CALDERWOOD & HARKNESS LLP One Liberty Plaza, 52nd Floor New York, NY 10006
Telephone: (212) 558-4000 Facsimile: (212) 558-3588
February 24, 2026
Wainwright Zanthor & Co., LLC 383 Madison Avenue New York, NY 10179
Redstone Capital Markets LLC 200 Park Avenue, Suite 4500 New York, NY 10166
Kensington Hale Securities Inc. One World Financial Center, Suite 2700 New York, NY 10281
(collectively, the "Initial Purchasers")
Ladies and Gentlemen:
Re: $350,000,000 Aggregate Principal Amount of 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036 (the "Notes") of Belmont Ridge Bank, National Association
This letter is delivered in connection with the offering and sale of $350,000,000 aggregate principal amount of 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036 (the "Notes") of Belmont Ridge Bank, National Association ("BRB" or the "Bank"). Reference is made to the Purchase Agreement dated February 19, 2026 (the "Purchase Agreement"), among BRB, Wainwright Zanthor & Co., LLC, as Representative of the Initial Purchasers (the "Representative"), Redstone Capital Markets LLC, and Kensington Hale Securities Inc. This letter is being delivered to you pursuant to Section 7(e)(ii) of the Purchase Agreement as a condition to the obligations of the Initial Purchasers to consummate the closing of the purchase and sale of the Notes on the date hereof (the "Closing Date").
1. Role and Scope of Participation
We have acted as counsel to BRB in connection with the offering and sale of the Notes in a private placement to qualified institutional buyers ("QIBs") as defined in Rule 144A ("Rule 144A") under the Securities Act of 1933, as amended (the "Securities Act"), and to a limited number of non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act. In connection with such representation, we have reviewed and are familiar with the following documents:
(a) the Confidential Offering Memorandum dated February 19, 2026 (the "Offering Memorandum"), as supplemented by the Pricing Term Sheet dated February 19, 2026 (the "Pricing Term Sheet" and, together with the Offering Memorandum, the "Disclosure Documents"), relating to the offering and sale of the Notes;
(b) the Indenture dated as of February 24, 2026 (the "Indenture"), between BRB and Brindoval Trust Company, National Association, as trustee (the "Trustee"), pursuant to which the Notes are being issued;
(c) the Purchase Agreement;
(d) the Registration Rights Agreement dated as of February 24, 2026 (the "Registration Rights Agreement"), among BRB and the Initial Purchasers;
(e) the form of Rule 144A Global Note representing the Notes (the "Global Note" and, together with the Indenture, the Purchase Agreement, and the Registration Rights Agreement, the "Transaction Documents"); and
(f) such other documents, agreements, certificates, and records as we have deemed necessary or appropriate for purposes of this letter.
The Offering Memorandum and the Pricing Term Sheet are collectively referred to herein as the "Disclosure Documents." Capitalized terms used but not otherwise defined herein have the meanings assigned to them in the Purchase Agreement.
2. Description of Procedures and Participation
In connection with the preparation of the Disclosure Documents, we have, among other things:
(a) participated in conferences and discussions with officers and other representatives of BRB, including Marcus D. Harrington, Chief Executive Officer; Priya Narasimhan, Chief Financial Officer; Diane K. Wexler, Executive Vice President and General Counsel; and Jonathan R. Talbott, Senior Vice President and Treasurer, concerning, among other things, the business, financial condition, and operations of BRB and its parent company, Belmont Ridge Financial Group, Inc. ("BRFG"), the terms of the Notes, and the information set forth in the Disclosure Documents;
(b) participated in conferences and discussions with representatives of the Initial Purchasers and their counsel, Pennfield & Associates LLP, regarding the structure of the offering, the terms of the Notes, and the preparation and content of the Disclosure Documents and the Transaction Documents;
(c) participated in conferences and discussions with representatives of Whitmore & Lathrop, P.C., independent registered public accounting firm for BRB and BRFG, concerning the financial statements and other financial information included in the Offering Memorandum and matters relating to the auditors' comfort letter;
(d) participated in due diligence sessions conducted on December 9, 10, and 11, 2025, at the offices of BRB in Charlotte, North Carolina, during which members of management of BRB and BRFG presented information concerning, and responded to questions regarding, among other things, the Bank's business strategy, regulatory standing, capital adequacy, asset quality, risk management practices, and the material terms of the Notes and the Indenture;
(e) reviewed drafts and the final version of the Offering Memorandum, the Pricing Term Sheet, and certain of the documents referenced or described therein, including the Indenture and the forms of supplemental documentation attached thereto;
(f) reviewed the Indenture, the Purchase Agreement, the Registration Rights Agreement, and the Global Note in their final executed or conformed forms;
(g) reviewed certain corporate records of BRB and BRFG, including resolutions of the Board of Directors of BRB adopted on November 18, 2025, and January 22, 2026, authorizing the issuance and sale of the Notes and the execution, delivery, and performance of the Transaction Documents, as well as the Articles of Association of BRB, the Bylaws of BRB (as most recently amended and restated effective September 15, 2024), and the Certificate of Incorporation and Bylaws of BRFG;
(h) reviewed certain regulatory filings and correspondence, including the non-objection letter from the Office of the Comptroller of the Currency (the "OCC") dated February 12, 2026 (OCC File No. 2026-SUB-0031), relating to BRB's issuance of the Notes as subordinated debt eligible for inclusion in Tier 2 capital, and certain Call Reports, Consolidated Reports of Condition and Income, and other filings made by BRB with the OCC and other applicable banking regulators;
(i) reviewed the ratings assigned to the Notes by Meridian Ratings Group, Inc. (BBB with a stable outlook) and Archer Bond Analytics LLC (Baa2 with a stable outlook), as reflected in the Disclosure Documents;
(j) reviewed officers' certificates delivered in connection with the closing of the offering of the Notes, including the certificate of Marcus D. Harrington, Chief Executive Officer, and Priya Narasimhan, Chief Financial Officer, dated the date hereof, delivered pursuant to Section 7(f) of the Purchase Agreement; and
(k) made such other inquiries and performed such other procedures as we considered necessary or appropriate for purposes of this letter.
We did not, however, independently verify the accuracy, completeness, or fairness of the financial statements, financial data, statistical data, or other factual information contained in or incorporated by reference into the Offering Memorandum or the Pricing Term Sheet. The nature and extent of the procedures described above were those that, in our professional judgment, we deemed appropriate for the purposes of rendering the statement set forth in Section 4 below. Such procedures do not necessarily encompass all procedures that might have been undertaken for other purposes, and we make no representation that such procedures were sufficient for any other purpose.
3. Limitations and Qualifications
The statement set forth in Section 4 below is subject to the following limitations and qualifications:
(a) This letter is not a guarantee, warranty, or certification of any kind. It does not constitute, and should not be construed as, a legal opinion on any factual matter, and it does not address any question of law. We are not passing upon, and do not assume any responsibility for, the accuracy, completeness, or fairness of the statements contained in the Disclosure Documents, except to the limited extent expressly stated in Section 4 below.
(b) We have not undertaken to verify independently any of the financial statements, financial data, statistical data, or other quantitative or factual information contained in or incorporated by reference into the Disclosure Documents. The accuracy, completeness, and fairness of such financial statements, financial data, and statistical data were the responsibility of BRB's management and, to the extent covered by audit or review procedures, of BRB's independent registered public accounting firm, Whitmore & Lathrop, P.C.
(c) We express no view or statement, and no inference should be drawn from this letter, with respect to:
(i) the financial statements of BRB or BRFG, including the consolidated and unconsolidated balance sheets, statements of income, statements of comprehensive income, statements of changes in equity, and statements of cash flows, and any schedules, notes, or other supporting data related thereto, included in or incorporated by reference into the Disclosure Documents;
(ii) any other financial, statistical, or accounting data contained in or incorporated by reference into the Disclosure Documents, including, without limitation, data relating to capital ratios, asset quality metrics, net interest margin, provision for credit losses, allowance for credit losses, nonperforming asset statistics, and any tables or charts derived therefrom;
(iii) the comfort letter dated February 24, 2026 delivered by Whitmore & Lathrop, P.C. to the Initial Purchasers pursuant to Section 7(g) of the Purchase Agreement, or any other communication, statement, or report of Whitmore & Lathrop, P.C.;
(iv) the ratings assigned to the Notes by Meridian Ratings Group, Inc. or Archer Bond Analytics LLC, or any statements or methodologies of such rating agencies;
(v) information relating to the Initial Purchasers contained in the Offering Memorandum under the heading "Plan of Distribution," which information was furnished by or on behalf of the Initial Purchasers expressly for inclusion in the Offering Memorandum; and
(vi) any projections, estimates, forecasts, or forward-looking statements, or the assumptions underlying such statements, contained in the Disclosure Documents, including, without limitation, statements regarding expectations as to future financial performance, capital deployment, regulatory developments, market conditions, or similar matters.
(d) The procedures we have performed in connection with the preparation of the Disclosure Documents did not constitute an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, an audit or examination conducted in accordance with generally accepted auditing standards, an examination of internal controls over financial reporting, or any other procedures performed by or typically associated with independent auditors or accountants. We are not qualified to perform, and have not performed, any such audit, examination, or similar procedures, and this letter should not be read as a substitute for the comfort letter or any other assurance that may be provided by Whitmore & Lathrop, P.C. or any other accounting firm.
(e) This letter is based on facts and circumstances existing, and law in effect, as of the date hereof. Our participation in the preparation of the Disclosure Documents was limited to the role described in Section 2 above, and we have relied, to the extent we deemed appropriate, upon the accuracy and completeness of the representations and statements made to us by officers and representatives of BRB and BRFG, by the Initial Purchasers and their counsel, and by Whitmore & Lathrop, P.C.
4. Negative Assurance Statement
On the basis of the foregoing (but subject to the limitations, qualifications, and exclusions set forth in this letter, including, without limitation, those set forth in Section 3 above, and without independent verification of the accuracy, completeness, or fairness of the factual matters set forth in the Disclosure Documents), nothing has come to the attention of the lawyers at our firm who participated in the preparation of the Offering Memorandum that causes us to believe that the Offering Memorandum, as of February 19, 2026 (its date), or as of the date hereof (February 24, 2026, the Closing Date), contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
The Pricing Term Sheet dated February 19, 2026 is included within the scope of the foregoing statement as a supplement to, and an integral part of, the Offering Memorandum, and references to the "Offering Memorandum" in the preceding paragraph should be read to include the Pricing Term Sheet.
The foregoing statement is limited to the Disclosure Documents identified herein and does not extend to any other documents, agreements, communications, or materials that may have been prepared, distributed, or delivered in connection with the offering and sale of the Notes.
5. Reliance and Benefit
This letter is furnished to the Initial Purchasers solely for their benefit and solely in connection with the offering and sale of the Notes pursuant to the Purchase Agreement. This letter is not to be used, circulated, quoted, relied upon, or otherwise referred to by any other person or for any other purpose without the prior written consent of Calderwood & Harkness LLP, except as set forth in the Reliance Letter referenced below.
Reference is made to the separate Reliance Letter of even date herewith (the "Reliance Letter"), executed by Calderwood & Harkness LLP and addressed to the Initial Purchasers, pursuant to which Pennfield & Associates LLP, as counsel to the Initial Purchasers, is permitted to rely upon this letter to the same extent as if this letter were addressed directly to Pennfield & Associates LLP. Except as expressly provided in the Reliance Letter, no other person or entity is entitled to rely on this letter or on the statements set forth herein, and no other person or entity is intended to be a beneficiary hereof, directly, indirectly, or otherwise.
This letter may not be filed with or furnished to any governmental or regulatory authority, any court, or any other tribunal without the prior written consent of Calderwood & Harkness LLP, except to the extent required by applicable law or regulation or by valid legal process.
6. No Continuing Obligation
We assume no obligation to update or supplement this letter to reflect any facts or circumstances that may hereafter come to our attention, or any changes in applicable law (including any changes in the interpretation thereof by any court or governmental or regulatory authority) that may hereafter occur, whether or not such facts, circumstances, or changes in law may affect the statements set forth herein. This letter speaks only as of its date, February 24, 2026, and should not be interpreted as providing any assurance with respect to any date subsequent hereto. The Initial Purchasers should not infer from the delivery of this letter that we have undertaken, or will undertake, any continuing review of the Disclosure Documents or any other matter referred to herein.
We understand that you will rely upon this letter and the statements contained herein in consummating the transactions contemplated by the Purchase Agreement. We consent to your reliance upon this letter for such purpose, subject to the terms, conditions, limitations, qualifications, and exclusions set forth herein and in the Reliance Letter.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Vivienne St. Claire Partner, Capital Markets Group
Calderwood & Harkness LLP Matter No. 1045-00001
cc: Diane K. Wexler, Executive Vice President and General Counsel, Belmont Ridge Bank, National Association cc: Thomas R. Kessler, Pennfield & Associates LLP