REGISTRATION RIGHTS AGREEMENT
dated as of February 24, 2026
among
BELMONT RIDGE BANK, NATIONAL ASSOCIATION
as Issuer
and
WAINWRIGHT ZANTHOR & CO., LLC as Representative of the Initial Purchasers
REDSTONE CAPITAL MARKETS LLC
KENSINGTON HALE SECURITIES INC.
(Wainwright Zanthor & Co., LLC, Redstone Capital Markets LLC, and Kensington Hale Securities Inc., collectively, the "Initial Purchasers")
Relating to
$350,000,000 Aggregate Principal Amount of 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036
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REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of February 24, 2026, by and among Belmont Ridge Bank, National Association, a national banking association chartered under the National Bank Act (the "Company" or the "Issuer"), Wainwright Zanthor & Co., LLC, a Delaware limited liability company, as representative of the Initial Purchasers (in such capacity, the "Representative"), Redstone Capital Markets LLC, a Delaware limited liability company, and Kensington Hale Securities Inc., a Delaware corporation (together with Wainwright Zanthor & Co., LLC, Redstone Capital Markets LLC, and Kensington Hale Securities Inc., the "Initial Purchasers").
RECITALS
WHEREAS, the Company and the Initial Purchasers have entered into that certain Purchase Agreement, dated as of February 19, 2026 (the "Purchase Agreement"), pursuant to which the Company has agreed to issue and sell, and the Initial Purchasers have agreed to purchase, $350,000,000 aggregate principal amount of the Company's 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036 (the "Initial Notes," CUSIP 082651 AB7, ISIN US082651AB73);
WHEREAS, the Initial Notes are being offered and sold in a private placement to qualified institutional buyers ("QIBs") in reliance upon the exemption from registration provided by Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and are not being registered under the Securities Act;
WHEREAS, the Initial Notes are being issued pursuant to, and are governed by, the Indenture dated as of February 24, 2026 (the "Indenture"), between the Company and Brindoval Trust Company, National Association, as trustee (the "Trustee");
WHEREAS, as a condition to the obligations of the Initial Purchasers under Section 7(g) of the Purchase Agreement, the Company has agreed to provide the registration rights set forth herein with respect to the Initial Notes, and the execution and delivery of this Agreement by the Company is a condition to the closing of the purchase and sale of the Initial Notes on the date hereof; and
WHEREAS, the Company desires to provide such registration rights on the terms and conditions set forth in this Agreement in order to induce the Initial Purchasers to consummate the transactions contemplated by the Purchase Agreement.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE 1 — DEFINITIONS
Section 1.1 — Definitions
As used in this Agreement, the following terms shall have the respective meanings set forth below:
"1934 Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.
"Blackout Period" has the meaning assigned to such term in Section 4.2 hereof.
"Broker-Dealer" means any broker or dealer registered as such under the 1934 Act.
"Closing Date" means February 24, 2026, the date on which the Initial Notes are first issued pursuant to the Purchase Agreement.
"Commission" or "SEC" means the United States Securities and Exchange Commission.
"Company" means Belmont Ridge Bank, National Association, a national banking association chartered under the National Bank Act, Office of the Comptroller of the Currency Charter No. 18742, with its principal office located at 600 Lexington Avenue, 38th Floor, New York, New York 10022, and any successor thereto.
"Consummate" or "Consummation" means, in respect of the Exchange Offer, the date on which the Company has accepted for exchange all Initial Notes validly tendered and not withdrawn pursuant to the Exchange Offer in accordance with the terms thereof and the applicable Registration Statement and Prospectus.
"DTC" means The Depository Trust Company, or any successor securities depository.
"Exchange Notes" means the 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036 to be issued by the Company in exchange for the Initial Notes under the Exchange Offer, having terms identical in all material respects to the Initial Notes, except that (a) the Exchange Notes will have been registered under the Securities Act and therefore will not bear the legends restricting the transfer thereof set forth on the Initial Notes, (b) holders of Exchange Notes will not be entitled to the registration rights set forth in this Agreement (other than as specifically provided in Section 2.4), and (c) the Exchange Notes will not contain terms providing for the payment of Liquidated Damages as contemplated by Article 5 hereof.
"Exchange Offer" means the offer by the Company to exchange Exchange Notes for the Initial Notes pursuant to an effective Exchange Offer Registration Statement in accordance with the terms and conditions of Article 2 hereof.
"Exchange Offer Registration Statement" means the registration statement filed with the Commission on Form S-1 (or such other form as may be available to the Company for such purpose) covering the Exchange Offer, including the Prospectus contained therein, all amendments and supplements thereto, all exhibits thereto, and all material incorporated by reference or deemed incorporated by reference therein.
"Holder" means any holder of Registrable Securities, including the Initial Purchasers and their successors and permitted assigns, who hold Registrable Securities.
"Indenture" means the Indenture dated as of February 24, 2026, between the Company and Brindoval Trust Company, National Association, as Trustee, as the same may be amended, supplemented, or otherwise modified from time to time in accordance with its terms.
"Initial Notes" means the $350,000,000 aggregate principal amount of 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036 issued by the Company on the Closing Date pursuant to the Purchase Agreement and the Indenture.
"Initial Purchasers" means Wainwright Zanthor & Co., LLC, Redstone Capital Markets LLC, and Kensington Hale Securities Inc., and their respective successors and assigns.
"Liquidated Damages" has the meaning assigned to such term in Section 5.1 hereof.
"Liquidated Damages Amount" has the meaning assigned to such term in Section 5.1 hereof.
"Notes" means, collectively, the Initial Notes and the Exchange Notes.
"Participating Broker-Dealer" means any Broker-Dealer that acquired Initial Notes as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any affiliate of the Company) and that is entitled to receive and deliver a Prospectus in connection with resales of Exchange Notes received in exchange for such Initial Notes pursuant to the Exchange Offer.
"Pennfield & Associates LLP" means counsel to the Initial Purchasers, located at 1585 Broadway, 30th Floor, New York, New York 10036.
"Person" means any individual, corporation, partnership, limited liability company, joint venture, association, joint stock company, trust, estate, unincorporated organization, governmental authority, or other entity of any kind.
"Prospectus" means the prospectus or prospectuses (including any preliminary prospectus) included in any Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments and supplements to any such prospectus, including all material incorporated by reference or deemed to be incorporated by reference in such prospectus or prospectuses.
"Purchase Agreement" means the Purchase Agreement dated as of February 19, 2026, by and among the Company and the Initial Purchasers, as the same may be amended from time to time.
"Registrable Securities" means the Initial Notes; provided, however, that any particular Initial Notes shall cease to be Registrable Securities when (i) a Registration Statement covering such Initial Notes has been declared effective under the Securities Act and such Initial Notes have been exchanged or disposed of pursuant to such effective Registration Statement, (ii) such Initial Notes have been sold pursuant to Rule 144 (or any similar provision then in force) under the Securities Act, or (iii) such Initial Notes have ceased to be outstanding.
"Registration Default" has the meaning assigned to such term in Section 5.1 hereof.
"Registration Statement" means any Exchange Offer Registration Statement or Shelf Registration Statement, as the context requires, including any amendments or supplements thereto and all exhibits and material incorporated by reference or deemed incorporated by reference therein.
"Representative" means Wainwright Zanthor & Co., LLC, in its capacity as representative of the Initial Purchasers.
"Shelf Registration Statement" means a registration statement filed with the Commission on Form S-1 (or such other form as may be available to the Company for such purpose) pursuant to Rule 415 under the Securities Act, or any successor rule thereto, covering the resale of Registrable Securities by the Holders thereof, including the Prospectus contained therein, all amendments and supplements thereto, all exhibits thereto, and all material incorporated by reference or deemed incorporated by reference therein.
"SOFR" means the Secured Overnight Financing Rate, as published by the Federal Reserve Bank of New York (or a successor administrator), as further defined in the Indenture.
"Calderwood & Harkness LLP" means counsel to the Company, located at One Liberty Plaza, 52nd Floor, New York, New York 10006.
"Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939, as amended. For the avoidance of doubt, the Initial Notes are exempt from TIA qualification under Section 304(a)(4)(A) thereof as securities issued by a national banking association; provided, however, that Exchange Notes issued pursuant to a registered Exchange Offer may be subject to TIA qualification, and in such event, the Company shall take all actions necessary to comply with the TIA as set forth in Section 4.1(f) hereof.
"Trustee" means Brindoval Trust Company, National Association, a national banking association having its corporate trust office at 100 Federal Street, Suite 800, Boston, Massachusetts 02110, in its capacity as trustee under the Indenture, and any successor trustee under the Indenture.
Section 1.2 — Rules of Construction
Unless the context otherwise requires: (a) a term has the meaning assigned to it by this Section or by the applicable provision of this Agreement; (b) an accounting term not otherwise defined herein has the meaning assigned to it in accordance with generally accepted accounting principles in the United States as in effect from time to time; (c) "or" is not exclusive; (d) "including" means "including, without limitation"; (e) words in the singular include the plural and words in the plural include the singular; (f) the terms "hereof," "herein," "hereunder," and similar terms refer to this Agreement as a whole, and not to any particular provision of this Agreement; (g) references to "Articles," "Sections," and other subdivisions refer to the designated Articles, Sections, and other subdivisions of this Agreement unless expressly provided otherwise; (h) references to any agreement or instrument mean such agreement or instrument as amended, supplemented, or otherwise modified from time to time; (i) references to any statute, rule, or regulation mean such statute, rule, or regulation as amended from time to time and include any successor statute, rule, or regulation; (j) headings are for convenience of reference only and shall not affect the interpretation of this Agreement; and (k) all references to currency shall mean lawful money of the United States of America.
ARTICLE 2 — EXCHANGE OFFER
Section 2.1 — Exchange Offer Registration Statement
(a) The Company shall use its commercially reasonable efforts to prepare and file with the Commission an Exchange Offer Registration Statement on Form S-1 (or such other form as may be available to the Company for such purpose under the Securities Act) covering the Exchange Offer, within 180 days after the Closing Date (i.e., on or prior to August 23, 2026). The Exchange Offer Registration Statement shall include such information as is required by applicable law and the rules and regulations of the Commission, and shall contain a Prospectus to be used in connection with the Exchange Offer.
(b) The Company shall use its commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective by the Commission within 270 days after the Closing Date (i.e., on or prior to November 21, 2026). In pursuing such effectiveness, the Company shall respond promptly and completely to any and all comments received from the Commission or the staff of the Commission with respect to the Exchange Offer Registration Statement and shall file such amendments and supplements as may be necessary or appropriate to address such comments and to satisfy the requirements of the Securities Act and the rules and regulations of the Commission thereunder.
(c) If, at the time the Exchange Offer Registration Statement is to be filed, the Company is not required to file reports under Section 13 or Section 15(d) of the 1934 Act, the Exchange Offer Registration Statement shall include appropriate disclosure regarding the Company's financial condition, results of operations, and such other information as may be required by the applicable form or as the Commission may request. The parties acknowledge that the Company's parent, Belmont Ridge Financial Group, Inc. (NYSE: BRBK), is a reporting company under the 1934 Act, and the Company shall include in the Exchange Offer Registration Statement such financial and other information regarding the Company as is required by the applicable form and the rules and regulations of the Commission.
(d) The Exchange Notes to be issued in the Exchange Offer shall have terms identical in all material respects to the terms of the Initial Notes, except that:
(i) the Exchange Notes will have been registered under the Securities Act and therefore will not bear the legends restricting the transfer thereof that are set forth on the Initial Notes;
(ii) holders of Exchange Notes will not be entitled to the registration rights set forth in this Agreement (except as specifically provided in Section 2.4 hereof with respect to Participating Broker-Dealers); and
(iii) the Exchange Notes will not contain terms providing for the payment of Liquidated Damages as described in Article 5 hereof.
(e) The Exchange Notes shall be issued under the Indenture or a supplemental indenture thereto and shall be entitled to the benefits of the Indenture on the same basis as the Initial Notes (other than with respect to transfer restrictions, registration rights, and Liquidated Damages).
Section 2.2 — Exchange Offer Procedures
(a) The Company shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the Commission. The Company shall mail or cause to be mailed (or otherwise transmit in accordance with the applicable procedures of DTC) to each Holder of Initial Notes, at the address or account shown on the register maintained by the Registrar, a notice of the Exchange Offer, together with a copy of the Prospectus, a letter of transmittal, and other customary documentation in connection therewith.
(b) The Exchange Offer shall remain open for a period of not less than 20 business days (or such longer period as may be required by applicable law, the rules and regulations of the Commission, or any applicable interpretive positions of the staff of the Commission) from the date on which the notice of the Exchange Offer is mailed or otherwise transmitted to the Holders.
(c) Each Holder of Initial Notes electing to participate in the Exchange Offer shall be entitled to tender all or any portion of its Initial Notes in exchange for an equal principal amount of Exchange Notes, subject to the minimum denomination requirements set forth in paragraph (f) below. The Company shall accept for exchange all Initial Notes validly tendered in the Exchange Offer and not withdrawn prior to the expiration of the Exchange Offer, subject to satisfaction of the conditions set forth in Section 2.3 hereof.
(d) The Company shall use its commercially reasonable efforts to consummate the Exchange Offer within 30 business days after the commencement thereof; provided, however, that such period shall be extended as necessary to comply with applicable law, the rules and regulations of the Commission, or any order or direction of the Commission.
(e) The Company shall use its commercially reasonable efforts to consummate the Exchange Offer within 365 days after the Closing Date (i.e., on or prior to February 24, 2027).
(f) Exchange Notes shall be issued in minimum denominations of $150,000 and integral multiples of $1,000 in excess thereof, which are the same minimum denominations applicable to the Initial Notes. No Holder shall be required to tender less than $150,000 in principal amount of Initial Notes.
(g) The Exchange Offer shall be conducted in compliance with all applicable requirements of the Securities Act, the 1934 Act, and the rules and regulations of the Commission thereunder, including, to the extent applicable, Rule 14e-1 under the 1934 Act and Regulation M under the Securities Act.
Section 2.3 — Conditions to Exchange Offer
(a) Notwithstanding any other provision of this Agreement, the Company shall not be required to consummate the Exchange Offer unless each of the following conditions shall have been satisfied or waived:
(i) the Exchange Offer Registration Statement shall have been declared effective under the Securities Act and shall not be the subject of any stop order or proceeding seeking a stop order by the Commission;
(ii) no injunction, order, or decree of any court or governmental authority shall have been issued or entered which would prohibit, restrain, or otherwise impair the consummation of the Exchange Offer, and no proceeding seeking any such injunction, order, or decree shall be pending before any court or governmental authority;
(iii) the Exchange Offer shall not have been prohibited by any change in law, applicable regulation, or SEC interpretive position since the date hereof that would render the Exchange Offer impermissible or impracticable;
(iv) each Holder participating in the Exchange Offer shall have represented in the applicable letter of transmittal or other documentation required in connection with the Exchange Offer that (A) it is acquiring Exchange Notes in the ordinary course of its business, (B) at the time of the commencement or consummation of the Exchange Offer, it has no arrangement or understanding with any Person to participate in a distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the Securities Act, and (C) it is not an "affiliate" (as defined in Rule 405 under the Securities Act) of the Company; and
(v) each Holder that is a Broker-Dealer shall have acknowledged that it will deliver a Prospectus meeting the requirements of the Securities Act in connection with any resale of Exchange Notes received by such Broker-Dealer in the Exchange Offer, and such Broker-Dealer shall have confirmed that it acquired the Initial Notes tendered in the Exchange Offer as a result of market-making activities or other trading activities (and not directly from the Company or an affiliate of the Company).
(b) The Company may waive any of the foregoing conditions (other than conditions (i) and (ii) above) in its sole discretion.
Section 2.4 — Participating Broker-Dealers
(a) The Company acknowledges that, under existing SEC interpretations, any Participating Broker-Dealer that receives Exchange Notes in exchange for Initial Notes pursuant to the Exchange Offer may be deemed an "underwriter" within the meaning of the Securities Act and must deliver a Prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes.
(b) The Company shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement effective and to maintain the Prospectus forming a part thereof in a form compliant with the requirements of the Securities Act for a period of 180 days after the Consummation of the Exchange Offer (or such shorter period as shall end when all Participating Broker-Dealers shall have completed the resale of all Exchange Notes held by them), in order to permit Participating Broker-Dealers to use such Prospectus in connection with the resale of Exchange Notes received in exchange for Initial Notes acquired by such Participating Broker-Dealers as a result of market-making activities or other trading activities.
(c) Participating Broker-Dealers shall be permitted to use the Prospectus forming part of the Exchange Offer Registration Statement in connection with resales of Exchange Notes received in exchange for Initial Notes acquired as a result of market-making activities or other trading activities, subject to the provisions of Article 6 hereof. The Company shall include in the Prospectus forming part of the Exchange Offer Registration Statement a section titled "Plan of Distribution" that shall enable Participating Broker-Dealers to use such Prospectus for resales.
(d) The Company shall not be deemed to have breached its obligations under this Section 2.4 by reason of any suspension of the use of the Prospectus during a Blackout Period in accordance with Section 4.2 hereof.
ARTICLE 3 — SHELF REGISTRATION
Section 3.1 — Shelf Registration Statement
(a) In the event that:
(i) the Company is not permitted to file the Exchange Offer Registration Statement or to consummate the Exchange Offer because of any change in law, SEC staff policy, or published interpretive position of the Commission or the staff thereof;
(ii) for any reason the Exchange Offer Registration Statement is not declared effective by the Commission within 270 days after the Closing Date (i.e., by November 21, 2026);
(iii) the Exchange Offer is not consummated within 365 days after the Closing Date (i.e., by February 24, 2027); or
(iv) any Holder notifies the Company in writing within 20 business days after the date on which the Exchange Offer is consummated that (A) such Holder is prohibited by law or applicable SEC policy from participating in the Exchange Offer, (B) such Holder may not resell Exchange Notes acquired in the Exchange Offer to the public without delivering a prospectus that satisfies the requirements of the Securities Act and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or (C) such Holder is a Broker-Dealer and holds Initial Notes that it acquired directly from the Company or an affiliate of the Company;
then the Company shall file a Shelf Registration Statement (in lieu of or in addition to the Exchange Offer, as the case may be) covering the resale of all Registrable Securities on the terms set forth in this Section 3.1.
(b) If the Company is obligated to file a Shelf Registration Statement pursuant to Section 3.1(a):
(i) the Company shall prepare and file with the Commission a Shelf Registration Statement on Form S-1 (or such other form as may be available to the Company for such purpose) pursuant to Rule 415 under the Securities Act (or any successor rule thereto) within 30 days after the date on which the obligation to file such Shelf Registration Statement arises;
(ii) the Company shall use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Commission within 90 days after the date on which such Shelf Registration Statement is filed with the Commission; and
(iii) the Company shall use its commercially reasonable efforts to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of (A) the date that is two years after the Closing Date (i.e., February 24, 2028) and (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant thereto or have otherwise ceased to be Registrable Securities.
(c) The Company shall give written notice to each Holder of Registrable Securities and to the Representative of the filing of any Shelf Registration Statement and shall use commercially reasonable efforts to provide each such Holder with a copy of the Prospectus forming a part thereof (including any amendments or supplements thereto) prior to the effective date thereof.
Section 3.2 — Provision of Information by Holders
(a) Each Holder of Registrable Securities that desires to have its securities included in a Shelf Registration Statement shall furnish to the Company such information as the Company may reasonably require in order to effect the registration of such Holder's Registrable Securities, including a completed and executed selling securityholder questionnaire in such form as the Company may reasonably request (containing, at a minimum, the Holder's name, address, aggregate principal amount of Registrable Securities held, and intended method of disposition).
(b) Each Holder shall promptly notify the Company of any changes in the information previously furnished by such Holder that would require an amendment or supplement to the Shelf Registration Statement or the Prospectus.
(c) The Company shall not be required to include any Holder's Registrable Securities in a Shelf Registration Statement unless such Holder has provided the information required by this Section 3.2 to the Company in a timely manner. A Holder's failure to provide such information shall not affect the rights of any other Holder under this Agreement.
Section 3.3 — Supplementation and Amendment
If a Shelf Registration Statement is filed pursuant to this Article 3, the Company shall supplement or amend the Shelf Registration Statement and the related Prospectus as necessary to ensure that (a) the Shelf Registration Statement remains effective during the entire period for which it is required to be effective pursuant to Section 3.1(b)(iii) hereof, (b) the Prospectus contained therein complies with the requirements of the Securities Act and does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (c) the Shelf Registration Statement and the Prospectus comply with all applicable rules and regulations of the Commission. Without limiting the generality of the foregoing, the Company shall promptly file with the Commission any prospectus supplements or post-effective amendments that may be required as a result of changes in the information provided by selling Holders or as a result of any material changes in the Company's business, financial condition, or results of operations that would require disclosure.
ARTICLE 4 — REGISTRATION PROCEDURES
Section 4.1 — General Obligations of the Company
In connection with any Registration Statement filed or to be filed pursuant to this Agreement, the Company shall:
(a) Preparation of Filings. Prepare and file with the Commission such amendments (including post-effective amendments) and supplements to each Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the applicable period set forth in this Agreement and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities or Exchange Notes covered by such Registration Statement. The Company shall promptly and diligently respond to all comments received from the Commission or the staff of the Commission with respect to any Registration Statement and shall use commercially reasonable efforts to resolve any such comments as expeditiously as practicable.
(b) Furnishing of Documents. Furnish to each Holder of Registrable Securities, to each Initial Purchaser, and to Pennfield & Associates LLP (as counsel to the Initial Purchasers), without charge, as many copies of the Registration Statement (including each amendment and supplement thereto), the Prospectus (including each preliminary prospectus and each amendment or supplement thereto), and all exhibits and documents filed as a part of, or incorporated by reference in, such Registration Statement as any such Person may reasonably request. The Company shall provide such copies promptly after the filing thereof with the Commission.
(c) State Securities Compliance. Use its commercially reasonable efforts to register or qualify the Exchange Notes or the Registrable Securities, as applicable, under the securities or "blue sky" laws of such jurisdictions of the United States as any Holder or the Representative may reasonably request, and to do any and all other acts and things that may be reasonably necessary or advisable to enable each Holder to consummate the disposition of its Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it is not then so qualified, (ii) take any action that would subject it to general service of process in any jurisdiction where it is not then so subject, or (iii) subject itself to taxation in any jurisdiction where it is not then so subject.
(d) Notification. Notify each Holder of Registrable Securities, each Initial Purchaser, and the Representative, promptly and (if requested by any such Person) confirm such notification in writing:
(i) when the Registration Statement or any post-effective amendment thereto has become effective under the Securities Act;
(ii) of the receipt by the Company of any comments from the Commission or the staff of the Commission with respect to the Registration Statement or any amendment or supplement thereto or any request by the Commission or the staff of the Commission for amendments or supplements to the Registration Statement or the Prospectus or for additional information;
(iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto, or of the initiation or threat of any proceeding for that purpose;
(iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Exchange Notes or the Registrable Securities for offer or sale in any jurisdiction or of the initiation or threat of any proceeding for that purpose; and
(v) of the occurrence of any event that, in the judgment of the Company, makes any statement in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or the Prospectus in order that such documents will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
(e) Withdrawal of Stop Orders. Use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement or any post-effective amendment thereto, and to resolve any comments from the Commission or the staff of the Commission that could delay or prevent the effectiveness or continued effectiveness of any Registration Statement.
(f) Cooperation with Trustee. Cooperate with the Trustee (Brindoval Trust Company, National Association) to effect the exchange or transfer of the Notes in connection with the Exchange Offer or the resale of Registrable Securities pursuant to a Shelf Registration Statement. In the event that the Exchange Notes are required to be qualified under the Trust Indenture Act, the Company shall take all actions necessary or appropriate to qualify the Indenture (or a supplemental indenture) under the Trust Indenture Act in connection with the registration of the Exchange Notes, including filing such applications, reports, statements, and other documents and instruments as may be required under the Trust Indenture Act and cooperating with the Trustee to the extent necessary to effect such qualification.
(g) Compliance. Comply in all material respects with all applicable rules and regulations of the Commission, the Securities Act, and the 1934 Act in connection with the filing, effectiveness, and use of any Registration Statement and the Prospectus contained therein.
Section 4.2 — Suspension Periods
(a) Notwithstanding anything to the contrary in this Agreement, the Company may suspend the use of the Prospectus included in any Shelf Registration Statement for a period not to exceed 30 consecutive days (each such period, a "Blackout Period") if the Board of Directors (or a duly authorized committee thereof) of the Company determines in good faith, by resolution adopted in accordance with the Company's governing documents, that (i) the disclosure of material non-public information concerning the Company would be required to be included in the Prospectus in order to comply with the requirements of the Securities Act and (ii) such disclosure would be materially adverse to the Company or its business, operations, financial condition, or prospects, or would materially interfere with any material financing, acquisition, disposition, or other material transaction then being pursued by or on behalf of the Company.
(b) In no event shall the aggregate number of days during which any Blackout Period or Blackout Periods are in effect exceed 60 days in any 12-month period.
(c) Upon the occurrence of any event giving rise to a Blackout Period, the Company shall give prompt written notice to each Holder of Registrable Securities of the existence of such Blackout Period (which notice shall not disclose the nature of the material non-public information giving rise thereto). Each Holder of Registrable Securities shall, upon receipt of such notice, immediately discontinue any sale or other disposition of Registrable Securities pursuant to the Shelf Registration Statement until such Holder's receipt of written notice from the Company that the Blackout Period has terminated and that the Prospectus may once again be used for resales.
(d) A Blackout Period that does not exceed the limitations set forth in paragraphs (a) and (b) of this Section 4.2 shall not constitute a Registration Default under Article 5 hereof.
Section 4.3 — Expenses
(a) The Company shall bear all costs and expenses incident to the performance of or compliance with this Agreement, including all registration and filing fees payable to the Commission; all fees and expenses payable in connection with the qualification of the Exchange Notes or Registrable Securities under state securities or blue sky laws; all printing, duplicating, word processing, and document delivery expenses; all fees and disbursements of Calderwood & Harkness LLP, as counsel to the Company; all fees and disbursements of Whitmore & Lathrop, P.C., as independent registered public accounting firm of the Company; all fees and disbursements of the Trustee (Brindoval Trust Company, National Association), including its counsel, in connection with the Exchange Offer and any qualification of the Indenture under the Trust Indenture Act; all fees of the applicable listing authority or quotation service, if any; and all internal expenses of the Company (including all salaries and expenses of the Company's officers and employees performing legal or accounting duties).
(b) Notwithstanding the foregoing, the Company shall not be responsible for:
(i) the fees and disbursements of legal counsel retained by any Holder of Registrable Securities in connection with the registration and sale of such Holder's Registrable Securities, other than the fees and disbursements of Pennfield & Associates LLP as counsel to the Initial Purchasers to the extent such fees and disbursements are reimbursable by the Company pursuant to the Purchase Agreement;
(ii) any underwriting discounts, commissions, and transfer taxes, if any, attributable to the sale of Registrable Securities by any Holder; and
(iii) any brokerage commissions or similar selling expenses incurred by any Holder in connection with the sale or other disposition of Registrable Securities.
ARTICLE 5 — LIQUIDATED DAMAGES
Section 5.1 — Registration Default and Liquidated Damages
(a) A "Registration Default" shall be deemed to have occurred if any of the following events shall occur:
(i) the Exchange Offer Registration Statement has not been filed with the Commission on or prior to the date that is 180 days after the Closing Date (i.e., on or prior to August 23, 2026);
(ii) the Exchange Offer Registration Statement has not been declared effective by the Commission on or prior to the date that is 270 days after the Closing Date (i.e., on or prior to November 21, 2026);
(iii) the Exchange Offer has not been consummated on or prior to the date that is 365 days after the Closing Date (i.e., on or prior to February 24, 2027);
(iv) if a Shelf Registration Statement is required to be filed pursuant to Section 3.1 hereof, such Shelf Registration Statement has not been filed with the Commission within the 30-day period specified in Section 3.1(b)(i);
(v) if a Shelf Registration Statement is required to be filed pursuant to Section 3.1 hereof, such Shelf Registration Statement has not been declared effective by the Commission within the 90-day period after filing specified in Section 3.1(b)(ii); or
(vi) a Shelf Registration Statement that has been declared effective under the Securities Act ceases to be effective or the Prospectus contained therein ceases to be usable for the resale of Registrable Securities (other than during a permitted Blackout Period in accordance with Section 4.2 hereof) and such ineffectiveness or unusability continues for a period exceeding 30 consecutive days or an aggregate of 60 days in any 12-month period.
(b) Upon the occurrence and during the continuance of any Registration Default, the Company shall pay to each Holder of Registrable Securities additional interest on the Registrable Securities held by such Holder ("Liquidated Damages") at a rate per annum equal to 0.25% of the aggregate principal amount of Registrable Securities held by such Holder for the first 90-day period immediately following the date on which such Registration Default first occurs (the "Liquidated Damages Amount"). The rate of Liquidated Damages shall increase by an additional 0.25% per annum of the aggregate principal amount of Registrable Securities for each subsequent 90-day period during which such Registration Default continues, up to a maximum aggregate rate of 1.00% per annum. Liquidated Damages shall be in addition to, and not in lieu of, any interest otherwise payable on the Notes.
(c) Liquidated Damages shall accrue from and including the date on which any Registration Default first occurs to and including the date on which all Registration Defaults have been cured. In the event that more than one Registration Default exists at any given time, the Liquidated Damages rate applicable during such period shall be the rate that would apply based on the Registration Default that first occurred and that has been in continuous existence for the longest period of time, and the existence of multiple concurrent Registration Defaults shall not result in the imposition of cumulative or duplicative Liquidated Damages (i.e., the maximum Liquidated Damages rate at any time shall not exceed 1.00% per annum regardless of the number of concurrent Registration Defaults).
(d) Liquidated Damages shall be payable semi-annually in arrears on March 1 and September 1 of each year, commencing on the first such date occurring after the initial accrual of Liquidated Damages, and shall be computed on the basis of a 360-day year comprised of twelve 30-day months, in the same manner as fixed-rate interest on the Notes. If a Liquidated Damages payment date is not a business day, payment shall be made on the next succeeding business day with the same force and effect as if made on such payment date.
(e) The parties acknowledge and agree that the payment of Liquidated Damages as provided in this Section 5.1 shall be the sole and exclusive remedy available to the Holders of Registrable Securities for any Registration Default. The parties further acknowledge that the Liquidated Damages provided herein constitute a reasonable estimate of the damages that the Holders would suffer by reason of a Registration Default and are not intended as a penalty.
Section 5.2 — Payment Mechanics
(a) All Liquidated Damages payable under Section 5.1 shall be paid by the Company to the Holders of Registrable Securities in the same manner and through the same channels as interest payments on the Notes, including through the Trustee (Brindoval Trust Company, National Association) and through the facilities of DTC (or any successor depositary) in accordance with the customary procedures thereof.
(b) The Company shall notify the Trustee in writing of the occurrence and expected duration of any Registration Default and of the amount of Liquidated Damages payable with respect to any payment period. Such notice shall be delivered to the Trustee not less than 15 days prior to the applicable Liquidated Damages payment date, and shall specify in reasonable detail the nature of the Registration Default, the date on which such Registration Default first occurred, the applicable rate of Liquidated Damages, and the aggregate amount of Liquidated Damages payable on such payment date.
(c) The Trustee shall have no obligation to calculate, verify, or independently determine the amount of any Liquidated Damages, and the Trustee shall be entitled to conclusively rely upon the information and calculations provided by the Company in accordance with paragraph (b) above. The Trustee shall not be deemed to have knowledge of any Registration Default unless and until it receives written notice thereof from the Company or from the Holders of not less than 25% in aggregate principal amount of the then-outstanding Registrable Securities.
ARTICLE 6 — INDEMNIFICATION AND CONTRIBUTION
Section 6.1 — Indemnification by the Company
(a) The Company agrees to indemnify and hold harmless each Holder of Registrable Securities, each Initial Purchaser (including Wainwright Zanthor & Co., LLC, Redstone Capital Markets LLC, and Kensington Hale Securities Inc.), each Participating Broker-Dealer, and, with respect to each of the foregoing Persons, their respective officers, directors, partners, members, managers, employees, agents, and representatives, and each Person, if any, who controls any of the foregoing within the meaning of Section 15 of the Securities Act or Section 20 of the 1934 Act (each, an "Indemnified Party"), from and against any and all losses, claims, damages, liabilities, judgments, actions, proceedings (whether commenced or threatened), and expenses (including the reasonable costs of investigation and the reasonable fees and disbursements of counsel) (collectively, "Losses"), joint or several, to which any such Indemnified Party may become subject under the Securities Act, the 1934 Act, or any other federal or state statutory law or regulation, at common law, or otherwise, insofar as such Losses arise out of or are based upon:
(i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or any amendment or supplement thereto), any Prospectus (or any amendment or supplement thereto), or any document incorporated by reference in any of the foregoing, including any preliminary prospectus; or
(ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) Notwithstanding the foregoing, the Company shall not be liable to any Indemnified Party to the extent that any such Losses arise out of or are based upon any untrue statement or alleged untrue statement of a material fact, or any omission or alleged omission to state a material fact, made in any Registration Statement, Prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such Indemnified Party or on behalf of such Indemnified Party expressly for inclusion therein.
(c) The indemnification provided for in this Section 6.1 shall remain in full force and effect regardless of any investigation made by or on behalf of any Indemnified Party and shall survive the transfer of any Registrable Securities and the consummation of the Exchange Offer.
Section 6.2 — Indemnification by Holders
(a) Each Holder of Registrable Securities whose securities are covered by any Registration Statement agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who have signed the applicable Registration Statement, its employees, its agents, and each Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the 1934 Act, from and against any and all Losses to which any such Person may become subject, under the Securities Act, the 1934 Act, or any other federal or state statutory law or regulation, at common law, or otherwise, insofar as such Losses arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Holder expressly for inclusion in such Registration Statement or Prospectus.
(b) The liability of each Holder of Registrable Securities under this Section 6.2 shall be limited in amount to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to the Registration Statement giving rise to such liability. In no event shall the aggregate amount of Losses for which a Holder is liable under this Section 6.2 exceed the net proceeds (after deducting any underwriting discounts, commissions, and expenses) received by such Holder from the sale of Registrable Securities under the applicable Registration Statement.
Section 6.3 — Contribution
(a) If the indemnification provided for in Sections 6.1 or 6.2 hereof is for any reason held by a court of competent jurisdiction to be unavailable to an Indemnified Party in respect of any Losses referred to therein, then each indemnifying party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Company, on the one hand, and of the Holder or Holders, on the other hand, in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations. The relative fault of the Company, on the one hand, and of each Holder, on the other hand, shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact, or the omission or alleged omission to state a material fact, relates to information supplied by the Company or by such Holder and the parties' relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission.
(b) Notwithstanding the foregoing, the amount of any contribution by any Holder of Registrable Securities under this Section 6.3 shall not exceed the net proceeds (after deducting any underwriting discounts, commissions, and expenses) received by such Holder from the sale of Registrable Securities under the applicable Registration Statement.
(c) The parties agree that it would not be just and equitable if contribution pursuant to this Section 6.3 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (a) above.
(d) No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution under this Section 6.3 from any Person who was not guilty of such fraudulent misrepresentation.
Section 6.4 — Notification and Defense
(a) Promptly after receipt by an Indemnified Party of notice of any claim, action, suit, or proceeding against such Indemnified Party in respect of which indemnification or contribution may be sought under this Article 6, such Indemnified Party shall notify the indemnifying party in writing of such claim, action, suit, or proceeding, and shall describe in reasonable detail the nature of the claim and the amount involved (to the extent then ascertainable). The failure of an Indemnified Party to give such notice shall not relieve the indemnifying party of its obligations under this Article 6, except to the extent that the indemnifying party is actually and materially prejudiced by such failure.
(b) If any such claim, action, suit, or proceeding is brought against an Indemnified Party and such Indemnified Party has notified the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, to assume the defense thereof, with counsel reasonably satisfactory to the Indemnified Party. After notice from the indemnifying party to the Indemnified Party of its election to assume the defense of such claim, action, suit, or proceeding, the indemnifying party shall not be liable to the Indemnified Party under this Article 6 for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation, unless (i) the Indemnified Party shall have been advised by counsel that representation of both the indemnifying party and the Indemnified Party by the same counsel would be inappropriate because of actual or potential differing interests between them, (ii) the indemnifying party shall have failed to employ counsel reasonably satisfactory to the Indemnified Party within a reasonable time after receipt of the notice of the commencement of such claim, action, suit, or proceeding, or (iii) the indemnifying party has authorized in writing the employment of separate counsel at the expense of the indemnifying party.
(c) No indemnifying party shall, without the prior written consent of the Indemnified Party, consent to or effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action, suit, or proceeding in respect of which the Indemnified Party is or could have been a party and indemnification or contribution could have been sought hereunder by such Indemnified Party, unless such settlement, compromise, or judgment (i) includes an unconditional release of the Indemnified Party from all liability on claims that are the subject matter of such action, suit, or proceeding, (ii) does not include any statement as to, or any admission of, fault, culpability, or failure to act by or on behalf of the Indemnified Party, and (iii) does not impose any restrictions or obligations on the Indemnified Party (other than purely financial obligations for which the indemnifying party is liable under this Article 6).
ARTICLE 7 — MISCELLANEOUS
Section 7.1 — Amendments and Waivers
(a) No amendment, modification, supplement, or waiver of any provision of this Agreement, and no consent to any departure by the Company or any Holder from the terms hereof, shall be effective unless the same shall be in writing and signed by the Company and the Holders of a majority in aggregate principal amount of the then-outstanding Registrable Securities. Any such written amendment, modification, supplement, waiver, or consent shall be binding upon the Company and all Holders of Registrable Securities.
(b) No waiver of any Registration Default or other breach of this Agreement shall extend to or affect any subsequent Registration Default or other breach or impair any right consequent thereon. No delay or failure by any party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any right or remedy shall preclude any other or further exercise thereof or the exercise of any other right or remedy.
Section 7.2 — Notices
All notices, requests, demands, consents, waivers, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered by hand, (b) one business day after being sent by nationally recognized overnight courier service (with proof of delivery requested), or (c) when sent by email (with written confirmation of receipt by the recipient, excluding any automated reply), in each case addressed as follows (or to such other address as a party may from time to time designate by notice in accordance with this Section 7.2):
If to the Company:
Belmont Ridge Bank, National Association 600 Lexington Avenue, 38th Floor New York, New York 10022
Attention: Diane K. Wexler, General Counsel
Email: dwexler@belmontridgebank.com
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP One Liberty Plaza, 52nd Floor New York, New York 10006
Attention: Vivienne St. Claire
Email: vstclaire@calderwoodharkness.com
If to the Representative or any Initial Purchaser:
Wainwright Zanthor & Co., LLC 383 Madison Avenue New York, New York 10179
Attention: Douglas P. Moreno, Head of Debt Capital Markets (Bank Capital)
Email: dmoreno@wainwrightsachs.com
with a copy (which shall not constitute notice) to:
Pennfield & Associates LLP 1585 Broadway, 30th Floor New York, New York 10036
Attention: Thomas R. Kessler
Email: tkessler@pennfieldlaw.com
If to any other Holder:
To the address set forth in the register maintained by the Registrar (Brindoval Trust Company, National Association, 100 Federal Street, Suite 800, Boston, Massachusetts 02110).
Section 7.3 — No Third-Party Beneficiaries
(a) This Agreement is for the sole benefit of the parties hereto, the Holders of Registrable Securities, and their respective successors and assigns as permitted herein, and no other Person shall acquire or have any right or obligation under or by virtue of this Agreement.
(b) Notwithstanding the foregoing, the parties acknowledge and agree that Participating Broker-Dealers shall be express third-party beneficiaries of the provisions of Section 2.4 hereof and Article 6 hereof, and shall be entitled to enforce the rights granted to them under such provisions as if they were parties hereto.
Section 7.4 — Successors and Assigns
(a) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns, heirs, executors, administrators, and personal representatives.