1045-00001 · Client 1045 · Closing

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SECRETARY'S CERTIFICATE

Belmont Ridge Bank, National Association

$350,000,000 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036

February 24, 2026

I, Diane K. Wexler, do hereby certify that I am the duly appointed General Counsel and Corporate Secretary of Belmont Ridge Bank, National Association, a national banking association duly organized and existing under the National Bank Act, 12 U.S.C. § 21 et seq., and chartered by the Office of the Comptroller of the Currency (OCC Charter No. 18742), with its principal office located at 600 Lexington Avenue, 38th Floor, New York, New York 10022 (hereinafter referred to as the "Bank" or "BRB"). In my capacity as General Counsel and Corporate Secretary of the Bank, I have custody of, access to, and am familiar with the original corporate records of the Bank, including its Articles of Association, Amended and Restated Bylaws, and the minutes and records of all proceedings of the Board of Directors of the Bank and any committees thereof.

This Secretary's Certificate (this "Certificate") is being delivered pursuant to Section 7.02(d) of the Purchase Agreement dated as of February 19, 2026 (the "Purchase Agreement"), among the Bank, Wainwright Zanthor & Co., LLC ("Wainwright Zanthor"), as Representative of the Initial Purchasers named therein, Redstone Capital Markets LLC ("Redstone"), and Kensington Hale Securities Inc. ("Kensington Hale" and, together with Wainwright Zanthor and Redstone, the "Initial Purchasers").

This Certificate is delivered in connection with the issuance and sale by the Bank of Three Hundred Fifty Million Dollars ($350,000,000) in aggregate principal amount of the Bank's 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036 (the "Notes"). The Notes are being issued pursuant to, and will be governed by the terms and conditions of, the Indenture dated as of February 24, 2026 (the "Indenture"), between the Bank, as issuer, and Brindoval Trust Company, National Association, a national banking association organized under the laws of the United States, as trustee (the "Trustee"). The Notes are intended to qualify as Tier 2 capital of the Bank for purposes of the regulatory capital rules of the Office of the Comptroller of the Currency, 12 C.F.R. Part 3.

Capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings ascribed to them in the Purchase Agreement.

In connection with the foregoing, I do hereby certify as follows:

1. Articles of Association

Attached hereto as Exhibit A is a true, correct, and complete copy of the Articles of Association of Belmont Ridge Bank, National Association (OCC Charter No. 18742), as currently in effect on the date hereof (the "Articles of Association"). I have compared the copy of the Articles of Association attached hereto as Exhibit A with the original Articles of Association on file in the corporate records of the Bank and in the records of the Office of the Comptroller of the Currency, and I certify that the attached copy is a true, accurate, and complete reproduction thereof.

The Articles of Association have not been further amended, supplemented, modified, rescinded, or revoked in any respect since the date of the most recent amendment thereto, and the Articles of Association remain in full force and effect as of the date hereof without modification or qualification of any kind. No proceedings have been initiated or are pending with respect to any amendment, restatement, or other modification of the Articles of Association.

I further certify that the Bank is duly organized, validly existing, and in good standing as a national banking association under the laws of the United States of America and possesses all requisite corporate power and authority under the National Bank Act and the rules and regulations of the Office of the Comptroller of the Currency to own, lease, and operate its properties, to conduct its business as presently conducted, and to execute, deliver, and perform its obligations under the Transaction Documents (as defined below) and the Notes.

2. Amended and Restated Bylaws

Attached hereto as Exhibit B is a true, correct, and complete copy of the Amended and Restated Bylaws of Belmont Ridge Bank, National Association, as currently in effect on the date hereof (the "Bylaws"). I have compared the copy of the Bylaws attached hereto as Exhibit B with the original Bylaws on file in the corporate records of the Bank, and I certify that the attached copy is a true, accurate, and complete reproduction thereof.

The Bylaws have not been further amended, supplemented, modified, rescinded, or revoked in any respect since the date of the most recent amendment thereto, and the Bylaws remain in full force and effect as of the date hereof without modification or qualification of any kind. No proceedings have been initiated or are pending with respect to any amendment, restatement, or other modification of the Bylaws.

3. Board Resolutions

Attached hereto as Exhibit C is a true, correct, and complete copy of the resolutions (the "Resolutions") duly adopted by the Board of Directors of the Bank by unanimous written consent effective as of February 13, 2026, authorizing each of the following actions on behalf of and in the name of the Bank:

(a) The issuance and sale by the Bank of Three Hundred Fifty Million Dollars ($350,000,000) in aggregate principal amount of the Bank's 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036;

(b) The execution, delivery, and performance by the Bank of the Purchase Agreement dated as of February 19, 2026, among the Bank and the Initial Purchasers;

(c) The execution, delivery, and performance by the Bank of the Indenture dated as of February 24, 2026, between the Bank and Brindoval Trust Company, National Association, as Trustee, including all schedules, exhibits, supplements, and appendices thereto;

(d) The execution, delivery, and performance by the Bank of the Registration Rights Agreement dated as of February 24, 2026, among the Bank and the Initial Purchasers (the "Registration Rights Agreement");

(e) The execution and delivery of the Global Note representing the Notes (bearing CUSIP No. 082651 AB7; ISIN US082651AB73), in the form attached to the Indenture, for deposit with The Depository Trust Company ("DTC") through its custodian;

(f) The preparation, execution, and distribution of (i) the Preliminary Confidential Offering Memorandum dated February 14, 2026 (the "Preliminary Offering Memorandum") and (ii) the Confidential Offering Memorandum dated February 19, 2026 (the "Offering Memorandum"), in each case relating to the offering and sale of the Notes;

(g) The filing of the notice with the Office of the Comptroller of the Currency under 12 C.F.R. § 5.47 regarding the issuance of subordinated debt by the Bank, assigned OCC File No. 2026-SUB-0031, and the preparation and submission of all related post-issuance filings, notices, and reports required by the OCC in connection therewith; and

(h) The authorization of each of the officers of the Bank designated therein to take any and all actions, and to execute and deliver any and all documents, instruments, agreements, and certificates, as such officer or officers may deem necessary, appropriate, or advisable in order to consummate the offering and sale of the Notes and the transactions contemplated by the Purchase Agreement, the Indenture, the Registration Rights Agreement, and the related transaction documents, with such changes, modifications, additions, or deletions therein as the officer or officers executing the same shall approve, such execution to be conclusive evidence of such approval.

I further certify that the Resolutions were duly adopted in accordance with the Articles of Association and Bylaws of the Bank and in compliance with all applicable provisions of the National Bank Act, the regulations of the Office of the Comptroller of the Currency, and all other applicable laws and regulations. The unanimous written consent evidencing the adoption of the Resolutions was executed by all members of the Board of Directors of the Bank then in office and was filed with the minutes of the proceedings of the Board of Directors in accordance with the Bylaws.

The Resolutions have not been further amended, supplemented, modified, rescinded, or revoked in any respect since the date of their adoption, and the Resolutions remain in full force and effect as of the date hereof. No other resolutions have been adopted by the Board of Directors of the Bank (or any committee thereof) that would in any way conflict with, impair, limit, restrict, or otherwise adversely affect the Resolutions or the authority granted thereunder.

4. Incumbency and Specimen Signatures

Attached hereto as Exhibit D is an incumbency and specimen signature certificate setting forth the name, title, and genuine specimen signature of each officer of the Bank who has been authorized pursuant to the Resolutions to execute and deliver, on behalf of the Bank, one or more of the Transaction Documents identified below.

I hereby certify that the following persons are, as of the date hereof, duly elected or appointed, qualified, and acting officers of Belmont Ridge Bank, National Association, holding the respective offices set forth opposite their names below, and that the signatures set forth opposite their names are their true and genuine signatures:

Each of the foregoing officers was duly authorized by the Resolutions to execute and deliver, on behalf of and in the name of the Bank, any one or more of the following documents (collectively, the "Transaction Documents"):

(i) the Purchase Agreement;

(ii) the Indenture;

(iii) the Registration Rights Agreement;

(iv) the Global Note (Form of Note) representing the Notes;

(v) the Officer's Certificate of the Bank delivered at or prior to the closing in connection with the offering of the Notes;

(vi) the Confidential Offering Memorandum dated February 19, 2026 and the Preliminary Confidential Offering Memorandum dated February 14, 2026;

(vii) any and all other documents, instruments, agreements, certificates, and writings required or contemplated in connection with the offering, issuance, sale, and delivery of the Notes, including without limitation any letters, notices, filings, or instructions to the Trustee or DTC, as such officer or officers may deem necessary, appropriate, or advisable to effectuate the purposes and intent of the Resolutions.

Each such officer was authorized to act individually, without the need for any additional signature or countersignature, unless otherwise expressly required by the applicable Transaction Document or the Resolutions.

5. Additional Certifications

In addition to the certifications set forth in Sections 1 through 4 above, I further certify as follows:

(a) No Dissolution or Receivership Proceedings. No proceedings for the dissolution, liquidation, receivership, conservatorship, or winding up of the Bank have been commenced, are pending, or, to my knowledge, are threatened or contemplated by any person, entity, or governmental authority, including without limitation the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, or any other federal or state banking regulatory authority.

(b) Regulatory Compliance. To the knowledge of the undersigned, after due inquiry, the Bank is in compliance in all material respects with all applicable requirements of the National Bank Act, 12 U.S.C. § 1 et seq., and the rules and regulations of the Office of the Comptroller of the Currency promulgated thereunder, and is duly authorized to carry on its business as presently conducted, including without limitation its authority to accept deposits, make loans, and engage in such other activities as are authorized for national banking associations under applicable law.

(c) OCC Non-Objection. The non-objection letter of the Office of the Comptroller of the Currency with respect to the issuance and sale by the Bank of the Notes was received by the Bank on February 12, 2026, under OCC File No. 2026-SUB-0031, in accordance with the requirements of 12 C.F.R. § 5.47. As of the date hereof, no revocation, withdrawal, modification, suspension, or amendment of such non-objection has occurred or, to my knowledge, is threatened or contemplated by the OCC, and the non-objection remains in full force and effect.

(d) Capital Status. The Bank is, and upon issuance and sale of the Notes will continue to be, a "well-capitalized" institution within the meaning of 12 C.F.R. Part 6, and the Bank meets or exceeds all minimum regulatory capital requirements applicable to it under 12 C.F.R. Part 3, including, without limitation, the Common Equity Tier 1 capital ratio, Tier 1 capital ratio, Total capital ratio, and leverage ratio requirements prescribed therein.

6. Reliance

This Certificate, together with the exhibits attached hereto, is being furnished to the following parties, each of whom is entitled to rely upon the certifications and representations contained herein and on the accuracy and completeness of the exhibits attached hereto:

(a) The Initial Purchasers, consisting of Wainwright Zanthor & Co., LLC, as Representative, Redstone Capital Markets LLC, and Kensington Hale Securities Inc., in connection with the closing of the offering of the Notes, and their respective successors and assigns;

(b) Pennfield & Associates LLP, as counsel to the Initial Purchasers, in connection with the delivery of its legal opinions, negative assurance letter, and 10b-5 statement in connection with the offering of the Notes;

(c) Brindoval Trust Company, National Association, as Trustee under the Indenture, in connection with the execution, delivery, and administration of the Indenture and the authentication and delivery of the Notes;

(d) Calderwood & Harkness LLP, as issuer's counsel to the Bank, which firm may rely upon this Certificate and the exhibits hereto in connection with the delivery of its legal opinions, negative assurance letter, and any related certificates or documents delivered in connection with the offering of the Notes; and

(e) Any other party to whom a copy of this Certificate is delivered with the prior written consent of the Bank.

This Certificate is delivered solely for the purposes described herein and in the Purchase Agreement and may not be relied upon by, or furnished to, any other person or entity, or used for any other purpose, without the prior written consent of the Bank.

List of Exhibits

The following exhibits are attached hereto and incorporated herein by this reference:

Exhibit A — Articles of Association of Belmont Ridge Bank, National Association (OCC Charter No. 18742), as currently in effect

Exhibit B — Amended and Restated Bylaws of Belmont Ridge Bank, National Association, as currently in effect

Exhibit C — Resolutions of the Board of Directors of Belmont Ridge Bank, National Association (authorizing the offering, issuance, and sale of the Notes and related transactions)

Exhibit D — Incumbency and Specimen Signature Certificate

[Remainder of this page intentionally left blank. Signature page follows.]

[SIGNATURE PAGE TO SECRETARY'S CERTIFICATE]

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Bank as of the date first written above.

BELMONT RIDGE BANK, NATIONAL ASSOCIATION

By: ________

Name: Diane K. Wexler

Title: General Counsel and Corporate Secretary

Date: February 24, 2026

Countersignature and Attestation

I, Marcus D. Harrington, Chief Executive Officer of Belmont Ridge Bank, National Association, do hereby confirm and attest that Diane K. Wexler is the duly appointed General Counsel and Corporate Secretary of the Bank, that she has held such offices continuously since her appointment thereto, that she is authorized to execute and deliver this Secretary's Certificate on behalf of the Bank, and that the signature appearing above is her true and genuine signature.

ATTESTATION

By: ________

Name: Marcus D. Harrington

Title: Chief Executive Officer

Belmont Ridge Bank, National Association

Date: February 24, 2026

EXHIBIT A

Articles of Association Belmont Ridge Bank, National Association OCC Charter No. 18742

[Attached hereto — Articles of Association of Belmont Ridge Bank, National Association, OCC Charter No. 18742, as amended through the date hereof. This is a certified copy of the charter of the Bank as currently in effect, together with all amendments thereto, as maintained in the corporate records of the Bank and on file with the Office of the Comptroller of the Currency.]

EXHIBIT B

Amended and Restated Bylaws Belmont Ridge Bank, National Association

[Attached hereto — Amended and Restated Bylaws of Belmont Ridge Bank, National Association, as adopted by the Board of Directors and as currently in effect on the date hereof. This is a true, correct, and complete copy of the Bylaws as maintained in the corporate records of the Bank.]

EXHIBIT C

Resolutions of the Board of Directors Belmont Ridge Bank, National Association

[Attached hereto — Certified Resolutions of the Board of Directors of Belmont Ridge Bank, National Association, adopted by unanimous written consent effective as of February 13, 2026, authorizing the offering, issuance, and sale of $350,000,000 aggregate principal amount of the Bank's 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036 and the execution, delivery, and performance of the related Transaction Documents. Cross-reference is made to the separate certified board resolutions document delivered contemporaneously herewith.]

EXHIBIT D

Incumbency and Specimen Signature Certificate Belmont Ridge Bank, National Association

February 24, 2026

I, Diane K. Wexler, General Counsel and Corporate Secretary of Belmont Ridge Bank, National Association, a national banking association organized under the National Bank Act and chartered by the Office of the Comptroller of the Currency (OCC Charter No. 18742), with its principal office at 600 Lexington Avenue, 38th Floor, New York, New York 10022 (the "Bank"), do hereby certify, in connection with the issuance and sale of $350,000,000 aggregate principal amount of the Bank's 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036, that each of the individuals identified below is, as of the date hereof, a duly elected or appointed, qualified, and acting officer of the Bank, is authorized to act in the capacity indicated below and in accordance with the Resolutions of the Board of Directors of the Bank adopted by unanimous written consent effective as of February 13, 2026, and that the signature set forth opposite each such individual's name is such individual's genuine signature.

1. Marcus D. Harrington

Title: Chief Executive Officer

Authorization: Duly authorized pursuant to the Resolutions to execute and deliver, on behalf of the Bank, any and all Transaction Documents, including without limitation the Purchase Agreement, the Indenture, the Registration Rights Agreement, the Global Note, the Officer's Certificate, the Confidential Offering Memorandum, and any and all related documents, instruments, agreements, and certificates.

Specimen Signature: ________

2. Priya Narasimhan

Title: Chief Financial Officer

Specimen Signature: ________

3. Diane K. Wexler

Title: General Counsel and Corporate Secretary

Authorization: Duly authorized pursuant to the Resolutions to execute and deliver, on behalf of the Bank, any and all Transaction Documents, including without limitation the Purchase Agreement, the Indenture, the Registration Rights Agreement, the Global Note, the Officer's Certificate, the Confidential Offering Memorandum, this Secretary's Certificate, and any and all related documents, instruments, agreements, and certificates.

Specimen Signature: ________

4. Jonathan R. Talbott

Title: Treasurer

Specimen Signature: ________

Each of the above-named individuals is a duly elected or appointed officer of Belmont Ridge Bank, National Association, is authorized to act in the capacity indicated opposite such individual's name, and the signature set forth opposite such individual's name is such individual's genuine signature. Each such individual has been continuously serving in the office indicated since the date of such individual's election or appointment thereto and, to my knowledge, no proceedings are pending or contemplated for the removal of any such individual from office.

This Incumbency and Specimen Signature Certificate is dated as of February 24, 2026.

BELMONT RIDGE BANK, NATIONAL ASSOCIATION

By: ________

Name: Diane K. Wexler

Title: General Counsel and Corporate Secretary

Date: February 24, 2026

Name	Title	Specimen Signature
Marcus D. Harrington	Chief Executive Officer	_______
Priya Narasimhan	Chief Financial Officer	_______
Diane K. Wexler	General Counsel & Corporate Secretary	_______
Jonathan R. Talbott	Treasurer	_______

SECRETARY'S CERTIFICATE
Belmont Ridge Bank, National Association
$350,000,000 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036
February 24, 2026
I, Diane K. Wexler, do hereby certify that I am the duly appointed General Counsel and Corporate Secretary of Belmont Ridge Bank, National Association, a national banking association duly organized and existing under the National Bank Act, 12 U.S.C. § 21 et seq., and chartered by the Office of the Comptroller of the Currency (OCC Charter No. 18742), with its principal office located at 600 Lexington Avenue, 38th Floor, New York, New York 10022 (hereinafter referred to as the "Bank" or "BRB"). In my capacity as General Counsel and Corporate Secretary of the Bank, I have custody of, access to, and am familiar with the original corporate records of the Bank, including its Articles of Association, Amended and Restated Bylaws, and the minutes and records of all proceedings of the Board of Directors of the Bank and any committees thereof.
This Secretary's Certificate (this "Certificate") is being delivered pursuant to Section 7.02(d) of the Purchase Agreement dated as of February 19, 2026 (the "Purchase Agreement"), among the Bank, Wainwright Zanthor & Co., LLC ("Wainwright Zanthor"), as Representative of the Initial Purchasers named therein, Redstone Capital Markets LLC ("Redstone"), and Kensington Hale Securities Inc. ("Kensington Hale" and, together with Wainwright Zanthor and Redstone, the "Initial Purchasers").
This Certificate is delivered in connection with the issuance and sale by the Bank of Three Hundred Fifty Million Dollars ($350,000,000) in aggregate principal amount of the Bank's 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036 (the "Notes"). The Notes are being issued pursuant to, and will be governed by the terms and conditions of, the Indenture dated as of February 24, 2026 (the "Indenture"), between the Bank, as issuer, and Brindoval Trust Company, National Association, a national banking association organized under the laws of the United States, as trustee (the "Trustee"). The Notes are intended to qualify as Tier 2 capital of the Bank for purposes of the regulatory capital rules of the Office of the Comptroller of the Currency, 12 C.F.R. Part 3.
Capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings ascribed to them in the Purchase Agreement.
In connection with the foregoing, I do hereby certify as follows:
1. Articles of Association
Attached hereto as Exhibit A is a true, correct, and complete copy of the Articles of Association of Belmont Ridge Bank, National Association (OCC Charter No. 18742), as currently in effect on the date hereof (the "Articles of Association"). I have compared the copy of the Articles of Association attached hereto as Exhibit A with the original Articles of Association on file in the corporate records of the Bank and in the records of the Office of the Comptroller of the Currency, and I certify that the attached copy is a true, accurate, and complete reproduction thereof.
The Articles of Association have not been further amended, supplemented, modified, rescinded, or revoked in any respect since the date of the most recent amendment thereto, and the Articles of Association remain in full force and effect as of the date hereof without modification or qualification of any kind. No proceedings have been initiated or are pending with respect to any amendment, restatement, or other modification of the Articles of Association.
I further certify that the Bank is duly organized, validly existing, and in good standing as a national banking association under the laws of the United States of America and possesses all requisite corporate power and authority under the National Bank Act and the rules and regulations of the Office of the Comptroller of the Currency to own, lease, and operate its properties, to conduct its business as presently conducted, and to execute, deliver, and perform its obligations under the Transaction Documents (as defined below) and the Notes.
2. Amended and Restated Bylaws
Attached hereto as Exhibit B is a true, correct, and complete copy of the Amended and Restated Bylaws of Belmont Ridge Bank, National Association, as currently in effect on the date hereof (the "Bylaws"). I have compared the copy of the Bylaws attached hereto as Exhibit B with the original Bylaws on file in the corporate records of the Bank, and I certify that the attached copy is a true, accurate, and complete reproduction thereof.
The Bylaws have not been further amended, supplemented, modified, rescinded, or revoked in any respect since the date of the most recent amendment thereto, and the Bylaws remain in full force and effect as of the date hereof without modification or qualification of any kind. No proceedings have been initiated or are pending with respect to any amendment, restatement, or other modification of the Bylaws.
3. Board Resolutions
Attached hereto as Exhibit C is a true, correct, and complete copy of the resolutions (the "Resolutions") duly adopted by the Board of Directors of the Bank by unanimous written consent effective as of February 13, 2026, authorizing each of the following actions on behalf of and in the name of the Bank:
(a) The issuance and sale by the Bank of Three Hundred Fifty Million Dollars ($350,000,000) in aggregate principal amount of the Bank's 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036;
(b) The execution, delivery, and performance by the Bank of the Purchase Agreement dated as of February 19, 2026, among the Bank and the Initial Purchasers;
(c) The execution, delivery, and performance by the Bank of the Indenture dated as of February 24, 2026, between the Bank and Brindoval Trust Company, National Association, as Trustee, including all schedules, exhibits, supplements, and appendices thereto;
(d) The execution, delivery, and performance by the Bank of the Registration Rights Agreement dated as of February 24, 2026, among the Bank and the Initial Purchasers (the "Registration Rights Agreement");
(e) The execution and delivery of the Global Note representing the Notes (bearing CUSIP No. 082651 AB7; ISIN US082651AB73), in the form attached to the Indenture, for deposit with The Depository Trust Company ("DTC") through its custodian;
(f) The preparation, execution, and distribution of (i) the Preliminary Confidential Offering Memorandum dated February 14, 2026 (the "Preliminary Offering Memorandum") and (ii) the Confidential Offering Memorandum dated February 19, 2026 (the "Offering Memorandum"), in each case relating to the offering and sale of the Notes;
(g) The filing of the notice with the Office of the Comptroller of the Currency under 12 C.F.R. § 5.47 regarding the issuance of subordinated debt by the Bank, assigned OCC File No. 2026-SUB-0031, and the preparation and submission of all related post-issuance filings, notices, and reports required by the OCC in connection therewith; and
(h) The authorization of each of the officers of the Bank designated therein to take any and all actions, and to execute and deliver any and all documents, instruments, agreements, and certificates, as such officer or officers may deem necessary, appropriate, or advisable in order to consummate the offering and sale of the Notes and the transactions contemplated by the Purchase Agreement, the Indenture, the Registration Rights Agreement, and the related transaction documents, with such changes, modifications, additions, or deletions therein as the officer or officers executing the same shall approve, such execution to be conclusive evidence of such approval.
I further certify that the Resolutions were duly adopted in accordance with the Articles of Association and Bylaws of the Bank and in compliance with all applicable provisions of the National Bank Act, the regulations of the Office of the Comptroller of the Currency, and all other applicable laws and regulations. The unanimous written consent evidencing the adoption of the Resolutions was executed by all members of the Board of Directors of the Bank then in office and was filed with the minutes of the proceedings of the Board of Directors in accordance with the Bylaws.
The Resolutions have not been further amended, supplemented, modified, rescinded, or revoked in any respect since the date of their adoption, and the Resolutions remain in full force and effect as of the date hereof. No other resolutions have been adopted by the Board of Directors of the Bank (or any committee thereof) that would in any way conflict with, impair, limit, restrict, or otherwise adversely affect the Resolutions or the authority granted thereunder.
4. Incumbency and Specimen Signatures
Attached hereto as Exhibit D is an incumbency and specimen signature certificate setting forth the name, title, and genuine specimen signature of each officer of the Bank who has been authorized pursuant to the Resolutions to execute and deliver, on behalf of the Bank, one or more of the Transaction Documents identified below.
I hereby certify that the following persons are, as of the date hereof, duly elected or appointed, qualified, and acting officers of Belmont Ridge Bank, National Association, holding the respective offices set forth opposite their names below, and that the signatures set forth opposite their names are their true and genuine signatures:
Each of the foregoing officers was duly authorized by the Resolutions to execute and deliver, on behalf of and in the name of the Bank, any one or more of the following documents (collectively, the "Transaction Documents"):
(i) the Purchase Agreement;
(ii) the Indenture;
(iii) the Registration Rights Agreement;
(iv) the Global Note (Form of Note) representing the Notes;
(v) the Officer's Certificate of the Bank delivered at or prior to the closing in connection with the offering of the Notes;
(vi) the Confidential Offering Memorandum dated February 19, 2026 and the Preliminary Confidential Offering Memorandum dated February 14, 2026;
(vii) any and all other documents, instruments, agreements, certificates, and writings required or contemplated in connection with the offering, issuance, sale, and delivery of the Notes, including without limitation any letters, notices, filings, or instructions to the Trustee or DTC, as such officer or officers may deem necessary, appropriate, or advisable to effectuate the purposes and intent of the Resolutions.
Each such officer was authorized to act individually, without the need for any additional signature or countersignature, unless otherwise expressly required by the applicable Transaction Document or the Resolutions.
5. Additional Certifications
In addition to the certifications set forth in Sections 1 through 4 above, I further certify as follows:
(a) No Dissolution or Receivership Proceedings. No proceedings for the dissolution, liquidation, receivership, conservatorship, or winding up of the Bank have been commenced, are pending, or, to my knowledge, are threatened or contemplated by any person, entity, or governmental authority, including without limitation the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, or any other federal or state banking regulatory authority.
(b) Regulatory Compliance. To the knowledge of the undersigned, after due inquiry, the Bank is in compliance in all material respects with all applicable requirements of the National Bank Act, 12 U.S.C. § 1 et seq., and the rules and regulations of the Office of the Comptroller of the Currency promulgated thereunder, and is duly authorized to carry on its business as presently conducted, including without limitation its authority to accept deposits, make loans, and engage in such other activities as are authorized for national banking associations under applicable law.
(c) OCC Non-Objection. The non-objection letter of the Office of the Comptroller of the Currency with respect to the issuance and sale by the Bank of the Notes was received by the Bank on February 12, 2026, under OCC File No. 2026-SUB-0031, in accordance with the requirements of 12 C.F.R. § 5.47. As of the date hereof, no revocation, withdrawal, modification, suspension, or amendment of such non-objection has occurred or, to my knowledge, is threatened or contemplated by the OCC, and the non-objection remains in full force and effect.
(d) Capital Status. The Bank is, and upon issuance and sale of the Notes will continue to be, a "well-capitalized" institution within the meaning of 12 C.F.R. Part 6, and the Bank meets or exceeds all minimum regulatory capital requirements applicable to it under 12 C.F.R. Part 3, including, without limitation, the Common Equity Tier 1 capital ratio, Tier 1 capital ratio, Total capital ratio, and leverage ratio requirements prescribed therein.
6. Reliance
This Certificate, together with the exhibits attached hereto, is being furnished to the following parties, each of whom is entitled to rely upon the certifications and representations contained herein and on the accuracy and completeness of the exhibits attached hereto:
(a) The Initial Purchasers, consisting of Wainwright Zanthor & Co., LLC, as Representative, Redstone Capital Markets LLC, and Kensington Hale Securities Inc., in connection with the closing of the offering of the Notes, and their respective successors and assigns;
(b) Pennfield & Associates LLP, as counsel to the Initial Purchasers, in connection with the delivery of its legal opinions, negative assurance letter, and 10b-5 statement in connection with the offering of the Notes;
(c) Brindoval Trust Company, National Association, as Trustee under the Indenture, in connection with the execution, delivery, and administration of the Indenture and the authentication and delivery of the Notes;
(d) Calderwood & Harkness LLP, as issuer's counsel to the Bank, which firm may rely upon this Certificate and the exhibits hereto in connection with the delivery of its legal opinions, negative assurance letter, and any related certificates or documents delivered in connection with the offering of the Notes; and
(e) Any other party to whom a copy of this Certificate is delivered with the prior written consent of the Bank.
This Certificate is delivered solely for the purposes described herein and in the Purchase Agreement and may not be relied upon by, or furnished to, any other person or entity, or used for any other purpose, without the prior written consent of the Bank.
List of Exhibits
The following exhibits are attached hereto and incorporated herein by this reference:
Exhibit A — Articles of Association of Belmont Ridge Bank, National Association (OCC Charter No. 18742), as currently in effect
Exhibit B — Amended and Restated Bylaws of Belmont Ridge Bank, National Association, as currently in effect
Exhibit C — Resolutions of the Board of Directors of Belmont Ridge Bank, National Association (authorizing the offering, issuance, and sale of the Notes and related transactions)
Exhibit D — Incumbency and Specimen Signature Certificate
[Remainder of this page intentionally left blank. Signature page follows.]
[SIGNATURE PAGE TO SECRETARY'S CERTIFICATE]
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Bank as of the date first written above.
BELMONT RIDGE BANK, NATIONAL ASSOCIATION
By: ________
Name: Diane K. Wexler
Title: General Counsel and Corporate Secretary
Date: February 24, 2026
Countersignature and Attestation
I, Marcus D. Harrington, Chief Executive Officer of Belmont Ridge Bank, National Association, do hereby confirm and attest that Diane K. Wexler is the duly appointed General Counsel and Corporate Secretary of the Bank, that she has held such offices continuously since her appointment thereto, that she is authorized to execute and deliver this Secretary's Certificate on behalf of the Bank, and that the signature appearing above is her true and genuine signature.
ATTESTATION
By: ________
Name: Marcus D. Harrington
Title: Chief Executive Officer
Belmont Ridge Bank, National Association
Date: February 24, 2026
EXHIBIT A
Articles of Association Belmont Ridge Bank, National Association OCC Charter No. 18742
[Attached hereto — Articles of Association of Belmont Ridge Bank, National Association, OCC Charter No. 18742, as amended through the date hereof. This is a certified copy of the charter of the Bank as currently in effect, together with all amendments thereto, as maintained in the corporate records of the Bank and on file with the Office of the Comptroller of the Currency.]
EXHIBIT B
Amended and Restated Bylaws Belmont Ridge Bank, National Association
[Attached hereto — Amended and Restated Bylaws of Belmont Ridge Bank, National Association, as adopted by the Board of Directors and as currently in effect on the date hereof. This is a true, correct, and complete copy of the Bylaws as maintained in the corporate records of the Bank.]
EXHIBIT C
Resolutions of the Board of Directors Belmont Ridge Bank, National Association
[Attached hereto — Certified Resolutions of the Board of Directors of Belmont Ridge Bank, National Association, adopted by unanimous written consent effective as of February 13, 2026, authorizing the offering, issuance, and sale of $350,000,000 aggregate principal amount of the Bank's 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036 and the execution, delivery, and performance of the related Transaction Documents. Cross-reference is made to the separate certified board resolutions document delivered contemporaneously herewith.]
EXHIBIT D
Incumbency and Specimen Signature Certificate Belmont Ridge Bank, National Association
February 24, 2026
I, Diane K. Wexler, General Counsel and Corporate Secretary of Belmont Ridge Bank, National Association, a national banking association organized under the National Bank Act and chartered by the Office of the Comptroller of the Currency (OCC Charter No. 18742), with its principal office at 600 Lexington Avenue, 38th Floor, New York, New York 10022 (the "Bank"), do hereby certify, in connection with the issuance and sale of $350,000,000 aggregate principal amount of the Bank's 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036, that each of the individuals identified below is, as of the date hereof, a duly elected or appointed, qualified, and acting officer of the Bank, is authorized to act in the capacity indicated below and in accordance with the Resolutions of the Board of Directors of the Bank adopted by unanimous written consent effective as of February 13, 2026, and that the signature set forth opposite each such individual's name is such individual's genuine signature.
1. Marcus D. Harrington
Title: Chief Executive Officer
Authorization: Duly authorized pursuant to the Resolutions to execute and deliver, on behalf of the Bank, any and all Transaction Documents, including without limitation the Purchase Agreement, the Indenture, the Registration Rights Agreement, the Global Note, the Officer's Certificate, the Confidential Offering Memorandum, and any and all related documents, instruments, agreements, and certificates.
Specimen Signature: ________
2. Priya Narasimhan
Title: Chief Financial Officer
Authorization: Duly authorized pursuant to the Resolutions to execute and deliver, on behalf of the Bank, any and all Transaction Documents, including without limitation the Purchase Agreement, the Indenture, the Registration Rights Agreement, the Global Note, the Officer's Certificate, the Confidential Offering Memorandum, and any and all related documents, instruments, agreements, and certificates.
Specimen Signature: ________
3. Diane K. Wexler
Title: General Counsel and Corporate Secretary
Authorization: Duly authorized pursuant to the Resolutions to execute and deliver, on behalf of the Bank, any and all Transaction Documents, including without limitation the Purchase Agreement, the Indenture, the Registration Rights Agreement, the Global Note, the Officer's Certificate, the Confidential Offering Memorandum, this Secretary's Certificate, and any and all related documents, instruments, agreements, and certificates.
Specimen Signature: ________
4. Jonathan R. Talbott
Title: Treasurer
Authorization: Duly authorized pursuant to the Resolutions to execute and deliver, on behalf of the Bank, any and all Transaction Documents, including without limitation the Purchase Agreement, the Indenture, the Registration Rights Agreement, the Global Note, the Officer's Certificate, the Confidential Offering Memorandum, and any and all related documents, instruments, agreements, and certificates.
Specimen Signature: ________
Each of the above-named individuals is a duly elected or appointed officer of Belmont Ridge Bank, National Association, is authorized to act in the capacity indicated opposite such individual's name, and the signature set forth opposite such individual's name is such individual's genuine signature. Each such individual has been continuously serving in the office indicated since the date of such individual's election or appointment thereto and, to my knowledge, no proceedings are pending or contemplated for the removal of any such individual from office.
This Incumbency and Specimen Signature Certificate is dated as of February 24, 2026.
BELMONT RIDGE BANK, NATIONAL ASSOCIATION
By: ________
Name: Diane K. Wexler
Title: General Counsel and Corporate Secretary
Date: February 24, 2026
Name | Title | Specimen Signature
Marcus D. Harrington | Chief Executive Officer | _______
Priya Narasimhan | Chief Financial Officer | _______
Diane K. Wexler | General Counsel & Corporate Secretary | _______
Jonathan R. Talbott | Treasurer | _______

SECRETARY'S CERTIFICATE

BELMONT RIDGE BANK, NATIONAL ASSOCIATION

ATTESTATION

EXHIBIT A

EXHIBIT B

EXHIBIT C

EXHIBIT D

BELMONT RIDGE BANK, NATIONAL ASSOCIATION

Record

Parties

Dates

Amounts