INDENTURE

INDENTURE
Dated as of February 24, 2026
between
BELMONT RIDGE BANK, NATIONAL ASSOCIATION as Issuer
OCC Charter No. 18742 600 Lexington Avenue, 38th Floor New York, New York 10022
and
BRINDOVAL TRUST COMPANY, NATIONAL ASSOCIATION as Trustee
100 Federal Street, Suite 800 Boston, Massachusetts 02110
Governing
6.750% Fixed-to-Floating Rate Subordinated Notes due 2036
Aggregate Principal Amount: $350,000,000
CUSIP: 082651 AB7 ISIN: US082651AB73
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INDENTURE
This INDENTURE, dated as of February 24, 2026 (this "Indenture"), is between Belmont Ridge Bank, National Association, a national banking association duly organized and validly existing under the laws of the United States and chartered by the Office of the Comptroller of the Currency, OCC Charter No. 18742, RSSD ID 2847391, FDIC Certificate No. 28463, with its principal office at 600 Lexington Avenue, 38th Floor, New York, New York 10022 (the "Issuer"), and Brindoval Trust Company, National Association, a national banking association organized under the laws of the United States, with its Corporate Trust Office at 100 Federal Street, Suite 800, Boston, Massachusetts 02110 (the "Trustee").
RECITALS
WHEREAS, the Issuer has been duly organized and is validly existing as a national banking association under the laws of the United States and is authorized to conduct the business of banking pursuant to the National Bank Act and regulations promulgated by the Office of the Comptroller of the Currency (the "OCC");
WHEREAS, the Issuer is authorized to execute and deliver this Indenture and the Notes pursuant to resolutions duly adopted by its Board of Directors and in accordance with applicable provisions of the National Bank Act and applicable OCC regulations;
WHEREAS, the OCC has issued a non-objection letter dated February 12, 2026 (OCC File No. 2026-SUB-0031) with respect to the issuance by the Issuer of subordinated debt consisting of the Notes under 12 C.F.R. § 5.47;
WHEREAS, the Trustee has agreed to act as trustee under this Indenture upon the terms and conditions set forth herein;
WHEREAS, the Notes are intended to qualify as Tier 2 capital of the Issuer under 12 C.F.R. Part 3, as in effect from time to time, including the OCC capital rules implementing Basel III;
WHEREAS, the Issuer has duly authorized the issuance of $350,000,000 aggregate principal amount of its 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036 (the "Notes");
WHEREAS, all things necessary to make this Indenture a valid and legally binding agreement of the Issuer, in accordance with its terms, and to make the Notes, when executed by the Issuer and authenticated and delivered by the Trustee, the valid and legally binding obligations of the Issuer, have been done; and
WHEREAS, the Issuer and the Trustee desire to set forth the terms and conditions upon which the Notes are to be authenticated, issued and delivered.
GRANTING CLAUSE
NOW, THEREFORE, for and in consideration of the premises and the purchase of the Notes by the Holders thereof, and for the equal and ratable benefit of all present and future Holders of the Notes, the Issuer covenants and agrees with the Trustee, and the Trustee covenants and agrees with the Issuer, as follows:
ARTICLE I — DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.01 — Definitions
For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires, the following terms shall have the following meanings:
"Additional Interest" means any liquidated damages or additional interest payable by the Issuer pursuant to the Registration Rights Agreement dated as of February 24, 2026.
"Affiliate" has the meaning assigned to such term in Rule 144 under the Securities Act.
"Agent Members" means members of, or participants in, the Depositary.
"Applicable Procedures" means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary that apply to such transfer or exchange.
"Archer" means Archer Bond Analytics LLC, a nationally recognized statistical rating organization.
"Board of Directors" means the board of directors of the Issuer or any duly authorized committee thereof.
"Board Resolution" means a copy of a resolution certified by the Secretary, Assistant Secretary or any other authorized officer of the Issuer to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification.
"Business Day" means any day other than a Saturday, Sunday or other day on which banking institutions in New York, New York or Boston, Massachusetts are authorized or required by law to close.
"Cede & Co." means the nominee of the Depositary, and any successor nominee of the Depositary.
"Closing Date" means February 24, 2026.
"Code" means the Internal Revenue Code of 1986, as amended, and any successor statute thereto.
"Commission" or "SEC" means the United States Securities and Exchange Commission.
"Compounded SOFR" means, for any interest period in the Floating Rate Period, the compounded daily Secured Overnight Financing Rate, determined in accordance with the methodology specified in Section 2.09, based on SOFR published by the Federal Reserve Bank of New York or the SOFR Administrator.
"Corporate Trust Office" means the office of the Trustee at 100 Federal Street, Suite 800, Boston, Massachusetts 02110, or such other office as the Trustee may designate from time to time by written notice to the Issuer.
"CUSIP Number" means 082651 AB7.
"Default" means any event which is, or after notice or passage of time or both would be, an Event of Default.
"Definitive Notes" means certificated Notes issued in fully registered form in minimum denominations of $150,000 and integral multiples of $1,000 in excess thereof.
"Depositary" or "DTC" means The Depository Trust Company, its nominees and their respective successors.
"Event of Default" has the meaning assigned to such term in Section 6.01.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"FDIC" means the Federal Deposit Insurance Corporation.
"Fixed Rate Period" means the period from and including February 24, 2026 to but excluding March 1, 2031.
"Floating Rate Period" means the period from and including March 1, 2031 to but excluding the Maturity Date.
"Global Note" means the Rule 144A Global Note in substantially the form attached as Exhibit A hereto.
"Holder" or "Noteholder" means the Person in whose name a Note is registered on the books of the Registrar.
"Indenture" means this Indenture, as originally executed or as it may from time to time be amended or supplemented in accordance with the terms hereof.
"Initial Purchasers" means Wainwright Zanthor & Co., LLC, as representative, Redstone Capital Markets LLC and Kensington Hale Securities Inc.
"Interest Payment Date" means, during the Fixed Rate Period, each March 1 and September 1, commencing September 1, 2026, and, during the Floating Rate Period, each March 1, June 1, September 1 and December 1, commencing June 1, 2031; provided that interest accrued through but excluding the Reset Date shall be payable on March 1, 2031.
"Interest Rate" means, with respect to any period, the applicable rate per annum described in Section 2.09.
"ISIN" means US082651AB73.
"Issuer" means Belmont Ridge Bank, National Association, until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Issuer" shall mean such successor Person.
"Maturity Date" means March 1, 2036.
"Meridian" means Meridian Ratings Group, Inc., a nationally recognized statistical rating organization.
"Notes" means the Issuer's 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036 issued under this Indenture.
"OCC" means the Office of the Comptroller of the Currency and any successor thereto.
"Officers' Certificate" means a certificate signed on behalf of the Issuer by its Chief Executive Officer, Chief Financial Officer, Treasurer, General Counsel or any Vice President.
"Opinion of Counsel" means a written opinion from legal counsel, who may be counsel to the Issuer, reasonably acceptable to the Trustee.
"Outstanding", when used with respect to Notes, means, as of any date of determination, all Notes theretofore authenticated and delivered under this Indenture, except:
1.  Notes theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;
2.  Notes for whose payment or redemption money in the necessary amount has theretofore been deposited with the Trustee or any Paying Agent in trust or set aside and segregated in trust by the Issuer and thereafter such Notes are no longer deemed to be Outstanding under this Indenture; and
3.  Notes in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture, other than any such Notes in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Notes are held by a protected purchaser in whose hands such Notes are valid obligations of the Issuer.
"Paying Agent" means any Person authorized by the Issuer to pay the principal of, premium, if any, or interest on any Notes on behalf of the Issuer, and initially means the Trustee.
"Person" means any individual, corporation, company, partnership, joint venture, association, limited liability company, trust, unincorporated organization, government or political subdivision or agency thereof or any other entity.
"Principal Office" means the principal executive office of the Issuer located at 600 Lexington Avenue, 38th Floor, New York, New York 10022.
"Purchase Agreement" means the Purchase Agreement dated February 19, 2026 among the Issuer and the Initial Purchasers.
"QIB" means a "qualified institutional buyer" as defined in Rule 144A under the Securities Act.
"Record Date" means, during the Fixed Rate Period, February 15 or August 15, as the case may be, whether or not a Business Day, and, during the Floating Rate Period, February 15, May 15, August 15 or November 15, as the case may be, whether or not a Business Day.
"Redemption Date" means, with respect to any Note or portion thereof to be redeemed, the date fixed for such redemption by or pursuant to this Indenture.
"Redemption Price" means, with respect to any Note to be redeemed, 100% of the principal amount thereof, together with accrued and unpaid interest thereon to but excluding the Redemption Date.
"Registrar" means the Person appointed as registrar for the Notes, and initially means the Trustee.
"Registration Rights Agreement" means the Registration Rights Agreement dated as of February 24, 2026, among the Issuer and the Initial Purchasers.
"Regulatory Capital Treatment Event" means a good-faith determination by the Issuer that, as a result of any amendment to, clarification of, or change in applicable law or regulation, including 12 C.F.R. Part 3, or any successor provision, or any official administrative interpretation thereof, the Notes no longer qualify in whole or in part as Tier 2 Capital of the Issuer.
"Reset Date" means March 1, 2031.
"Responsible Officer" means, when used with respect to the Trustee, any officer within the Corporate Trust Office of the Trustee, including any vice president, assistant vice president, trust officer or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and having direct responsibility for the administration of this Indenture, and also means, with respect to a particular matter, any other officer to whom such matter is referred because of such officer's knowledge of and familiarity with the particular subject.
"Rule 144A" means Rule 144A promulgated under the Securities Act.
"Securities Act" means the Securities Act of 1933, as amended.
"Senior Indebtedness" has the meaning assigned to such term in Section 12.01.
"SOFR" means the Secured Overnight Financing Rate.
"SOFR Administrator" means the Federal Reserve Bank of New York (or a successor administrator of the Secured Overnight Financing Rate).
"Subordinated Indebtedness" has the meaning assigned to such term in Section 12.01.
"Tax Event" has the meaning assigned to such term in Section 3.08.
"Tier 2 Capital" means Tier 2 capital as defined in 12 C.F.R. Part 3, as amended or supplemented from time to time, or any successor provision thereto.
"Transfer Agent" means the Person appointed as transfer agent for the Notes, and initially means the Trustee.
"Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939, as amended; provided that this Indenture is not required to be qualified under the TIA pursuant to Section 304(a)(4)(A) thereof.
"Trustee" means Brindoval Trust Company, National Association, until a successor replaces it in accordance with the applicable provisions of this Indenture, and thereafter means the successor serving hereunder.
Section 1.02 — Other Definitions
The following terms are defined in the Sections indicated below:
Section 1.03 — Incorporation by Reference of TIA
Although this Indenture is exempt from qualification under the Trust Indenture Act pursuant to Section 304(a)(4)(A) thereof as a security issued by a bank, the parties hereto intend that certain provisions and principles of the Trust Indenture Act be incorporated herein by reference for the benefit of the Holders to the extent expressly provided herein. To the extent any provision of this Indenture refers to provisions or principles derived from the Trust Indenture Act, such references shall be deemed to incorporate those provisions or principles as contractual terms and not as a requirement of qualification under the Trust Indenture Act.
Section 1.04 — Rules of Construction
Unless the context otherwise requires:
1.  a term has the meaning assigned to it;
2.  an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP as in effect from time to time;
3.  "or" is not exclusive;
4.  words in the singular include the plural, and in the plural include the singular;
5.  provisions apply to successive events and transactions;
6.  the words "include," "includes" and "including" shall be deemed to be followed by the phrase "without limitation";
7.  references to Sections and Exhibits are references to sections of, and exhibits to, this Indenture unless otherwise specified;
8.  headings in this Indenture are for convenience of reference only and shall not affect interpretation;
9.  references to any law or regulation mean such law or regulation as amended, modified, codified or reenacted from time to time; and
10.  this Indenture shall be governed by and construed in accordance with the laws of the State of New York, except to the extent federal banking law governs the rights, powers and obligations of the Issuer as a national banking association.
ARTICLE II — THE NOTES
Section 2.01 — Form and Dating
The Notes and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A attached hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage, agreements to which the Issuer is subject, or as otherwise determined by the officers executing such Notes, consistent with this Indenture.
The Notes shall be issued in fully registered form, without coupons. The Notes shall initially be issued as one or more Global Notes registered in the name of Cede & Co., as nominee of DTC, and deposited with, or on behalf of, DTC as Depositary.
The Notes shall be issuable only in minimum denominations of $150,000 and integral multiples of $1,000 in excess thereof.
The Global Note shall be substantially in the form attached as Exhibit A and shall bear the restrictive transfer legend required by Rule 144A and applicable securities laws. The Notes shall also bear, as applicable, the CUSIP Number 082651 AB7 and the ISIN US082651AB73, subject to Section 2.11.
Book-entry interests in the Global Note shall be shown on, and transfers thereof shall be effected only through, records maintained by DTC and its participants in accordance with Applicable Procedures.
Section 2.02 — Execution and Authentication
An Officer of the Issuer shall sign the Notes for the Issuer by manual or facsimile signature. The signature of any such officer on the Notes may be the manual or facsimile signature of the present or any future such officer and may be imprinted or otherwise reproduced on the Notes.
If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid.
A Note shall not be valid until authenticated by the manual signature of a Responsible Officer of the Trustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture.
The Trustee shall, upon receipt of a written order of the Issuer in the form of an Officers' Certificate, authenticate and deliver Notes for original issue in an aggregate principal amount of $350,000,000.
Section 2.03 — Registrar, Paying Agent, and Transfer Agent
The Issuer hereby appoints the Trustee as Registrar, Paying Agent and Transfer Agent for the Notes. The offices of the Registrar, Paying Agent and Transfer Agent shall initially be located at the Corporate Trust Office of the Trustee, 100 Federal Street, Suite 800, Boston, Massachusetts 02110.
The Issuer may appoint one or more additional Paying Agents, Transfer Agents or Registrars or replace any such agent; provided that the Issuer shall at all times maintain a Registrar and a Paying Agent for the Notes. Any such appointment or replacement shall be made by written notice to the Trustee, and the Issuer shall promptly notify the Holders thereof to the extent required by this Indenture or applicable law.
The Trustee shall keep such books and records as are necessary to perform its duties as Registrar, Paying Agent and Transfer Agent under this Indenture.
Section 2.04 — Paying Agent to Hold Money in Trust
By at least 10:00 a.m., New York City time, on each due date of principal of, premium, if any, or interest on any Notes, the Issuer shall deposit with the Paying Agent money in immediately available funds sufficient to pay such principal, premium, if any, or interest. The Paying Agent shall hold in trust for the benefit of the Holders all money held by it for the payment of principal of, premium, if any, or interest on the Notes and shall notify the Trustee in writing of any default by the Issuer in making any such payment.
Money held by the Paying Agent need not be segregated from other funds except to the extent required by law or by the terms of this Indenture; provided, however, that the Paying Agent shall at all times account for such funds as trust funds held for the benefit of the Holders. Pending application to payment, such funds may be invested only in cash, obligations of the United States of America, or other investments permitted by written instructions of the Issuer and acceptable to the Paying Agent, provided that the Paying Agent shall have no responsibility for any loss resulting from such investment unless caused by its own negligence, willful misconduct or bad faith. Earnings on such investments shall be for the account of the Issuer unless otherwise required by the terms hereof.
Section 2.05 — Holder Lists
The Trustee shall preserve in as current a form as is reasonably practicable the names and addresses of Holders contained in the most recent list furnished to it by the Issuer or maintained by the Registrar. If the Trustee is not the Registrar, the Issuer shall furnish to the Trustee, at least seven Business Days before each Interest Payment Date and at such other times as the Trustee may reasonably request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders.
Section 2.06 — Transfer and Exchange
The Notes shall be transferable only upon the surrender of a Note for registration of transfer at the office of the Transfer Agent, duly endorsed, or accompanied by a written instrument of transfer in form satisfactory to the Registrar, duly executed by the Holder thereof or its attorney duly authorized in writing, and otherwise in compliance with the provisions of this Indenture.
No transfer of any Note shall be registered unless such transfer complies with the Securities Act and any other applicable securities laws. Without limiting the foregoing, transfers of beneficial interests in a Global Note shall be made only in accordance with Rule 144A, Regulation S, if applicable, or another available exemption from registration, and in accordance with Applicable Procedures. The Issuer, the Trustee and the Registrar shall be entitled to require as a condition to registration of transfer or exchange such certifications, legal opinions or other information as they may reasonably require to confirm compliance with applicable law, including, without limitation, certification that the transferee is a QIB or that another exemption from registration is available.
Each Note issued upon any transfer or exchange shall be in a minimum denomination of $150,000 and integral multiples of $1,000 in excess thereof.
Transfers of interests in the Global Note shall be effected through DTC's book-entry system in accordance with Applicable Procedures. Definitive Notes shall be issued only in the following limited circumstances:
1.  DTC notifies the Issuer that it is unwilling or unable to continue as Depositary for the Global Note and a successor depositary is not appointed by the Issuer within 90 days;
2.  an Event of Default has occurred and is continuing and beneficial owners representing a majority in aggregate principal amount of the interests in the Global Note request the issuance of Definitive Notes; or
3.  the Issuer, in its sole discretion, elects to issue Definitive Notes and notifies the Trustee in writing.
Any Note issued in definitive registered form in exchange for the Global Note shall bear the same restrictive legends as required by applicable law unless and until such legends are no longer required.
No service charge shall be made to any Holder for any registration of transfer or exchange of Notes, but the Issuer may require payment of a sum sufficient to cover any transfer tax, stamp tax or similar governmental charge that may be imposed in connection therewith, other than any such tax or charge imposed by reason of the Issuer's failure to issue or register a Note in the name requested by the Holder.
Neither the Registrar nor the Trustee shall be required to register the transfer or exchange of any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.
Section 2.07 — Replacement Notes
If a mutilated Note is surrendered to the Trustee or if the Holder of a Note claims that the Note has been destroyed, lost or stolen, the Issuer shall issue and the Trustee shall authenticate a replacement Note if the Trustee's requirements are met. An indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if a Note is replaced. The Issuer may charge for its expenses and the Trustee's expenses in replacing a Note.
Every replacement Note is an additional obligation of the Issuer and shall be entitled to all the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.
Section 2.08 — Outstanding Notes
Notes Outstanding at any time are all Notes authenticated by the Trustee except for those excluded from the definition of "Outstanding" in Section 1.01. In determining whether the Holders of the requisite principal amount of Outstanding Notes have concurred in any direction, waiver or consent, Notes owned by the Issuer or by any Affiliate of the Issuer shall be disregarded and deemed not to be Outstanding for such purpose, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer actually knows are so owned shall be so disregarded.
Notes so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Notes and that the pledgee is not the Issuer or any Affiliate of the Issuer.
Section 2.09 — Interest
The Notes shall bear interest from and including February 24, 2026, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as follows:
(a) Fixed Rate Period
During the Fixed Rate Period, the Notes shall bear interest at the rate of 6.750% per annum. Interest during the Fixed Rate Period shall be payable semi-annually in arrears on March 1 and September 1 of each year, commencing September 1, 2026, to the Persons in whose names the Notes are registered at the close of business on the applicable Record Date immediately preceding the relevant Interest Payment Date.
Interest during the Fixed Rate Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months.
If any Interest Payment Date during the Fixed Rate Period falls on a day that is not a Business Day, the payment shall be made on the next succeeding Business Day, except that if such next succeeding Business Day falls in the next calendar month, such Interest Payment Date shall be the immediately preceding Business Day, and no interest or other payment shall accrue as a result of such delayed or earlier payment.
(b) Floating Rate Period
From and including the Reset Date to but excluding the Maturity Date, the Notes shall bear interest at a floating rate equal to Compounded SOFR plus 275 basis points (2.75%) per annum. Interest during the Floating Rate Period shall be payable quarterly in arrears on March 1, June 1, September 1 and December 1 of each year, commencing June 1, 2031, to the Persons in whose names the Notes are registered at the close of business on the applicable Record Date immediately preceding the relevant Interest Payment Date.
Interest during the Floating Rate Period shall be computed on the basis of a 360-day year and the actual number of days elapsed.
If any Interest Payment Date during the Floating Rate Period falls on a day that is not a Business Day, such Interest Payment Date shall be postponed to the next succeeding Business Day, unless such day falls in the next calendar month, in which case such Interest Payment Date shall be the immediately preceding Business Day, and interest shall accrue to but excluding the date on which payment is made in accordance with the modified following business day convention as so applied.
(c) Compounded SOFR Calculation Mechanics
For each interest period during the Floating Rate Period, "Compounded SOFR" shall be determined by the Calculation Agent using the daily SOFR rates published by the SOFR Administrator, with a lookback of two U.S. Government Securities Business Days. The Calculation Agent shall be the Issuer or such designee as the Issuer may appoint from time to time by written notice to the Trustee (the "Calculation Agent").
The daily compounded rate shall be determined in substantially the manner customarily used in the U.S. dollar floating-rate capital markets for securities referencing compounded SOFR in arrears with a two U.S. Government Securities Business Day lookback. If SOFR in respect of any day is not published on the relevant determination date, the Calculation Agent shall apply the methodology and conventions then prevailing in the market for determining compounded SOFR or, if no such methodology is generally accepted, such commercially reasonable methodology as the Calculation Agent determines in good faith.
The Issuer shall cause the Calculation Agent to maintain appropriate books and records relating to the determination of Compounded SOFR, and any such determination made in good faith and absent manifest error shall be final and binding on all parties.
(d) SOFR Benchmark Replacement
If the Issuer or the Calculation Agent determines in good faith that SOFR has ceased to be published, is no longer representative, or is otherwise unavailable for use as a benchmark for the Notes, the Issuer or the Calculation Agent shall select a substitute benchmark or successor rate (the "Benchmark Replacement"), together with any spread adjustment or method for calculating such spread adjustment (the "Benchmark Replacement Adjustment"), and any technical, administrative or operational changes that the Issuer or the Calculation Agent decides may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market practice (the "Benchmark Replacement Conforming Changes").
In selecting a Benchmark Replacement, the Issuer or the Calculation Agent shall act in good faith and in a commercially reasonable manner and may consider any industry-accepted successor benchmark for U.S. dollar debt securities, any recommendation by the Relevant Governmental Body, or any benchmark then used in comparable bank regulatory capital instruments. The Issuer may, without the consent of the Holders or the Trustee, amend the Notes and this Indenture to implement the Benchmark Replacement, the Benchmark Replacement Adjustment and any Benchmark Replacement Conforming Changes, and the Trustee shall execute any supplemental indenture or amendment requested by the Issuer to give effect thereto upon receipt of an Officers' Certificate directing it to do so and stating that such amendment is authorized by this Indenture.
Neither the Trustee nor the Paying Agent shall have any liability for any determination, selection or implementation made by the Issuer or the Calculation Agent in connection with any Benchmark Replacement, Benchmark Replacement Adjustment or Benchmark Replacement Conforming Changes, and each may conclusively rely upon the Issuer's written direction with respect thereto.
(e) General Accrual and Payment Provisions
Interest shall accrue from and including February 24, 2026, or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for. Interest shall be payable to Holders of record on the applicable Record Date.
To the extent lawful, interest on overdue principal and on overdue installments of interest shall accrue at the rate borne by the Notes for the relevant period.
All payments of interest and principal shall be made in U.S. dollars. For so long as the Notes are represented by a Global Note, payments shall be made to the Depositary or its nominee, as the registered Holder, by wire transfer of immediately available funds. In the case of Definitive Notes, payments may be made by wire transfer or check mailed to the address of the Holder as shown in the register, subject to customary payment procedures of the Paying Agent.
Section 2.10 — Computation of Interest
Interest on the Notes shall be computed as follows:
1.  during the Fixed Rate Period, on the basis of a 360-day year consisting of twelve 30-day months; and
2.  during the Floating Rate Period, on the basis of a 360-day year and the actual number of days elapsed in the applicable interest period.
Section 2.11 — CUSIP and ISIN Numbers
The Issuer has caused the Notes to be printed with the CUSIP Number 082651 AB7 and the ISIN US082651AB73. The Trustee may use the CUSIP Number and ISIN in notices to Holders as a convenience to the Holders; provided that any such notice may state that no representation is made as to the correctness or accuracy of such numbers either as printed on the Notes or as contained in any notice and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption or other action shall not be affected by any defect in or omission of such numbers.
ARTICLE III — REDEMPTION
Section 3.01 — Notices to Trustee Before Redemption
If the Issuer elects to redeem Notes pursuant to this Article III, it shall furnish to the Trustee, at least 30 days before the Redemption Date or such shorter period as may be acceptable to the Trustee, an Officers' Certificate and a Board Resolution authorizing such redemption. Such Officers' Certificate shall specify the principal amount of Notes to be redeemed, the Redemption Date, the Redemption Price, the provision of this Indenture pursuant to which the redemption is to be made and, if applicable, any conditions precedent to such redemption.
Section 3.02 — Selection of Notes to Be Redeemed
If less than all of the Notes are to be redeemed at any time, the Trustee shall select Notes for redemption in compliance with the requirements of DTC, if the Notes are represented by a Global Note, or otherwise on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate, subject to the applicable procedures of the Depositary.
No Notes of a principal amount less than $150,000 may be redeemed in part, and any partial redemption shall be in an authorized denomination of $150,000 and integral multiples of $1,000 in excess thereof.
Section 3.03 — Notice of Redemption
At least 30 days but not more than 60 days before a Redemption Date, the Issuer shall mail or cause to be mailed, by first-class mail, or deliver electronically in accordance with DTC procedures, a notice of redemption to each Holder whose Notes are to be redeemed.
The notice shall identify the Notes to be redeemed and shall state:
1.  the Redemption Date;
2.  the Redemption Price;
3.  the CUSIP Number and ISIN, if available;
4.  the place or places where the Notes are to be surrendered for payment;
5.  that, on the Redemption Date, interest shall cease to accrue on the Notes or portions thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price and accrued interest; and
6.  any condition precedent to such redemption if the redemption is conditional pursuant to Section 3.11.
A notice of redemption shall be irrevocable once given, except as provided in Section 3.11 with respect to a conditional redemption.
Section 3.04 — Effect of Notice of Redemption
Once notice of redemption is given in accordance with this Indenture, Notes called for redemption become due and payable on the Redemption Date at the Redemption Price, together with accrued and unpaid interest to but excluding the Redemption Date. Unless the Issuer defaults in payment of the Redemption Price and accrued interest, interest on the Notes or portions of Notes called for redemption shall cease to accrue on and after the Redemption Date.
Section 3.05 — Deposit of Redemption Price
On or before 10:00 a.m., New York City time, on the Redemption Date, the Issuer shall deposit with the Paying Agent money sufficient to pay the Redemption Price of, and accrued and unpaid interest on, all Notes to be redeemed on that date.
Section 3.06 — Notes Redeemed in Part
Upon surrender of a Note that is redeemed in part, the Issuer shall execute, and the Trustee shall authenticate and deliver to the Holder thereof without service charge, a new Note or Notes in principal amount equal to the unredeemed portion of the Note surrendered, in authorized denominations.
Section 3.07 — Optional Redemption at Par on or After the Reset Date
On any Interest Payment Date on or after March 1, 2031, the Issuer may, at its option, redeem the Notes, in whole or in part, at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to but excluding the Redemption Date.
Any redemption pursuant to this Section 3.07 shall be subject to the prior written approval or non-objection of the OCC, to the extent such approval or non-objection is then required under applicable law or regulation, including 12 C.F.R. § 5.47 or any successor regulation.
Section 3.08 — Special Redemption Upon Tax Event
For purposes of this Indenture, a "Tax Event" shall mean the Issuer's good-faith determination that, as a result of:
1.  any amendment to or change in the laws or regulations of the United States or any political subdivision or taxing authority thereof or therein;
2.  any official administrative action or judicial decision interpreting or applying such laws or regulations; or
3.  any official administrative interpretation or pronouncement that provides for a position with respect to such laws or regulations that differs from the generally accepted position on the Closing Date,
which amendment, change, action, decision, interpretation or pronouncement is announced or becomes effective on or after February 19, 2026 (the "Pricing Date"), there is more than an insubstantial risk that interest payable by the Issuer on the Notes is not, or within 90 days after the date of such determination will not be, deductible by the Issuer in whole or in part for United States federal income tax purposes.
Upon the occurrence of a Tax Event, the Issuer may, at its option, redeem the Notes, in whole but not in part, at any time, at a Redemption Price equal to 100% of the principal amount thereof, together with accrued and unpaid interest thereon to but excluding the Redemption Date.
Any redemption pursuant to this Section 3.08 shall be subject to the prior written approval or non-objection of the OCC, to the extent then required.
Section 3.09 — Special Redemption Upon Regulatory Capital Treatment Event
Upon the occurrence of a Regulatory Capital Treatment Event, the Issuer may, at its option, redeem the Notes, in whole but not in part, at any time, at a Redemption Price equal to 100% of the principal amount thereof, together with accrued and unpaid interest thereon to but excluding the Redemption Date.
For the avoidance of doubt, a Regulatory Capital Treatment Event includes a good-faith determination by the Issuer that, as a result of any amendment to, clarification of, or change in 12 C.F.R. Part 3 or any successor provision, or any official administrative interpretation thereof, announced or effective after the Pricing Date, the Notes no longer qualify in whole or in part as Tier 2 Capital of the Issuer.
Any redemption pursuant to this Section 3.09 shall be subject to the prior written approval or non-objection of the OCC, to the extent then required.
Section 3.10 — No Sinking Fund
The Notes are not entitled to the benefit of any sinking fund or analogous provision. The Issuer shall not be obligated to redeem or purchase Notes pursuant to any sinking fund or mandatory redemption provision.
Section 3.11 — Conditional Redemption
Any optional redemption of the Notes may, at the Issuer's election, be conditioned upon receipt of the required approval or non-objection of the OCC and/or upon the satisfaction of one or more other conditions precedent specified in the related notice of redemption.
If any such condition precedent is not satisfied on or prior to the Redemption Date, the Issuer may, by written notice to the Trustee on or prior to the Redemption Date, rescind the notice of redemption or delay the Redemption Date until such time as the condition is satisfied. The Issuer shall provide prompt notice of any such rescission or delay to the Holders in the same manner as the notice of redemption was given. Upon such rescission, the redemption notice shall be of no force and effect, and the Notes shall remain Outstanding as if no such notice had been given.
ARTICLE IV — COVENANTS
Section 4.01 — Payment of Notes
The Issuer shall duly and punctually pay the principal of, premium, if any, and interest on the Notes in accordance with the terms of the Notes and this Indenture. All such payments shall be made in U.S. dollars by wire transfer of immediately available funds to the Paying Agent or, in the case of payments to DTC or its nominee, in accordance with Applicable Procedures.
Section 4.02 — Maintenance of Office or Agency
The Issuer shall maintain an office or agency in the Borough of Manhattan, The City of New York, where Notes may be surrendered for registration of transfer or exchange, where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served, and where Notes may be presented for payment. Initially, such office or agency shall be the office designated by the Trustee for such purposes. The Issuer shall give prompt written notice to the Trustee and the Holders of the location, and of any change in the location, of such office or agency.
Section 4.03 — Reports and Compliance Certificates
Within 120 days after the end of each fiscal year of the Issuer, the Issuer shall deliver to the Trustee an Officers' Certificate stating whether the signers have knowledge of any Default or Event of Default under this Indenture and, if so, specifying such Default or Event of Default and its nature and status. Such certificate shall also state that a review of the activities of the Issuer during such fiscal year and of the performance by the Issuer of its obligations under this Indenture has been made under the supervision of the signing officers.
The Issuer shall furnish to the Trustee copies of such annual reports and other filings made by the Issuer with the OCC, the SEC or other applicable banking regulators as the Trustee may reasonably request to enable it to perform its duties under this Indenture; provided that the Issuer shall not be required to furnish information publicly available or filed through publicly accessible electronic systems if the Trustee has access thereto.
The parties acknowledge that the Issuer is a nationally chartered bank and that public reporting regarding its enterprise may also occur through its publicly traded parent, Belmont Ridge Financial Group, whose common equity trades on the New York Stock Exchange under the ticker symbol "BRBK." Nothing in this Section 4.03 shall expand the Issuer's reporting obligations beyond those expressly set forth herein or required by applicable law.
Section 4.04 — Stay, Extension, and Usury Laws
The Issuer covenants, to the extent it may lawfully do so, that it shall not at any time insist upon, plead or in any manner whatsoever claim or take the benefit or advantage of any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that would prohibit or forgive the Issuer from paying all or any portion of the principal of, premium, if any, or interest on the Notes as contemplated herein; provided that the foregoing shall not be deemed to constitute a waiver by the Issuer of any mandatory provision of federal banking law or any other law that cannot lawfully be waived.
Section 4.05 — Corporate Existence
Subject to Article V, the Issuer shall do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises; provided, however, that the Issuer shall not be required to preserve any such right or franchise if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Issuer and that the loss thereof would not be materially adverse to the Holders.
Section 4.06 — Compliance with Laws
The Issuer shall comply in all material respects with all applicable statutes, rules, regulations and orders of governmental authorities applicable to it, including applicable banking laws, OCC regulations and supervisory directives, except where the failure to so comply would not materially adversely affect the rights of the Holders under this Indenture or the Notes.
Section 4.07 — Waiver of Certain Covenants
Except as otherwise provided in this Indenture, the Issuer may omit in any particular instance to comply with any covenant or condition set forth in this Article IV if, before or after the time for such compliance, the Holders of at least a majority in aggregate principal amount of the Outstanding Notes shall, by written consent, either waive such compliance in such instance or generally waive compliance with such covenant or condition; provided that no such waiver may reduce the amount, postpone the due date or alter the rights of any Holder to payment of principal or interest without the consent of such Holder.
Section 4.08 — Limitations on Issuer Activities (Negative Covenants)
The parties acknowledge that the Notes are subordinated debt securities intended to qualify as Tier 2 Capital of the Issuer and that market practice for bank-issued subordinated capital notes of this type typically does not include restrictive covenants limiting additional indebtedness, liens, asset sales, mergers beyond those addressed in Article V, restricted payments, affiliate transactions or other operating matters common in high-yield or unsecured corporate indentures.
Accordingly, except as expressly set forth in this Indenture, the Issuer shall not be subject to any covenant restricting its ability to incur additional indebtedness, create liens, make dividends or other distributions, redeem or repurchase equity or other securities, or engage in any lawful activity permitted by applicable banking law and regulation. The absence of such covenants is intentional, and the rights of Holders are limited to those expressly set forth in this Indenture and in the Notes.
ARTICLE V — SUCCESSORS
Section 5.01 — Merger, Consolidation, or Sale of Assets
The Issuer shall not consolidate with or merge into any other Person, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its assets in one transaction or a series of related transactions, unless:
1.  the Person formed by or surviving such consolidation or merger, or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made, is a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and expressly assumes by supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Issuer under the Notes and this Indenture;
2.  immediately after giving effect to such transaction, no Event of Default shall have occurred and be continuing;
3.  the Issuer has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel each stating that such transaction and the supplemental indenture, if any, comply with this Indenture; and
4.  all approvals, consents or non-objections required by the OCC, the FDIC, the Board of Governors of the Federal Reserve System or any other governmental authority having jurisdiction over the Issuer or such successor entity shall have been obtained.
Without limiting the foregoing, any merger or consolidation involving the Issuer as a national banking association shall be subject to the National Bank Act and applicable regulations and interpretations of the OCC. In the case of any FDIC-assisted transaction, purchase and assumption transaction, supervisory merger or other transaction undertaken pursuant to a receivership, conservatorship or supervisory action involving the OCC or FDIC, this Section 5.01 shall be construed, to the maximum extent permitted by law, in a manner consistent with the exercise of such statutory powers.
Nothing in this Section 5.01 shall be construed to restrict the rights and powers of the OCC or the FDIC under applicable banking laws in connection with any receivership, conservatorship or other supervisory proceeding.
Section 5.02 — Successor Substituted
Upon any consolidation, merger or transfer of assets in accordance with Section 5.01, the successor Person formed by such consolidation or into which the Issuer is merged or to which such transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture and the Notes with the same effect as if such successor Person had been named as the Issuer herein. Thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Notes.
ARTICLE VI — DEFAULTS AND REMEDIES
Section 6.01 — Events of Default
For purposes of this Indenture, each of the following constitutes an "Event of Default":
1.  default in the payment of any installment of interest on any Note when due and payable, and the continuance of such default for a period of 30 days;
2.  default in the payment of the principal of, or premium, if any, on any Note when due and payable, whether at maturity, upon redemption or otherwise; or
3.  the occurrence of any of the following bankruptcy, insolvency or receivership events:
(a) the Issuer commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect; (b) a court of competent jurisdiction enters an order for relief against the Issuer in an involuntary case under any applicable bankruptcy law, and such order remains unstayed and in effect for 60 consecutive days; (c) a receiver, conservator or liquidator of the Issuer is appointed by the OCC, the FDIC or any other governmental authority having jurisdiction; (d) the Issuer consents to the appointment of a receiver, conservator or liquidator; or (e) the Issuer makes a general assignment for the benefit of creditors.
For the avoidance of doubt, and consistent with the Tier 2 Capital requirements applicable to the Notes under 12 C.F.R. Part 3 and related OCC guidance, no Event of Default shall arise from any covenant breach, cross-default, cross-acceleration, judgment default or other event not expressly set forth in this Section 6.01.
Section 6.02 — Acceleration
If an Event of Default specified in Section 6.01(3) occurs, then the principal amount of, and accrued and unpaid interest on, all the Notes shall automatically become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.
No acceleration of the Notes shall occur upon any Event of Default described in Section 6.01(1) or Section 6.01(2). The sole remedy of the Holders and the Trustee for such payment defaults shall be to institute proceedings to enforce the obligation of the Issuer to make such payment when due, subject in all respects to the subordination provisions of Article XII and applicable law.
This Section 6.02 is intended to be interpreted in a manner consistent with the qualification of the Notes as Tier 2 Capital under 12 C.F.R. Part 3.
Section 6.03 — Other Remedies
If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy by proceeding at law or in equity to collect the payment of principal of, premium, if any, or interest on the Notes when due, or to enforce the performance of any provision of the Notes or this Indenture.
The Trustee may, but shall not be obligated to, institute suit for the collection of any amounts due and unpaid under the Notes. All remedies of the Trustee and the Holders under this Indenture are cumulative and are not exclusive of any other remedy provided by law, subject to the limitations expressly set forth herein and to Article XII.
Section 6.04 — Waiver of Past Defaults
The Holders of a majority in aggregate principal amount of the Outstanding Notes may, on behalf of all Holders, waive any existing Default or Event of Default and its consequences under this Indenture, except a continuing Default or Event of Default:
1.  in the payment of the principal of, premium, if any, or interest on any Note; or
2.  in respect of a covenant or provision hereof that under Article IX cannot be modified or amended without the consent of the Holder of each Outstanding Note affected.
Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.
Section 6.05 — Control by Majority
The Holders of a majority in aggregate principal amount of the Outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee; provided that:
1.  such direction shall not be in conflict with any rule of law or with this Indenture;
2.  the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction; and
3.  the Trustee need not follow any such direction if the Trustee determines that the action or proceeding so directed would be unjustly prejudicial to Holders not taking part in such direction or would involve the Trustee in personal liability.
Section 6.06 — Limitation on Suits
A Holder may not pursue any remedy with respect to this Indenture or the Notes unless:
1.  such Holder has previously given the Trustee written notice that an Event of Default is continuing;
2.  Holders of at least 25% in aggregate principal amount of the Outstanding Notes have made a written request to the Trustee to pursue the remedy;
3.  such Holders or such Holder have offered to the Trustee security or indemnity reasonably satisfactory to the Trustee against any loss, liability or expense;
4.  the Trustee has not complied with such request within 60 days after receipt thereof and the offer of such security or indemnity; and
5.  during such 60-day period, Holders of a majority in aggregate principal amount of the Outstanding Notes have not given the Trustee a direction inconsistent with such request.
A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder.
Notwithstanding the foregoing, nothing in this Section 6.06 shall affect the right of any Holder to receive payment of principal of, premium, if any, or interest on such Holder's Note on or after the due date therefor and to institute suit for the enforcement of any such payment, which right is absolute and unconditional.
Section 6.07 — Rights of Holders to Receive Payment
Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of the principal of, premium, if any, and interest on such Holder's Note, on or after the respective due dates expressed in such Note, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.
Section 6.08 — Collection Suit by Trustee
If an Event of Default specified in Section 6.01(1) or 6.01(2) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Issuer for the whole amount of principal, premium, if any, and interest remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, overdue interest, and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel.
Section 6.09 — Trustee May File Proofs of Claim
The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and the Holders allowed in any judicial proceedings relative to the Issuer, its creditors or its property, and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims, and any receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel, and any other amounts due the Trustee under Section 7.06.
Nothing herein contained shall be deemed to authorize the Trustee to authorize, consent to, accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.
Section 6.10 — Priorities
If the Trustee collects any money pursuant to this Article VI, it shall pay out the money in the following order:
1.  first, to the Trustee, its agents and attorneys for amounts due under Section 7.06, including payment of all reasonable compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;
2.  second, to Holders for amounts due and unpaid on the Notes for principal, premium, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and interest, respectively; and
3.  third, to the Issuer or to such party as a court of competent jurisdiction shall direct.
The application of proceeds set forth in this Section 6.10 is subject in all respects to the subordination provisions of Article XII and to applicable banking and insolvency law.
Section 6.11 — Undertaking for Costs
In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant other than the Trustee of an undertaking to pay the costs of such suit, and such court in its discretion may assess reasonable costs, including reasonable attorneys' fees, against any party litigant, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but this Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07, or a suit by Holders of more than 10% in aggregate principal amount of the Outstanding Notes.
ARTICLE VII — TRUSTEE
Section 7.01 — Duties of Trustee
If no Event of Default has occurred and is continuing, the Trustee undertakes to perform only those duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee. If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs.
The Trustee may rely, and shall be protected in acting or refraining from acting, upon any resolution, Officers' Certificate, Opinion of Counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, appraisal, bond, debenture, note, coupon, security or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper Person.
Section 7.02 — Rights of Trustee
The Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed by the proper Person. The Trustee may consult with counsel of its selection, and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection in respect of any action taken, omitted or suffered by it hereunder in good faith and in reliance thereon.
The Trustee shall not be obligated to expend or