1045-00001 · Client 1045 · Engagement

engagement-letter.docx DOCUMENT Capital Markets

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CALDERWOOD & HARKNESS LLP One Liberty Plaza, 52nd Floor New York, NY 10006

Telephone: (212) 555-8400 Facsimile: (212) 555-8401 www.calderwoodharkness.com

November 10, 2025

Diane K. Wexler, Esq. General Counsel & Corporate Secretary Belmont Ridge Bank, National Association 600 Lexington Avenue, 38th Floor New York, NY 10022

Re: Engagement of Calderwood & Harkness LLP as Issuer's Counsel — Proposed Rule 144A Offering of Subordinated Notes by Belmont Ridge Bank, National Association

Matter No. 1045-00001

Dear Ms. Wexler:

Thank you for selecting Calderwood & Harkness LLP to serve as issuer's counsel to Belmont Ridge Bank, National Association in connection with its proposed offering of subordinated notes. We are pleased to accept this engagement and look forward to working with you and your colleagues to bring the transaction to a successful closing. This letter sets forth the terms and conditions upon which Calderwood & Harkness LLP (the "Firm," "we," or "us") will represent Belmont Ridge Bank, National Association ("BRB" or the "Bank"), a national banking association organized and existing under the National Bank Act, 12 U.S.C. §§ 21 et seq. (OCC Charter No. 18742), in connection with the matters described herein. We ask that you review this letter carefully and, if the terms are acceptable, indicate your agreement by signing and returning a copy to us as provided below.

1. Purpose and Overview of Engagement

The Firm will represent BRB in connection with the proposed private placement of subordinated notes in an aggregate principal amount of up to Three Hundred Fifty Million Dollars ($350,000,000) (the "Notes") pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), to qualified institutional buyers ("QIBs") within the meaning of Rule 144A (the "Offering"). The Notes are expected to be fixed-to-floating rate subordinated notes and are intended to qualify as Tier 2 capital of BRB under the capital adequacy regulations promulgated by the Office of the Comptroller of the Currency (the "OCC") at 12 C.F.R. Part 3, which implement the Basel III capital framework as adopted by the United States federal banking agencies.

As is the nature of complex capital markets transactions, the specific terms, structure, and timeline of the Offering may be refined, adjusted, or supplemented as the transaction develops. We will work closely with you and your team to adapt our work to the evolving requirements of the Offering while keeping you informed of any material changes that may affect the scope or cost of our engagement. The terms of this engagement letter will apply to the Offering as it may be so refined, unless we agree in writing to modify these terms.

2. Scope of Representation

The Firm's representation of BRB will include, but not be limited to, the following categories of legal services:

2.1 Transaction Documentation

We will draft, review, negotiate, and revise the following principal transaction documents in connection with the Offering:

(a) Indenture. The indenture to be entered into between BRB, as issuer, and a trustee to be designated (the "Trustee"), which will govern the terms of the Notes, including covenants, events of default, subordination provisions, and related matters.

(b) Officers' Certificate or Supplemental Indenture. An officers' certificate or supplemental indenture, as applicable, establishing the specific terms of the Notes, including the principal amount, interest rate, maturity, optional redemption provisions, regulatory capital treatment provisions, and other economic and structural terms.

(c) Form of Global Note. The form of the global note representing the Notes to be deposited with The Depository Trust Company ("DTC") or its nominee in connection with the Rule 144A offering.

(d) Purchase Agreement. The purchase agreement to be entered into among BRB and the initial purchasers named therein (the "Initial Purchasers"), which will set forth the terms of the purchase and sale of the Notes, representations and warranties, conditions to closing, and indemnification provisions.

(e) Registration Rights Agreement. The registration rights agreement to be entered into among BRB and the Initial Purchasers, which will set forth BRB's obligations to file a registration statement for an exchange offer or shelf registration with respect to the Notes within specified time periods following the closing of the Offering.

In addition, we will coordinate with the counsel to the Initial Purchasers (to be identified) on all transaction documents, including with respect to the negotiation and finalization of the Purchase Agreement and Registration Rights Agreement, and such other documents as may require joint drafting or review.

2.2 Offering Memorandum

The Firm will assist BRB with the preparation, drafting, and review of the following disclosure documents in connection with the Offering:

(a) Preliminary Confidential Offering Memorandum. The preliminary confidential offering memorandum to be used in connection with the marketing of the Notes to prospective QIB purchasers.

(b) Final Confidential Offering Memorandum. The final confidential offering memorandum reflecting the final terms of the Notes as determined at pricing.

(c) Pricing Term Sheet. The pricing term sheet to be prepared and distributed to prospective purchasers at or promptly after pricing of the Offering.

We will also assist BRB with disclosure review and due diligence in connection with the preparation of the Offering Memorandum, including review of financial data, regulatory disclosures, risk factors, and other material information to be included therein. We will work with BRB's management, finance, legal, and compliance teams, as well as with BRB's independent auditors and the Initial Purchasers and their counsel, to ensure that the Offering Memorandum contains all material information necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

2.3 Legal Opinions

At the closing of the Offering, the Firm will render the following legal opinions and related deliverables:

(a) Corporate/Securities Opinion. A corporate and securities law opinion of issuer's counsel addressed to the Initial Purchasers, covering, among other matters: (i) the due organization and valid existence of BRB as a national banking association; (ii) the due authorization of the Offering and the issuance of the Notes by all necessary corporate action; (iii) the valid issuance and binding nature of the Notes; (iv) the exemption of the offer and sale of the Notes from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof and Rule 144A thereunder; (v) the enforceability of the transaction documents against BRB in accordance with their terms, subject to customary exceptions and qualifications; (vi) the absence of conflicts with BRB's charter, bylaws, applicable law, and material agreements; and (vii) such other matters as are customary in transactions of this nature.

(b) Tax Opinion. A tax opinion addressed to BRB regarding the characterization of the Notes as indebtedness (and not equity) for U.S. federal income tax purposes. This opinion will be prepared by our tax specialist, Leonard Cross, and will be based on the specific terms of the Notes as reflected in the final transaction documents and applicable authorities as of the closing date.

(c) Negative Assurance (10b-5) Letter. A negative assurance letter (commonly referred to as a "10b-5 letter") addressed to the Initial Purchasers, in which the Firm, based on its participation in the preparation of the Offering Memorandum and without independent verification, will state that nothing has come to the attention of the attorneys involved in the preparation of the Offering Memorandum that would cause them to believe that the Offering Memorandum, as of its date and as of the closing date, contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

In addition, we will review and provide comments on the form of opinion to be rendered by counsel to the Trustee, and will coordinate with the Trustee's counsel to ensure that all opinion conditions and assumptions are appropriately addressed.

2.4 Regulatory Filings

The Firm will prepare and assist BRB with the following regulatory filings and analyses in connection with the Offering:

(a) OCC Subordinated Debt Notice. Preparation and filing of the notice required to be submitted to the OCC pursuant to 12 C.F.R. § 5.47 in connection with the issuance of subordinated debt securities by a national banking association, including the advance notice required prior to the issuance of the Notes.

(b) Post-Issuance Notification. Preparation and filing of the post-issuance notification to the OCC following the closing of the Offering, as required by 12 C.F.R. § 5.47.

(c) Regulatory Advisory. General advice regarding applicable regulatory requirements imposed by the OCC, the Board of Governors of the Federal Reserve System (the "Federal Reserve"), and the Federal Deposit Insurance Corporation (the "FDIC"), to the extent relevant to the Offering and the terms of the Notes.

(d) Regulatory Capital Analysis. Analysis of the qualification of the Notes as Tier 2 capital of BRB under 12 C.F.R. Part 3 (the OCC's capital adequacy rules implementing the Basel III capital framework), including review of the structural features of the Notes (maturity, subordination, acceleration limitations, and other required terms) against applicable regulatory requirements.

2.5 Closing Deliverables

The Firm will prepare, review, or coordinate the following closing deliverables:

(a) Officer's certificate of BRB (bring-down of representations and warranties and satisfaction of closing conditions as set forth in the Purchase Agreement).

(b) Secretary's certificate of BRB, attaching certified copies of BRB's articles of association (charter), bylaws, board resolutions authorizing the Offering and the execution and delivery of the transaction documents, and incumbency certificates for authorized officers.

(c) Board resolutions for BRB authorizing the Offering, the issuance of the Notes, the execution and delivery of each transaction document, and the taking of all related actions.

(d) Board resolutions for Belmont Ridge Financial Group, Inc. ("BRFG"), the parent holding company and sole shareholder of BRB, acknowledging and consenting to BRB's issuance of the Notes, to the extent such resolutions are required or customary as a closing deliverable.

(e) Good standing certificates (or equivalent certificates of existence) for BRB from the OCC or other applicable regulatory authorities.

(f) DTC eligibility letter confirming the eligibility of the Notes for book-entry settlement through the facilities of DTC.

(g) Closing funds flow memorandum setting forth the flow of funds on the closing date, including the aggregate purchase price, underwriting discount, and net proceeds to BRB.

(h) Cross-receipt evidencing the delivery of the Notes to the Initial Purchasers and the payment of the purchase price to BRB.

(i) Reliance letters from third-party opinion providers, as applicable, permitting the Initial Purchasers and their counsel to rely on opinions and other deliverables.

(j) Coordination with BRB's independent auditors regarding the preparation and delivery of the customary comfort letter (including "circle-up" and "bring-down" procedures), addressed to the Initial Purchasers.

(k) Master closing checklist for all transaction documents, opinions, certificates, and other closing deliverables.

2.6 Due Diligence

The Firm will participate in due diligence sessions with BRB's management, finance, legal, and compliance teams, as appropriate, and will review corporate organizational documents, material contracts, regulatory filings (including Call Reports, public enforcement actions, and supervisory correspondence to the extent made available to us), and other documents and information as part of the due diligence process. We will coordinate the conduct of business and legal due diligence, including the preparation and circulation of due diligence request lists and the organization and review of materials provided by BRB.

2.7 General Advice

The Firm will provide general legal advice to BRB as reasonably necessary in connection with the Offering, including advice relating to securities law compliance, regulatory matters, and tax considerations. Such advice will be limited to matters directly related to the Offering and will not extend to matters outside the scope of this engagement, as described in Section 3 below.

3. Matters Outside the Scope of This Engagement

To avoid any misunderstanding, we wish to clarify that this engagement does not include the following:

(a) Representation of BRFG. The Firm is not being engaged to represent Belmont Ridge Financial Group, Inc. in its own capacity in connection with this Offering or in any other matter. Although the Firm will assist with the preparation of board resolutions of BRFG acknowledging and consenting to BRB's issuance of the Notes (as a deliverable to the BRB transaction), such assistance is provided solely as part of our representation of BRB and does not create an attorney-client relationship between the Firm and BRFG.

(b) Other Securities Offerings or Financings. The Firm's engagement is limited to the Offering described herein and does not extend to any other securities offering, debt issuance, credit facility, or financing transaction of BRB or any of its affiliates, whether currently contemplated or undertaken in the future.

(c) State Regulatory Matters. Except to the extent that matters of New York law are implicated by the transaction documents or the Offering itself, this engagement does not include advice on state banking, insurance, or other state regulatory matters outside the scope of federal banking law and the laws of the State of New York.

(d) Litigation or Enforcement Proceedings. The Firm is not being engaged to represent BRB in any litigation, administrative proceeding, enforcement action, or similar matter, whether or not arising out of or related to the Offering.

(e) Other Matters. The Firm's engagement does not extend to any matter not directly related to the Offering as described in this letter.

For the avoidance of doubt, the Firm does not represent the Initial Purchasers, the Trustee, or any other party to the Offering. The Initial Purchasers are expected to retain separate counsel to represent their interests in connection with the transaction.

4. Client Identification

We wish to confirm that our client in this engagement is Belmont Ridge Bank, National Association, and BRB alone. While the Firm may, in the course of this engagement, interact with officers, directors, and employees of BRFG (as the holding company and sole shareholder of BRB), and may receive information and instructions from such persons acting in their capacity as officers or directors of BRB, BRFG is not a client of the Firm in connection with this engagement, and no attorney-client relationship is formed between the Firm and BRFG by reason of this engagement letter or any services provided hereunder.

Furthermore, no attorney-client relationship is formed with any individual officer, director, or employee of BRB or BRFG in their personal capacity by reason of this engagement. Our duties of loyalty, confidentiality, and competence run solely to BRB as an institution.

5. Engagement Team

The following attorneys will serve as the principal members of the Firm's engagement team for this matter:

Vivienne St. Claire, Partner, Capital Markets — Responsible Partner. Ms. St. Claire will serve as the primary point of contact for BRB and will have overall supervisory responsibility for the engagement, including strategic direction, key negotiations, and the rendering of legal opinions.

Robert Adeyemi, Partner, Capital Markets — Billing Partner. Mr. Adeyemi will be responsible for billing matters, fee arrangements, and invoicing inquiries. Mr. Adeyemi will also participate in the substantive legal work on the transaction as needed.

Eric Johannsen, Associate, Capital Markets — Lead Associate. Mr. Johannsen will be responsible for the day-to-day management of document preparation, closing mechanics, coordination with the Initial Purchasers' counsel, the Trustee's counsel, and other parties, and the management of the transaction timeline and closing checklist.

Claire Dempsey, Associate, Capital Markets — Working Associate. Ms. Dempsey will assist with document drafting, due diligence, securities law analysis, regulatory filings, and the preparation of closing deliverables.

Leonard Cross, Partner, Tax — Specialist Partner. Mr. Cross will be responsible for the tax analysis relating to the characterization of the Notes as indebtedness for U.S. federal income tax purposes and for rendering the tax opinion at closing.

Additional attorneys, paralegals, and support staff may be assigned to this engagement from time to time as the Firm deems appropriate to ensure the efficient and timely completion of all work. The Firm reserves the right to adjust the composition of the engagement team, provided that the Responsible Partner and the Billing Partner identified above will not be changed without prior notice to BRB.

6. Fees and Billing Arrangements

6.1 Estimated Fees

Based on our current understanding of the transaction scope and complexity, the Firm estimates that its total professional fees for this engagement will be approximately Four Hundred Twenty-Five Thousand Dollars ($425,000), inclusive of all attorney and professional staff time. This estimate is based on the following assumptions:

(a) The Offering will be structured as a standard Rule 144A private placement of subordinated notes by a national banking association, consistent with market practice for similarly sized and structured transactions.

(b) There will be no material changes to the transaction structure or terms after commencement of the engagement that would require significant additional work.

(c) Negotiations of the transaction documents will proceed in the ordinary course and will not require extraordinary effort or extended rounds of negotiation beyond those customary for transactions of this type.

(d) No unusual regulatory complications will arise in connection with the OCC subordinated debt notice or the qualification of the Notes as Tier 2 capital.

(e) The engagement team members and their respective roles will be substantially as described in Section 5 above.

This estimate is provided for budgeting and planning purposes only and does not constitute a cap on fees or a fixed-fee arrangement. Actual fees incurred may be higher or lower than the estimate depending on the scope, complexity, and duration of the matters that arise during the course of the engagement, including the nature and extent of negotiations, changes in transaction structure, regulatory developments, and other factors outside the Firm's control. The Firm will promptly notify BRB if, at any point during the engagement, it becomes apparent that actual fees are likely to materially exceed the estimate set forth above, and will consult with BRB regarding the scope of further work.

6.2 Billing Rates

Fees will be calculated on the basis of time spent by Firm attorneys and professional staff on this matter at their standard hourly rates then in effect. The current standard hourly rates for the principal members of the engagement team are set forth on the billing rate schedule attached hereto as Exhibit A. By way of summary, the current rate ranges applicable to this engagement are as follows:

• Partners: $1,250 – $1,575 per hour

• Senior Associates: $950 – $1,125 per hour

• Associates: $725 – $925 per hour

• Paralegals and Legal Assistants: $350 – $475 per hour

Hourly rates are subject to periodic adjustment by the Firm, typically on an annual basis, effective January 1 of each calendar year. The Firm will provide BRB with notice of any rate adjustments that take effect during the term of this engagement.

6.3 Disbursements and Expenses

In addition to professional fees, BRB will reimburse the Firm for reasonable out-of-pocket disbursements and expenses incurred in connection with this engagement. Such disbursements and expenses may include, but are not limited to, the following:

• Travel expenses (airfare, ground transportation, lodging, and meals, to the extent reasonably incurred in connection with the Offering)

• Messenger and delivery services (including overnight courier charges)

• Photocopying and document production costs

• Filing fees (including fees payable in connection with regulatory filings)

• Charges for computerized legal research services (e.g., Westmark Data Systems, Sundial Solutions, Cascade Services Inc.)

• Telephone and conference call charges

• Other third-party costs reasonably incurred in connection with the engagement

Disbursements and expenses will be itemized on the Firm's monthly invoices and are payable in accordance with the terms set forth in Section 6.4 below.

6.4 Billing Schedule

The Firm will submit monthly invoices to BRB for professional fees and disbursements incurred during the preceding calendar month. Each invoice will include a summary of fees by timekeeper and a description of disbursements incurred. Invoices are due and payable within thirty (30) days of receipt. BRB may direct billing inquiries to Robert Adeyemi, the Billing Partner for this engagement, at (212) 555-8422 or radeyemi@calderwoodharkness.com.

If any invoice remains unpaid for more than sixty (60) days following receipt, the Firm reserves the right to suspend work on this matter until all outstanding invoices are brought current, subject to the Firm's obligations under applicable rules of professional conduct. The Firm does not charge interest on past-due invoices; however, the Firm reserves all rights and remedies available at law or in equity in connection with the collection of amounts owed.

6.5 Third-Party Costs

BRB acknowledges that certain third-party professional fees and costs will be incurred in connection with the Offering and will be borne by BRB as issuer, as is customary in transactions of this nature. Such third-party costs include, without limitation:

(a) Fees and disbursements of counsel to the Initial Purchasers, which BRB is anticipated to reimburse pursuant to the terms of the Purchase Agreement.

(b) Acceptance fees and annual trustee fees payable to the Trustee in connection with the indenture and the Notes.

(c) Fees payable to BRB's independent auditors in connection with the preparation and delivery of the comfort letter and any related "bring-down" or "circle-up" procedures.

(d) Fees payable to one or more nationally recognized statistical rating organizations in connection with the rating of the Notes, to the extent applicable.

(e) Financial printing and document production costs in connection with the preparation and distribution of the Offering Memorandum and related marketing materials.

These third-party costs are not included in the Firm's fee estimate of $425,000 and will be billed or paid directly by BRB. The Firm bears no responsibility for, and makes no estimate of, such third-party costs.

7. Confidentiality

The Firm acknowledges that, in the course of this engagement, it will receive confidential and proprietary information of BRB, including, without limitation, financial data, strategic plans, customer information, regulatory examination materials, and other nonpublic information (collectively, "Confidential Information"). The Firm will maintain all Confidential Information in strict confidence in accordance with the applicable Rules of Professional Conduct and will not disclose such information to any third party except: (i) as expressly authorized by BRB; (ii) as required by applicable law, regulation, or court order; or (iii) as reasonably necessary in connection with the rendering of legal services under this engagement (for example, in the context of due diligence discussions or negotiations with the Initial Purchasers' counsel, to the extent authorized by BRB).

BRB acknowledges that certain Confidential Information will be disclosed in the Offering Memorandum and other transaction documents prepared in connection with the Offering, and that such disclosures will be made with BRB's authorization and subject to BRB's review and approval. The Firm will take reasonable measures to ensure that any such disclosures are limited to the information necessary for the purposes of the Offering and are consistent with BRB's instructions.

The obligations of confidentiality set forth in this Section 7 shall survive the termination or conclusion of this engagement.

8. Conflicts of Interest

The Firm has conducted a conflicts check based on the information currently available to it, including the identities of BRB, BRFG, and their respective officers and directors, and the identities of the prospective Initial Purchasers to the extent known. Based on the results of that review, the Firm does not believe that any conflict of interest exists that would prevent the Firm from representing BRB in this engagement.

BRB acknowledges that Calderwood & Harkness LLP is a large, multi-practice law firm that represents numerous clients in a range matters. Certain of those clients may, from time to time, have interests that differ from or are adverse to the interests of BRB in matters unrelated to this Offering. BRB agrees that this engagement does not preclude the Firm from representing other clients (including, without limitation, financial institutions, underwriters, and investors) in matters unrelated to the Offering, even if the interests of such clients may differ from those of BRB in such unrelated matters. The Firm will not, however, represent any other party to this Offering (including the Initial Purchasers, the Trustee, or any investor in the Notes) in connection with the Offering itself, and will not undertake any representation that would create a direct conflict with BRB's interests in the Offering without BRB's prior informed written consent.

If a conflict or potential conflict of interest arises during the course of this engagement, the Firm will promptly notify BRB in writing and will take appropriate steps in accordance with the applicable Rules of Professional Conduct, including, where necessary, seeking a waiver from BRB or declining or withdrawing from the conflicting representation.

9. Document Retention

Upon the conclusion of this matter, the Firm will retain the engagement files and documents (including electronic files) in accordance with its standard document retention policy. Under the Firm's current policy, engagement files are retained for a period of ten (10) years following the conclusion of the matter, after which the Firm may destroy or dispose of the files in accordance with its standard procedures without further notice to BRB, unless BRB has requested in writing that the files be retained for a longer period or returned.

BRB may, at any time during or after the engagement, request the return or transfer of documents and files belonging to BRB that are in the Firm's possession. The Firm will comply with any such request in a timely manner, subject to any lien rights the Firm may have for unpaid fees and disbursements under applicable law. BRB acknowledges that certain internal Firm work product, including internal memoranda, drafts, and attorney notes prepared for the Firm's own use, may be retained by the Firm and are not subject to return.

10. Termination

Either party may terminate this engagement at any time upon written notice to the other party. In the event of termination by either party:

(a) BRB will remain responsible for the payment of all fees and disbursements incurred by the Firm through the date of termination, in accordance with the billing arrangements set forth in Section 6 of this letter.

(b) Upon termination, the Firm will take reasonable steps to protect BRB's interests during any transition period, including, without limitation, reasonable cooperation with successor counsel designated by BRB, the prompt transfer of files and documents, and the completion of any time-sensitive tasks that cannot reasonably be deferred without prejudice to BRB, to the extent practicable.

The Firm further reserves the right to withdraw from this engagement in accordance with the applicable Rules of Professional Conduct, including in circumstances involving nonpayment of fees, the emergence of a conflict of interest that cannot be waived, BRB's insistence on a course of action that the Firm reasonably believes to be unlawful or unethical, or any other circumstance in which withdrawal is required or permitted under the applicable professional responsibility rules. The Firm will provide BRB with reasonable notice of any such withdrawal and will cooperate in the transition to successor counsel.

11. Limitation of Liability

Calderwood & Harkness LLP is a registered limited liability partnership organized under the laws of the State of New York. In accordance with Section 26(c) of the New York Partnership Law, the partners, of-counsel attorneys, and employees of the Firm are not personally liable for any debts, obligations, or liabilities of the partnership, whether arising in contract, tort, or otherwise, solely by reason of being a partner, of-counsel attorney, or employee of the Firm. Nothing in this engagement letter shall be construed to create any personal liability on the part of any individual partner, of-counsel attorney, or employee of the Firm beyond such individual's own acts, errors, or omissions.

The Firm's liability to BRB in connection with this engagement shall be limited to the extent permitted by applicable law and the Rules of Professional Conduct. BRB acknowledges the foregoing limitations on liability.

12. No Guarantee of Outcome

The Firm's agreement to represent BRB in connection with this Offering does not constitute, and shall not be construed as, a guarantee or assurance of any particular outcome or result. While the Firm will exercise its professional judgment and best efforts in connection with the representation, the successful completion of the Offering is subject to numerous factors outside the Firm's control, including market conditions, regulatory approvals, investor demand, and the outcome of negotiations with the Initial Purchasers and other transaction parties. Past representations or results achieved by the Firm in other matters do not guarantee or predict future performance or results in this or any other engagement.

13. Governing Law

This engagement letter shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to its conflict of laws principles. Any dispute arising out of or relating to this engagement letter or the Firm's representation of BRB hereunder shall be subject to the exclusive jurisdiction of the courts of the State of New York located in the Borough of Manhattan, City of New York, or the United States District Court for the Southern District of New York.

14. Acceptance and Counterparts

We respectfully request that BRB confirm its acceptance of the terms of this engagement by having an authorized representative sign and return a copy of this letter to the Firm. This letter may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Execution and delivery of this letter by facsimile, PDF, or other electronic transmission shall be deemed valid and effective for all purposes.

This letter, together with any exhibits, schedules, or attachments hereto (including the billing rate schedule attached as Exhibit A), constitutes the entire agreement between the Firm and BRB with respect to the terms and conditions of this engagement and supersedes all prior or contemporaneous oral or written understandings, negotiations, or agreements relating to the subject matter hereof. No amendment or modification of this letter shall be effective unless made in writing and signed by both parties.

We are enthusiastic about the opportunity to represent Belmont Ridge Bank, National Association in connection with this important transaction. We are confident that, working together with your team, we can bring the Offering to a successful conclusion in a manner that serves BRB's strategic and regulatory objectives. If you have any questions regarding the terms of this letter or any aspect of the engagement, please do not hesitate to contact Vivienne St. Claire at (212) 555-8435 or vstclaire@calderwoodharkness.com, or Robert Adeyemi at (212) 555-8422 or radeyemi@calderwoodharkness.com.

We look forward to working with you.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Vivienne St. Claire Partner, Capital Markets

By: ________

Robert Adeyemi Partner, Capital Markets (Billing Partner)

ACKNOWLEDGMENT AND ACCEPTANCE

The undersigned, on behalf of Belmont Ridge Bank, National Association, hereby acknowledges receipt of the foregoing engagement letter dated November 10, 2025, has reviewed and understands the terms and conditions set forth therein, and agrees to be bound by such terms and conditions.

BELMONT RIDGE BANK, NATIONAL ASSOCIATION

By: ________

Name: Diane K. Wexler

Title: General Counsel & Corporate Secretary

Date: November _, 2025

EXHIBIT A

BILLING RATE SCHEDULE — ENGAGEMENT TEAM

Matter No. 1045-00001

Rates effective as of November 1, 2025

Note: Rates are subject to periodic adjustment by the Firm, typically effective January 1 of each calendar year. The Firm will provide BRB with notice of any rate adjustments that take effect during the term of this engagement. Additional attorneys, paralegals, or professional staff assigned to this matter will be billed at their standard hourly rates then in effect.

Enclosure: Exhibit A — Billing Rate Schedule

cc:

Marcus D. Harrington, Chief Executive Officer, Belmont Ridge Bank, National Association Jonathan R. Talbott, Treasurer, Belmont Ridge Bank, National Association

Timekeeper	Position	Practice Group	Hourly Rate
Vivienne St. Claire	Partner	Capital Markets	$1,575
Robert Adeyemi	Partner	Capital Markets	$1,475
Leonard Cross	Partner	Tax	$1,525
Eric Johannsen	Senior Associate	Capital Markets	$1,075
Claire Dempsey	Associate	Capital Markets	$875
Paralegals / Legal Assistants (various)	—	—	$350 – $475

CALDERWOOD & HARKNESS LLP One Liberty Plaza, 52nd Floor New York, NY 10006
Telephone: (212) 555-8400 Facsimile: (212) 555-8401 www.calderwoodharkness.com
November 10, 2025
Diane K. Wexler, Esq. General Counsel & Corporate Secretary Belmont Ridge Bank, National Association 600 Lexington Avenue, 38th Floor New York, NY 10022
Re: Engagement of Calderwood & Harkness LLP as Issuer's Counsel — Proposed Rule 144A Offering of Subordinated Notes by Belmont Ridge Bank, National Association
Matter No. 1045-00001
Dear Ms. Wexler:
Thank you for selecting Calderwood & Harkness LLP to serve as issuer's counsel to Belmont Ridge Bank, National Association in connection with its proposed offering of subordinated notes. We are pleased to accept this engagement and look forward to working with you and your colleagues to bring the transaction to a successful closing. This letter sets forth the terms and conditions upon which Calderwood & Harkness LLP (the "Firm," "we," or "us") will represent Belmont Ridge Bank, National Association ("BRB" or the "Bank"), a national banking association organized and existing under the National Bank Act, 12 U.S.C. §§ 21 et seq. (OCC Charter No. 18742), in connection with the matters described herein. We ask that you review this letter carefully and, if the terms are acceptable, indicate your agreement by signing and returning a copy to us as provided below.
1. Purpose and Overview of Engagement
The Firm will represent BRB in connection with the proposed private placement of subordinated notes in an aggregate principal amount of up to Three Hundred Fifty Million Dollars ($350,000,000) (the "Notes") pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), to qualified institutional buyers ("QIBs") within the meaning of Rule 144A (the "Offering"). The Notes are expected to be fixed-to-floating rate subordinated notes and are intended to qualify as Tier 2 capital of BRB under the capital adequacy regulations promulgated by the Office of the Comptroller of the Currency (the "OCC") at 12 C.F.R. Part 3, which implement the Basel III capital framework as adopted by the United States federal banking agencies.
As is the nature of complex capital markets transactions, the specific terms, structure, and timeline of the Offering may be refined, adjusted, or supplemented as the transaction develops. We will work closely with you and your team to adapt our work to the evolving requirements of the Offering while keeping you informed of any material changes that may affect the scope or cost of our engagement. The terms of this engagement letter will apply to the Offering as it may be so refined, unless we agree in writing to modify these terms.
2. Scope of Representation
The Firm's representation of BRB will include, but not be limited to, the following categories of legal services:
2.1 Transaction Documentation
We will draft, review, negotiate, and revise the following principal transaction documents in connection with the Offering:
(a) Indenture. The indenture to be entered into between BRB, as issuer, and a trustee to be designated (the "Trustee"), which will govern the terms of the Notes, including covenants, events of default, subordination provisions, and related matters.
(b) Officers' Certificate or Supplemental Indenture. An officers' certificate or supplemental indenture, as applicable, establishing the specific terms of the Notes, including the principal amount, interest rate, maturity, optional redemption provisions, regulatory capital treatment provisions, and other economic and structural terms.
(c) Form of Global Note. The form of the global note representing the Notes to be deposited with The Depository Trust Company ("DTC") or its nominee in connection with the Rule 144A offering.
(d) Purchase Agreement. The purchase agreement to be entered into among BRB and the initial purchasers named therein (the "Initial Purchasers"), which will set forth the terms of the purchase and sale of the Notes, representations and warranties, conditions to closing, and indemnification provisions.
(e) Registration Rights Agreement. The registration rights agreement to be entered into among BRB and the Initial Purchasers, which will set forth BRB's obligations to file a registration statement for an exchange offer or shelf registration with respect to the Notes within specified time periods following the closing of the Offering.
In addition, we will coordinate with the counsel to the Initial Purchasers (to be identified) on all transaction documents, including with respect to the negotiation and finalization of the Purchase Agreement and Registration Rights Agreement, and such other documents as may require joint drafting or review.
2.2 Offering Memorandum
The Firm will assist BRB with the preparation, drafting, and review of the following disclosure documents in connection with the Offering:
(a) Preliminary Confidential Offering Memorandum. The preliminary confidential offering memorandum to be used in connection with the marketing of the Notes to prospective QIB purchasers.
(b) Final Confidential Offering Memorandum. The final confidential offering memorandum reflecting the final terms of the Notes as determined at pricing.
(c) Pricing Term Sheet. The pricing term sheet to be prepared and distributed to prospective purchasers at or promptly after pricing of the Offering.
We will also assist BRB with disclosure review and due diligence in connection with the preparation of the Offering Memorandum, including review of financial data, regulatory disclosures, risk factors, and other material information to be included therein. We will work with BRB's management, finance, legal, and compliance teams, as well as with BRB's independent auditors and the Initial Purchasers and their counsel, to ensure that the Offering Memorandum contains all material information necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
2.3 Legal Opinions
At the closing of the Offering, the Firm will render the following legal opinions and related deliverables:
(a) Corporate/Securities Opinion. A corporate and securities law opinion of issuer's counsel addressed to the Initial Purchasers, covering, among other matters: (i) the due organization and valid existence of BRB as a national banking association; (ii) the due authorization of the Offering and the issuance of the Notes by all necessary corporate action; (iii) the valid issuance and binding nature of the Notes; (iv) the exemption of the offer and sale of the Notes from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof and Rule 144A thereunder; (v) the enforceability of the transaction documents against BRB in accordance with their terms, subject to customary exceptions and qualifications; (vi) the absence of conflicts with BRB's charter, bylaws, applicable law, and material agreements; and (vii) such other matters as are customary in transactions of this nature.
(b) Tax Opinion. A tax opinion addressed to BRB regarding the characterization of the Notes as indebtedness (and not equity) for U.S. federal income tax purposes. This opinion will be prepared by our tax specialist, Leonard Cross, and will be based on the specific terms of the Notes as reflected in the final transaction documents and applicable authorities as of the closing date.
(c) Negative Assurance (10b-5) Letter. A negative assurance letter (commonly referred to as a "10b-5 letter") addressed to the Initial Purchasers, in which the Firm, based on its participation in the preparation of the Offering Memorandum and without independent verification, will state that nothing has come to the attention of the attorneys involved in the preparation of the Offering Memorandum that would cause them to believe that the Offering Memorandum, as of its date and as of the closing date, contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
In addition, we will review and provide comments on the form of opinion to be rendered by counsel to the Trustee, and will coordinate with the Trustee's counsel to ensure that all opinion conditions and assumptions are appropriately addressed.
2.4 Regulatory Filings
The Firm will prepare and assist BRB with the following regulatory filings and analyses in connection with the Offering:
(a) OCC Subordinated Debt Notice. Preparation and filing of the notice required to be submitted to the OCC pursuant to 12 C.F.R. § 5.47 in connection with the issuance of subordinated debt securities by a national banking association, including the advance notice required prior to the issuance of the Notes.
(b) Post-Issuance Notification. Preparation and filing of the post-issuance notification to the OCC following the closing of the Offering, as required by 12 C.F.R. § 5.47.
(c) Regulatory Advisory. General advice regarding applicable regulatory requirements imposed by the OCC, the Board of Governors of the Federal Reserve System (the "Federal Reserve"), and the Federal Deposit Insurance Corporation (the "FDIC"), to the extent relevant to the Offering and the terms of the Notes.
(d) Regulatory Capital Analysis. Analysis of the qualification of the Notes as Tier 2 capital of BRB under 12 C.F.R. Part 3 (the OCC's capital adequacy rules implementing the Basel III capital framework), including review of the structural features of the Notes (maturity, subordination, acceleration limitations, and other required terms) against applicable regulatory requirements.
2.5 Closing Deliverables
The Firm will prepare, review, or coordinate the following closing deliverables:
(a) Officer's certificate of BRB (bring-down of representations and warranties and satisfaction of closing conditions as set forth in the Purchase Agreement).
(b) Secretary's certificate of BRB, attaching certified copies of BRB's articles of association (charter), bylaws, board resolutions authorizing the Offering and the execution and delivery of the transaction documents, and incumbency certificates for authorized officers.
(c) Board resolutions for BRB authorizing the Offering, the issuance of the Notes, the execution and delivery of each transaction document, and the taking of all related actions.
(d) Board resolutions for Belmont Ridge Financial Group, Inc. ("BRFG"), the parent holding company and sole shareholder of BRB, acknowledging and consenting to BRB's issuance of the Notes, to the extent such resolutions are required or customary as a closing deliverable.
(e) Good standing certificates (or equivalent certificates of existence) for BRB from the OCC or other applicable regulatory authorities.
(f) DTC eligibility letter confirming the eligibility of the Notes for book-entry settlement through the facilities of DTC.
(g) Closing funds flow memorandum setting forth the flow of funds on the closing date, including the aggregate purchase price, underwriting discount, and net proceeds to BRB.
(h) Cross-receipt evidencing the delivery of the Notes to the Initial Purchasers and the payment of the purchase price to BRB.
(i) Reliance letters from third-party opinion providers, as applicable, permitting the Initial Purchasers and their counsel to rely on opinions and other deliverables.
(j) Coordination with BRB's independent auditors regarding the preparation and delivery of the customary comfort letter (including "circle-up" and "bring-down" procedures), addressed to the Initial Purchasers.
(k) Master closing checklist for all transaction documents, opinions, certificates, and other closing deliverables.
2.6 Due Diligence
The Firm will participate in due diligence sessions with BRB's management, finance, legal, and compliance teams, as appropriate, and will review corporate organizational documents, material contracts, regulatory filings (including Call Reports, public enforcement actions, and supervisory correspondence to the extent made available to us), and other documents and information as part of the due diligence process. We will coordinate the conduct of business and legal due diligence, including the preparation and circulation of due diligence request lists and the organization and review of materials provided by BRB.
2.7 General Advice
The Firm will provide general legal advice to BRB as reasonably necessary in connection with the Offering, including advice relating to securities law compliance, regulatory matters, and tax considerations. Such advice will be limited to matters directly related to the Offering and will not extend to matters outside the scope of this engagement, as described in Section 3 below.
3. Matters Outside the Scope of This Engagement
To avoid any misunderstanding, we wish to clarify that this engagement does not include the following:
(a) Representation of BRFG. The Firm is not being engaged to represent Belmont Ridge Financial Group, Inc. in its own capacity in connection with this Offering or in any other matter. Although the Firm will assist with the preparation of board resolutions of BRFG acknowledging and consenting to BRB's issuance of the Notes (as a deliverable to the BRB transaction), such assistance is provided solely as part of our representation of BRB and does not create an attorney-client relationship between the Firm and BRFG.
(b) Other Securities Offerings or Financings. The Firm's engagement is limited to the Offering described herein and does not extend to any other securities offering, debt issuance, credit facility, or financing transaction of BRB or any of its affiliates, whether currently contemplated or undertaken in the future.
(c) State Regulatory Matters. Except to the extent that matters of New York law are implicated by the transaction documents or the Offering itself, this engagement does not include advice on state banking, insurance, or other state regulatory matters outside the scope of federal banking law and the laws of the State of New York.
(d) Litigation or Enforcement Proceedings. The Firm is not being engaged to represent BRB in any litigation, administrative proceeding, enforcement action, or similar matter, whether or not arising out of or related to the Offering.
(e) Other Matters. The Firm's engagement does not extend to any matter not directly related to the Offering as described in this letter.
For the avoidance of doubt, the Firm does not represent the Initial Purchasers, the Trustee, or any other party to the Offering. The Initial Purchasers are expected to retain separate counsel to represent their interests in connection with the transaction.
4. Client Identification
We wish to confirm that our client in this engagement is Belmont Ridge Bank, National Association, and BRB alone. While the Firm may, in the course of this engagement, interact with officers, directors, and employees of BRFG (as the holding company and sole shareholder of BRB), and may receive information and instructions from such persons acting in their capacity as officers or directors of BRB, BRFG is not a client of the Firm in connection with this engagement, and no attorney-client relationship is formed between the Firm and BRFG by reason of this engagement letter or any services provided hereunder.
Furthermore, no attorney-client relationship is formed with any individual officer, director, or employee of BRB or BRFG in their personal capacity by reason of this engagement. Our duties of loyalty, confidentiality, and competence run solely to BRB as an institution.
5. Engagement Team
The following attorneys will serve as the principal members of the Firm's engagement team for this matter:
Vivienne St. Claire, Partner, Capital Markets — Responsible Partner. Ms. St. Claire will serve as the primary point of contact for BRB and will have overall supervisory responsibility for the engagement, including strategic direction, key negotiations, and the rendering of legal opinions.
Robert Adeyemi, Partner, Capital Markets — Billing Partner. Mr. Adeyemi will be responsible for billing matters, fee arrangements, and invoicing inquiries. Mr. Adeyemi will also participate in the substantive legal work on the transaction as needed.
Eric Johannsen, Associate, Capital Markets — Lead Associate. Mr. Johannsen will be responsible for the day-to-day management of document preparation, closing mechanics, coordination with the Initial Purchasers' counsel, the Trustee's counsel, and other parties, and the management of the transaction timeline and closing checklist.
Claire Dempsey, Associate, Capital Markets — Working Associate. Ms. Dempsey will assist with document drafting, due diligence, securities law analysis, regulatory filings, and the preparation of closing deliverables.
Leonard Cross, Partner, Tax — Specialist Partner. Mr. Cross will be responsible for the tax analysis relating to the characterization of the Notes as indebtedness for U.S. federal income tax purposes and for rendering the tax opinion at closing.
Additional attorneys, paralegals, and support staff may be assigned to this engagement from time to time as the Firm deems appropriate to ensure the efficient and timely completion of all work. The Firm reserves the right to adjust the composition of the engagement team, provided that the Responsible Partner and the Billing Partner identified above will not be changed without prior notice to BRB.
6. Fees and Billing Arrangements
6.1 Estimated Fees
Based on our current understanding of the transaction scope and complexity, the Firm estimates that its total professional fees for this engagement will be approximately Four Hundred Twenty-Five Thousand Dollars ($425,000), inclusive of all attorney and professional staff time. This estimate is based on the following assumptions:
(a) The Offering will be structured as a standard Rule 144A private placement of subordinated notes by a national banking association, consistent with market practice for similarly sized and structured transactions.
(b) There will be no material changes to the transaction structure or terms after commencement of the engagement that would require significant additional work.
(c) Negotiations of the transaction documents will proceed in the ordinary course and will not require extraordinary effort or extended rounds of negotiation beyond those customary for transactions of this type.
(d) No unusual regulatory complications will arise in connection with the OCC subordinated debt notice or the qualification of the Notes as Tier 2 capital.
(e) The engagement team members and their respective roles will be substantially as described in Section 5 above.
This estimate is provided for budgeting and planning purposes only and does not constitute a cap on fees or a fixed-fee arrangement. Actual fees incurred may be higher or lower than the estimate depending on the scope, complexity, and duration of the matters that arise during the course of the engagement, including the nature and extent of negotiations, changes in transaction structure, regulatory developments, and other factors outside the Firm's control. The Firm will promptly notify BRB if, at any point during the engagement, it becomes apparent that actual fees are likely to materially exceed the estimate set forth above, and will consult with BRB regarding the scope of further work.
6.2 Billing Rates
Fees will be calculated on the basis of time spent by Firm attorneys and professional staff on this matter at their standard hourly rates then in effect. The current standard hourly rates for the principal members of the engagement team are set forth on the billing rate schedule attached hereto as Exhibit A. By way of summary, the current rate ranges applicable to this engagement are as follows:
•  Partners: $1,250 – $1,575 per hour
•  Senior Associates: $950 – $1,125 per hour
•  Associates: $725 – $925 per hour
•  Paralegals and Legal Assistants: $350 – $475 per hour
Hourly rates are subject to periodic adjustment by the Firm, typically on an annual basis, effective January 1 of each calendar year. The Firm will provide BRB with notice of any rate adjustments that take effect during the term of this engagement.
6.3 Disbursements and Expenses
In addition to professional fees, BRB will reimburse the Firm for reasonable out-of-pocket disbursements and expenses incurred in connection with this engagement. Such disbursements and expenses may include, but are not limited to, the following:
•  Travel expenses (airfare, ground transportation, lodging, and meals, to the extent reasonably incurred in connection with the Offering)
•  Messenger and delivery services (including overnight courier charges)
•  Photocopying and document production costs
•  Filing fees (including fees payable in connection with regulatory filings)
•  Charges for computerized legal research services (e.g., Westmark Data Systems, Sundial Solutions, Cascade Services Inc.)
•  Telephone and conference call charges
•  Other third-party costs reasonably incurred in connection with the engagement
Disbursements and expenses will be itemized on the Firm's monthly invoices and are payable in accordance with the terms set forth in Section 6.4 below.
6.4 Billing Schedule
The Firm will submit monthly invoices to BRB for professional fees and disbursements incurred during the preceding calendar month. Each invoice will include a summary of fees by timekeeper and a description of disbursements incurred. Invoices are due and payable within thirty (30) days of receipt. BRB may direct billing inquiries to Robert Adeyemi, the Billing Partner for this engagement, at (212) 555-8422 or radeyemi@calderwoodharkness.com.
If any invoice remains unpaid for more than sixty (60) days following receipt, the Firm reserves the right to suspend work on this matter until all outstanding invoices are brought current, subject to the Firm's obligations under applicable rules of professional conduct. The Firm does not charge interest on past-due invoices; however, the Firm reserves all rights and remedies available at law or in equity in connection with the collection of amounts owed.
6.5 Third-Party Costs
BRB acknowledges that certain third-party professional fees and costs will be incurred in connection with the Offering and will be borne by BRB as issuer, as is customary in transactions of this nature. Such third-party costs include, without limitation:
(a) Fees and disbursements of counsel to the Initial Purchasers, which BRB is anticipated to reimburse pursuant to the terms of the Purchase Agreement.
(b) Acceptance fees and annual trustee fees payable to the Trustee in connection with the indenture and the Notes.
(c) Fees payable to BRB's independent auditors in connection with the preparation and delivery of the comfort letter and any related "bring-down" or "circle-up" procedures.
(d) Fees payable to one or more nationally recognized statistical rating organizations in connection with the rating of the Notes, to the extent applicable.
(e) Financial printing and document production costs in connection with the preparation and distribution of the Offering Memorandum and related marketing materials.
These third-party costs are not included in the Firm's fee estimate of $425,000 and will be billed or paid directly by BRB. The Firm bears no responsibility for, and makes no estimate of, such third-party costs.
7. Confidentiality
The Firm acknowledges that, in the course of this engagement, it will receive confidential and proprietary information of BRB, including, without limitation, financial data, strategic plans, customer information, regulatory examination materials, and other nonpublic information (collectively, "Confidential Information"). The Firm will maintain all Confidential Information in strict confidence in accordance with the applicable Rules of Professional Conduct and will not disclose such information to any third party except: (i) as expressly authorized by BRB; (ii) as required by applicable law, regulation, or court order; or (iii) as reasonably necessary in connection with the rendering of legal services under this engagement (for example, in the context of due diligence discussions or negotiations with the Initial Purchasers' counsel, to the extent authorized by BRB).
BRB acknowledges that certain Confidential Information will be disclosed in the Offering Memorandum and other transaction documents prepared in connection with the Offering, and that such disclosures will be made with BRB's authorization and subject to BRB's review and approval. The Firm will take reasonable measures to ensure that any such disclosures are limited to the information necessary for the purposes of the Offering and are consistent with BRB's instructions.
The obligations of confidentiality set forth in this Section 7 shall survive the termination or conclusion of this engagement.
8. Conflicts of Interest
The Firm has conducted a conflicts check based on the information currently available to it, including the identities of BRB, BRFG, and their respective officers and directors, and the identities of the prospective Initial Purchasers to the extent known. Based on the results of that review, the Firm does not believe that any conflict of interest exists that would prevent the Firm from representing BRB in this engagement.
BRB acknowledges that Calderwood & Harkness LLP is a large, multi-practice law firm that represents numerous clients in a range matters. Certain of those clients may, from time to time, have interests that differ from or are adverse to the interests of BRB in matters unrelated to this Offering. BRB agrees that this engagement does not preclude the Firm from representing other clients (including, without limitation, financial institutions, underwriters, and investors) in matters unrelated to the Offering, even if the interests of such clients may differ from those of BRB in such unrelated matters. The Firm will not, however, represent any other party to this Offering (including the Initial Purchasers, the Trustee, or any investor in the Notes) in connection with the Offering itself, and will not undertake any representation that would create a direct conflict with BRB's interests in the Offering without BRB's prior informed written consent.
If a conflict or potential conflict of interest arises during the course of this engagement, the Firm will promptly notify BRB in writing and will take appropriate steps in accordance with the applicable Rules of Professional Conduct, including, where necessary, seeking a waiver from BRB or declining or withdrawing from the conflicting representation.
9. Document Retention
Upon the conclusion of this matter, the Firm will retain the engagement files and documents (including electronic files) in accordance with its standard document retention policy. Under the Firm's current policy, engagement files are retained for a period of ten (10) years following the conclusion of the matter, after which the Firm may destroy or dispose of the files in accordance with its standard procedures without further notice to BRB, unless BRB has requested in writing that the files be retained for a longer period or returned.
BRB may, at any time during or after the engagement, request the return or transfer of documents and files belonging to BRB that are in the Firm's possession. The Firm will comply with any such request in a timely manner, subject to any lien rights the Firm may have for unpaid fees and disbursements under applicable law. BRB acknowledges that certain internal Firm work product, including internal memoranda, drafts, and attorney notes prepared for the Firm's own use, may be retained by the Firm and are not subject to return.
10. Termination
Either party may terminate this engagement at any time upon written notice to the other party. In the event of termination by either party:
(a) BRB will remain responsible for the payment of all fees and disbursements incurred by the Firm through the date of termination, in accordance with the billing arrangements set forth in Section 6 of this letter.
(b) Upon termination, the Firm will take reasonable steps to protect BRB's interests during any transition period, including, without limitation, reasonable cooperation with successor counsel designated by BRB, the prompt transfer of files and documents, and the completion of any time-sensitive tasks that cannot reasonably be deferred without prejudice to BRB, to the extent practicable.
The Firm further reserves the right to withdraw from this engagement in accordance with the applicable Rules of Professional Conduct, including in circumstances involving nonpayment of fees, the emergence of a conflict of interest that cannot be waived, BRB's insistence on a course of action that the Firm reasonably believes to be unlawful or unethical, or any other circumstance in which withdrawal is required or permitted under the applicable professional responsibility rules. The Firm will provide BRB with reasonable notice of any such withdrawal and will cooperate in the transition to successor counsel.
11. Limitation of Liability
Calderwood & Harkness LLP is a registered limited liability partnership organized under the laws of the State of New York. In accordance with Section 26(c) of the New York Partnership Law, the partners, of-counsel attorneys, and employees of the Firm are not personally liable for any debts, obligations, or liabilities of the partnership, whether arising in contract, tort, or otherwise, solely by reason of being a partner, of-counsel attorney, or employee of the Firm. Nothing in this engagement letter shall be construed to create any personal liability on the part of any individual partner, of-counsel attorney, or employee of the Firm beyond such individual's own acts, errors, or omissions.
The Firm's liability to BRB in connection with this engagement shall be limited to the extent permitted by applicable law and the Rules of Professional Conduct. BRB acknowledges the foregoing limitations on liability.
12. No Guarantee of Outcome
The Firm's agreement to represent BRB in connection with this Offering does not constitute, and shall not be construed as, a guarantee or assurance of any particular outcome or result. While the Firm will exercise its professional judgment and best efforts in connection with the representation, the successful completion of the Offering is subject to numerous factors outside the Firm's control, including market conditions, regulatory approvals, investor demand, and the outcome of negotiations with the Initial Purchasers and other transaction parties. Past representations or results achieved by the Firm in other matters do not guarantee or predict future performance or results in this or any other engagement.
13. Governing Law
This engagement letter shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to its conflict of laws principles. Any dispute arising out of or relating to this engagement letter or the Firm's representation of BRB hereunder shall be subject to the exclusive jurisdiction of the courts of the State of New York located in the Borough of Manhattan, City of New York, or the United States District Court for the Southern District of New York.
14. Acceptance and Counterparts
We respectfully request that BRB confirm its acceptance of the terms of this engagement by having an authorized representative sign and return a copy of this letter to the Firm. This letter may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Execution and delivery of this letter by facsimile, PDF, or other electronic transmission shall be deemed valid and effective for all purposes.
This letter, together with any exhibits, schedules, or attachments hereto (including the billing rate schedule attached as Exhibit A), constitutes the entire agreement between the Firm and BRB with respect to the terms and conditions of this engagement and supersedes all prior or contemporaneous oral or written understandings, negotiations, or agreements relating to the subject matter hereof. No amendment or modification of this letter shall be effective unless made in writing and signed by both parties.
We are enthusiastic about the opportunity to represent Belmont Ridge Bank, National Association in connection with this important transaction. We are confident that, working together with your team, we can bring the Offering to a successful conclusion in a manner that serves BRB's strategic and regulatory objectives. If you have any questions regarding the terms of this letter or any aspect of the engagement, please do not hesitate to contact Vivienne St. Claire at (212) 555-8435 or vstclaire@calderwoodharkness.com, or Robert Adeyemi at (212) 555-8422 or radeyemi@calderwoodharkness.com.
We look forward to working with you.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Vivienne St. Claire Partner, Capital Markets
By: ________
Robert Adeyemi Partner, Capital Markets (Billing Partner)
ACKNOWLEDGMENT AND ACCEPTANCE
The undersigned, on behalf of Belmont Ridge Bank, National Association, hereby acknowledges receipt of the foregoing engagement letter dated November 10, 2025, has reviewed and understands the terms and conditions set forth therein, and agrees to be bound by such terms and conditions.
BELMONT RIDGE BANK, NATIONAL ASSOCIATION
By: ________
Name: Diane K. Wexler
Title: General Counsel & Corporate Secretary
Date: November _, 2025
EXHIBIT A
BILLING RATE SCHEDULE — ENGAGEMENT TEAM
Matter No. 1045-00001
Rates effective as of November 1, 2025
Note: Rates are subject to periodic adjustment by the Firm, typically effective January 1 of each calendar year. The Firm will provide BRB with notice of any rate adjustments that take effect during the term of this engagement. Additional attorneys, paralegals, or professional staff assigned to this matter will be billed at their standard hourly rates then in effect.
Enclosure: Exhibit A — Billing Rate Schedule
cc:
Marcus D. Harrington, Chief Executive Officer, Belmont Ridge Bank, National Association Jonathan R. Talbott, Treasurer, Belmont Ridge Bank, National Association
Timekeeper | Position | Practice Group | Hourly Rate
Vivienne St. Claire | Partner | Capital Markets | $1,575
Robert Adeyemi | Partner | Capital Markets | $1,475
Leonard Cross | Partner | Tax | $1,525
Eric Johannsen | Senior Associate | Capital Markets | $1,075
Claire Dempsey | Associate | Capital Markets | $875
Paralegals / Legal Assistants (various) | — | — | $350 – $475

CALDERWOOD & HARKNESS LLP One Liberty Plaza, 52nd Floor New York, NY 10006

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGMENT AND ACCEPTANCE

BELMONT RIDGE BANK, NATIONAL ASSOCIATION

EXHIBIT A

Record

Parties

Dates

Amounts