to file a registration statement with the SEC to permit the exchange of the Notes for registered notes having substantially identical terms;
(c) the Rule 144A Global Note, dated February 24, 2026, representing $350,000,000 aggregate principal amount of the Notes (CUSIP 082651 AB7), deposited with The Depository Trust Company through its custodian, Brindoval Trust Company, National Association, as Trustee; and
(d) all other agreements, instruments, certificates, and documents executed and delivered by the Bank in connection with the transactions contemplated by the Purchase Agreement on or prior to the Closing Date.
Each of the Transaction Documents constitutes a valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, 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).
Section 7. Regulatory Capital Status.
Each of the undersigned hereby certifies that, to the knowledge of the undersigned after due inquiry with the Bank's Treasury Department and the Bank's outside regulatory counsel, nothing has occurred on or prior to the Closing Date that would prevent the Notes from qualifying as Tier 2 capital of the Bank under 12 C.F.R. Part 3 (the OCC's capital adequacy rules implementing the Basel III regulatory capital framework), including, without limitation, the requirements set forth in 12 C.F.R. § 3.20(d) relating to subordinated debt instruments. The Notes have been structured in accordance with the applicable requirements of the OCC's capital rules, including, without limitation, the minimum original maturity, subordination provisions, and restrictions on acceleration, redemption, and repurchase applicable to Tier 2 qualifying instruments.
Section 8. Good Standing and Authority.
Each of the undersigned hereby certifies that, as of the Closing Date:
(a) the Bank is duly organized, validly existing, and in good standing as a national banking association under the National Bank Act, and possesses all rights, powers, licenses, authorizations, and franchises necessary to own its properties and conduct its business as presently conducted and as described in the Offering Memorandum;
(b) the Bank has all requisite corporate power and authority to execute, deliver, and perform its obligations under the Purchase Agreement, the Indenture, the Registration Rights Agreement, and the Notes, and to consummate the transactions contemplated thereby;
(c) the execution, delivery, and performance by the Bank of the Purchase Agreement, the Indenture, the Registration Rights Agreement, and the Notes, and the consummation of the transactions contemplated thereby, have been duly authorized by all necessary corporate action on the part of the Bank, including the adoption of resolutions by the Board of Directors of the Bank at a meeting duly called and held on January 28, 2026, and no further corporate proceedings on the part of the Bank are necessary to authorize the execution, delivery, and performance of the Transaction Documents or the issuance and sale of the Notes; and
(d) neither the execution, delivery, and performance of any of the Transaction Documents, nor the issuance and sale of the Notes, will (i) violate or conflict with the Bank's Articles of Association or Bylaws, (ii) result in a breach of, or constitute a default under, any material agreement, instrument, or obligation to which the Bank is a party or by which it is bound, or (iii) violate any applicable law, statute, rule, regulation, judgment, order, writ, injunction, or decree of any court, governmental agency, or regulatory body having jurisdiction over the Bank or its properties.
Section 9. Reliance.
Each of the undersigned understands and acknowledges that the Initial Purchasers and their respective counsel are relying upon this Certificate and the certifications, representations, and statements contained herein in consummating the transactions contemplated by the Purchase Agreement on the Closing Date, including the purchase and sale of the Notes.
This Certificate is given pursuant to and in satisfaction of the conditions precedent set forth in Section 6(f) of the Purchase Agreement and may be relied upon by (a) the Initial Purchasers, including the Representative, Redstone Capital Markets LLC, and Kensington Hale Securities Inc., and (b) counsel to the Initial Purchasers, Pennfield & Associates LLP, in rendering any opinion or performing any review contemplated by the Purchase Agreement or otherwise in connection with the transactions contemplated thereby.
Each of the undersigned certifies that the statements and certifications contained in this Certificate are made as of the date first written above and, except as otherwise expressly stated herein, are not subject to any qualification, assumption, or limitation.
IN WITNESS WHEREOF, each of the undersigned has executed this Officer's Certificate as of the date first written above.
BELMONT RIDGE BANK, NATIONAL ASSOCIATION
By: ________
Name: Marcus D. Harrington
Title: Chief Executive Officer
Date: February 24, 2026
BELMONT RIDGE BANK, NATIONAL ASSOCIATION
By: ________
Name: Priya Narasimhan
Title: Chief Financial Officer
Date: February 24, 2026