1 SUBORDINATED NOTE BANK OF MARIN BANCORP 6.750% FIXED-TO-FLOATING RATE SUBORDINATED NOTE DUE DECEMBER 1, 2035 THE INDEBTEDNESS EVIDENCED BY THIS SUBORDINATED NOTE IS SUBORDINATED AND JUNIOR IN RIGHT OF PAYMENT TO SENIOR INDEBTEDNESS (AS DEFINED IN SECTION 3 (SUBORDINATION) OF THIS SUBORDINATED NOTE) OF BANK OF MARIN BANCORP (THE “COMPANY”), INCLUDING OBLIGATIONS OF THE COMPANY TO ITS GENERAL CREDITORS AND SECURED CREDITORS (OTHER THAN OBLIGATIONS TO TRADE CREDITORS INCURRED BY THE COMPANY IN THE COMPANY’S ORDINARY COURSE OF BUSINESS), AND IS UNSECURED. IT IS INELIGIBLE AS COLLATERAL FOR ANY EXTENSION OF CREDIT BY THE COMPANY OR ANY OF ITS SUBSIDIARIES. IN THE EVENT OF LIQUIDATION, ALL HOLDERS OF SENIOR INDEBTEDNESS OF THE COMPANY SHALL BE ENTITLED TO BE PAID IN FULL WITH SUCH INTEREST, AS MAY BE PROVIDED BY LAW, BEFORE ANY PAYMENT SHALL BE MADE ON ACCOUNT OF PRINCIPAL OF OR INTEREST ON THIS SUBORDINATED NOTE. AFTER PAYMENT IN FULL OF ALL SUMS OWING TO SUCH HOLDERS OF SENIOR INDEBTEDNESS, THE HOLDER OF THIS SUBORDINATED NOTE, TOGETHER WITH THE HOLDERS OF ANY OBLIGATIONS OF THE COMPANY RANKING ON A PARITY WITH THIS SUBORDINATED NOTE, SHALL BE ENTITLED TO BE PAID FROM THE REMAINING ASSETS OF THE COMPANY. THE UNPAID PRINCIPAL AMOUNT OF THIS SUBORDINATED NOTE PLUS ACCRUED AND UNPAID INTEREST THEREON BEFORE ANY PAYMENT OR OTHER DISTRIBUTION, WHETHER IN CASH, PROPERTY OR OTHERWISE, SHALL BE MADE (A) WITH RESPECT TO ANY OBLIGATION THAT BY ITS TERMS EXPRESSLY IS JUNIOR IN THE RIGHT OF PAYMENT TO THIS SUBORDINATED NOTE; (B) WITH RESPECT TO ANY INDEBTEDNESS BETWEEN THE COMPANY AND ANY OF ITS SUBSIDIARIES; OR (C) ON ACCOUNT OF ANY SHARES OF CAPITAL STOCK OF THE COMPANY. [THIS SUBORDINATED NOTE IS A GLOBAL SUBORDINATED NOTE WITHIN THE MEANING OF THE PURCHASE AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), OR A NOMINEE OF DTC. THIS SUBORDINATED NOTE IS NOT EXCHANGEABLE FOR SUBORDINATED NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE AND NO TRANSFER OF THIS SUBORDINATED NOTE (OTHER THAN A TRANSFER OF THIS SUBORDINATED NOTE AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC) MAY BE REGISTERED. UNLESS THIS SUBORDINATED NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OR TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN

2 AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1 [ANY PURCHASER OF THIS SUBORDINATED NOTE IS HEREBY NOTIFIED THAT THE SELLER IS RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) PROVIDED BY RULE 144A THEREUNDER (“RULE 144A”) OR ANOTHER EXEMPTION UNDER THE SECURITIES ACT.]2 THE HOLDER OF THIS SUBORDINATED NOTE HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SUBORDINATED NOTE MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (I) (A) TO A PERSON WHO IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (B) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES TO A NON-U.S. PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT, OR (D) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS), (II) TO THE COMPANY, OR (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SUBORDINATED NOTE EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE. [NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144A FOR RESALE OF THE SUBORDINATED NOTE EVIDENCED HEREBY.]3 THE INDEBTEDNESS EVIDENCED BY THIS SUBORDINATED NOTE IS NOT A DEPOSIT AND IS NOT INSURED BY ANY FEDERAL AGENCY OR INSTRUMENTALITY, INCLUDING, WITHOUT LIMITATION, THE FEDERAL DEPOSIT INSURANCE CORPORATION. THIS SUBORDINATED NOTE WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN MINIMUM DENOMINATIONS OF $250,000 AND MULTIPLES OF $1,000 IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER OF THIS SUBORDINATED NOTE IN A DENOMINATION OF LESS THAN $250,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF THIS SUBORDINATED NOTE FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF PAYMENTS ON THIS SUBORDINATED NOTE, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS SUBORDINATED NOTE. 1 NTD: To be deleted for definitive Subordinated Notes issued to accredited investors who are not QIBs. 2 NTD: To be deleted for definitive Subordinated Notes issued to accredited investors who are not QIBs. 3 NTD: To be deleted for definitive Subordinated Notes issued to accredited investors who are not QIBs.

3 THIS SUBORDINATED NOTE MAY BE SOLD ONLY IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS. THIS SUBORDINATED NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY APPLICABLE STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS. NEITHER THIS SUBORDINATED NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND STATE SECURITIES LAWS. CERTAIN ERISA CONSIDERATIONS: THE HOLDER OF THIS SUBORDINATED NOTE, OR ANY INTEREST HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT (A) AN EMPLOYEE BENEFIT PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”); (B) A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA; (C) A NON-U.S. PLAN; (D) A CHURCH PLAN, AS DEFINED IN SECTION 3(33) OF ERISA; (E) SUBJECT TO THE REQUIREMENTS OF ERISA, OR SECTION 4975 OF THE CODE (BUT MAY BE SUBJECT TO OTHER SIMILAR LEGAL RESTRICTIONS (“SIMILAR LAWS”) (EACH, A “PLAN”)); OR (F) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN’S INVESTMENT IN THE ENTITY, AND NO PERSON INVESTING “PLAN ASSETS” OF ANY PLAN MAY ACQUIRE OR HOLD THIS SUBORDINATED NOTE OR ANY INTEREST HEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER THE U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95- 60, 91-38, 90-1 OR 84-14, OR ANOTHER APPLICABLE EXEMPTION. THE PURCHASE AND HOLDING OF THIS SUBORDINATED NOTE, OR ANY INTEREST HEREIN, ARE NOT PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR SIMILAR LAWS. ANY PURCHASER OR HOLDER OF THIS SUBORDINATED NOTE OR ANY INTEREST HEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF THAT EITHER: (I) IT IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN TO WHICH TITLE I OF ERISA OR SECTION 4975 OF THE CODE IS APPLICABLE, A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, A NON-U.S. PLAN, OR A CHURCH PLAN, AS DEFINED IN SECTION 3(33) OF ERISA, NOT SUBJECT TO THE REQUIREMENTS OF ERISA OR SECTION 4975 OF THE CODE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER PLAN, OR ANY OTHER PERSON OR ENTITY USING THE “PLAN ASSETS” OF ANY SUCH PLAN OR OTHER PLAN TO FINANCE SUCH PURCHASE OR (III) SUCH PURCHASE OR HOLDING WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAWS.

4 ANY FIDUCIARY OF ANY PLAN WHO IS CONSIDERING THE ACQUISITION OF THIS SUBORDINATED NOTE OR ANY INTEREST HEREIN SHOULD CONSULT WITH HIS OR HER LEGAL COUNSEL PRIOR TO ACQUIRING THIS SUBORDINATED NOTE OR ANY INTEREST HEREIN.

5 No. 1 CUSIP: 063425AA0 ISIN: US063425AA03 BANK OF MARIN BANCORP 6.750% FIXED-TO-FLOATING RATE SUBORDINATED NOTE DUE DECEMBER 1, 2035 1. Subordinated Note. This Subordinated Note is one of an issue of notes of Bank of Marin Bancorp, a California corporation (the “Company”), designated as the “6.75% Fixed-to- Floating Rate Subordinated Note due December 1, 2035” (the “Subordinated Notes”). This Subordinated Note is issued pursuant to that certain Subordinated Note Purchase Agreement (the “Purchase Agreement”), dated as of the date upon which this Subordinated Note was originally issued (the “Issue Date”), by and between the Company and the purchaser(s) identified on the signature pages to the Purchase Agreement. 2. Payment. The Company, for value received, promises to pay to promises to pay to Cede & Co., or its registered assigns, the principal sum of Forty Five Million Dollars (U.S.) ($45,000,000), plus accrued but unpaid interest on December 1, 2035 (the “Maturity Date”) and to pay interest thereon (i) from and including the Issue Date to, but excluding, December 1, 2030 or the earlier redemption date contemplated by Section 4 (Redemption) of this Subordinated Note (the “Fixed Rate Period”), at the rate of 6.750% per annum, computed on the basis of a 360-day year consisting of twelve 30-day months and payable semi-annually in arrears on June 1 and December 1 of each year (each payment date, a “Fixed Interest Payment Date”), beginning on June 1, 2026, and (ii) from and including December 1, 2030 to, but excluding, the Maturity Date or earlier redemption date contemplated by Section 4 (Redemption) of this Subordinated Note (the “Floating Rate Period”), at the rate per annum, reset quarterly, equal to the Floating Interest Rate (as defined below) determined on the Floating Interest Determination Date (as defined below) of the applicable interest period plus 335 basis points, computed on the basis of a 360-day year and the actual number of days elapsed and payable quarterly in arrears on March 1, June 1, September 1 and December 1 of each year (each payment date, a “Floating Interest Payment Date”), beginning on March 1, 2031. Dollar amounts resulting from this calculation shall be rounded to the nearest cent, with one-half cent being rounded up. The term “Floating Interest Determination Date” means the date upon which the Floating Interest Rate is determined by the Calculation Agent (as defined herein) pursuant to the Three-Month Term SOFR Conventions (as defined herein). Any payment of principal of or interest on this Subordinated Note that would otherwise become due and payable on a day that is not a Business Day shall become due and payable on the next succeeding Business Day, with the same force and effect as if made on the date for payment of such principal or interest, and no interest will accrue in respect of such payment for the period after such day; provided, that in the event that any scheduled Floating Interest Payment Date falls on a day that is not a Business Day and the next succeeding Business Day falls in the next succeeding calendar month, such Floating Interest Payment Date will be accelerated to the immediately preceding Business Day, and, in each such case, the amounts payable on such Business Day will include interest accrued to, but excluding, such Business Day. Dollar amounts resulting from interest calculations will be rounded to the nearest cent, with one half cent being rounded upward. Notwithstanding anything to the contrary provided in this Subordinated Note or the Purchase Agreement, (i) in the event the

6 Three-Month Term SOFR (as defined herein) is less than zero, the Three-Month Term SOFR shall be deemed to be zero, and (ii) if a Benchmark Transition Event (as defined herein) and its related Benchmark Replacement Date (as defined herein) have occurred and the Benchmark Replacement (as defined herein) is less than zero, then the Benchmark Replacement shall be deemed to be zero. (a) The Company shall take such actions as are necessary to ensure that from the commencement of the Floating Rate Period for so long as any of the Subordinated Notes remain outstanding there will at all times be a Calculation Agent appointed to calculate Three-Month Term SOFR in respect of each Floating Rate Period. The calculation of Three-Month Term SOFR for each applicable Floating Rate Period by the Calculation Agent (as defined below) will (in the absence of manifest error) be final and binding. The Calculation Agent’s determination of any interest rate and its calculation of interest payments for any period will be maintained on file at the Calculation Agent’s principal offices, and will be made available to any Noteholder (as defined herein) upon request. The Calculation Agent may be removed by the Company at any time. If the Calculation Agent is unable or unwilling to act as Calculation Agent or is removed by the Company, the Company will promptly appoint a replacement Calculation Agent. The Calculation Agent may not resign its duties without a successor having been duly appointed; provided, that if a successor Calculation Agent has not been appointed by the Company and such successor accepted such position within thirty (30) calendar days after the giving of notice of resignation by the Calculation Agent, then the resigning Calculation Agent may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Calculation Agent with respect to such series. For the avoidance of doubt, if at any time there is no Calculation Agent appointed by the Company, then the Company shall be the Calculation Agent. (b) An “Interest Payment Date” is either a Fixed Interest Payment Date or a Floating Interest Payment Date, as applicable. (c) A “Floating Interest Period” means the period from, and including, each Floating Interest Payment Date to, but excluding, the next succeeding Floating Interest Payment Date, except for the initial Floating Interest Period, which will be the period from, and including, December 1, 2030 to, but excluding, the next succeeding Floating Interest Payment Date. (d) The “Floating Interest Rate” means: (i) initially Three-Month Term SOFR (as defined below); and (ii) notwithstanding the foregoing clause (i) of this Section 2(d): (1) If the Calculation Agent determines prior to the relevant Floating Interest Determination Date that a Benchmark Transition Event and its related Benchmark Replacement Date (each of such terms as defined below) have occurred with respect to Three- Month Term SOFR, then the Company shall promptly provide notice of such determination to the Noteholders and Section 2(e) (Effect of Benchmark Transition Event) will thereafter apply to all determinations, calculations and quotations made or obtained for the purposes of calculating the Floating Interest Rate payable on the Subordinated Notes during a relevant Floating Interest Period.

7 (2) However, if the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR, but for any reason the Benchmark Replacement has not been determined as of the relevant Floating Interest Determination Date, the Floating Interest Rate for the applicable Floating Interest Period will be equal to the Floating Interest Rate on the last Floating Interest Determination Date for the Subordinated Notes, as determined by the Calculation Agent. (e) Effect of Benchmark Transition Event. (i) If the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time (as defined below) in respect of any determination of the Benchmark (as defined below) on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Period in respect of such determination on such date and all determinations on all subsequent dates. (ii) In connection with the implementation of a Benchmark Replacement, the Calculation Agent will have the right to make Benchmark Replacement Conforming Changes from time to time, and such changes shall become effective without consent from the relevant Noteholders (as defined below) or any other party. (iii) The Calculation Agent is expressly authorized to make certain determinations, decisions and elections under the Subordinated Notes, including with respect to the use of Three-Month Term SOFR as the Benchmark under this Section 2(d). Any determination, decision or election that may be made by the Calculation Agent under the terms of the Subordinated Notes, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, and any decision to take or refrain from taking any action or any selection: (1) will be conclusive and binding absent manifest error; (2) if made by the Company as the Calculation Agent, will be made in the Company’s sole discretion; (3) if made by the Calculation Agent (other than the Company), will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4) notwithstanding anything to the contrary in this Subordinated Note or the Purchase Agreement, shall become effective without consent from the relevant Noteholders (as defined below) or any other party. (iv) If the Calculation Agent fails to make any determination, decision or election that it is required to make under the terms of the Subordinated Notes, then the Company will make such determination, decision or election on the same basis as described above.

8 (v) For the avoidance of doubt, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, interest payable on this Subordinated Note for the Floating Rate Period will be an annual rate equal to the sum of the applicable Benchmark Replacement and 335 basis points. (vi) If the then-current Benchmark is Three-Month Term SOFR, the Calculation Agent will have the right to establish the Three-Month Term SOFR Conventions, and if any of the foregoing provisions concerning the calculation of the interest rate and the payment of interest during the Floating Rate Period are inconsistent with any of the Three-Month Term SOFR Conventions determined by the Calculation Agent, then the relevant Three-Month Term SOFR Conventions will apply. (vii) As used in this Subordinated Note: (1) “Affiliate(s)” means, with respect to any Person, such Person’s immediate family members, partners, members or parent and Subsidiaries, and any other Person directly or indirectly controlling, controlled by, or under common control with said Person and their respective Affiliates. (2) “Benchmark” means, initially, Three-Month Term SOFR; provided that if the Calculation Agent determines on or prior to the Reference Time for any Floating Interest Period that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement for such Floating Interest Period and any subsequent Floating Interest Periods. (3) “Benchmark Replacement” means the Interpolated Benchmark with respect to the then-current Benchmark; provided that if (a) the Calculation Agent cannot determine the Interpolated Benchmark as of the Benchmark Replacement Date or (b) the then-current Benchmark is Three-Month Term SOFR and a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR (in which event no Interpolated Benchmark with respect to Three-Month Term SOFR shall be determined), then “Benchmark Replacement” means the first alternative set forth in the order below that can be determined by the Calculation Agent as of the Benchmark Replacement Date: a. the sum of (i) Compounded SOFR and (ii) the Benchmark Replacement Adjustment; b. the sum of: (i) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement for the then- current Benchmark for the applicable Corresponding Tenor and (ii) the Benchmark Replacement Adjustment; c. the sum of: (i) the ISDA Fallback Rate and (ii) the Benchmark Replacement Adjustment; and d. the sum of: (i) the alternate rate of interest that has been selected by the Calculation Agent as the replacement for the then-current Benchmark for the

9 applicable Corresponding Tenor giving due consideration to any industry-accepted rate of interest as a replacement for the then-current Benchmark for U.S. dollar denominated floating rate notes at such time and (ii) the Benchmark Replacement Adjustment. (4) “Benchmark Replacement Adjustment” means the first alternative set forth in the order below that can be determined by the Calculation Agent as of the Benchmark Replacement Date: a. the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement; b. if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment; or c. the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Calculation Agent giving due consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar denominated floating rate notes at such time. (5) “Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Floating Interest Period,” timing and frequency of determining rates with respect to each Floating Interest Period and making payments of interest, rounding of amounts or tenors, and other administrative matters) that the Calculation Agent decides may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market practice (or, if the Calculation Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Calculation Agent determines that no market practice for use of the Benchmark Replacement exists, in such other manner as the Calculation Agent determines is reasonably necessary). (6) “Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark: a. in the case of clause (a) of the definition of “Benchmark Transition Event,” the relevant Reference Time in respect of any determination; or b. in the case of clause (b) or (c) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of the Benchmark permanently or indefinitely ceases to provide the Benchmark; or c. in the case of clause (d) of the definition of “Benchmark Transition Event,” the date of such public statement or publication of information referenced therein.

10 For the avoidance of doubt, for purposes of the definitions of Benchmark Replacement Date and Benchmark Transition Event, references to the Benchmark also include any reference rate underlying the Benchmark (for example, if the Benchmark becomes Compounded SOFR, references to the Benchmark would include SOFR). For the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for purposes of such determination. (7) “Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark: a. if the Benchmark is Three-Month Term SOFR, (i) the Relevant Governmental Body has not selected or recommended a forward-looking term rate for a tenor of three months based on SOFR; (ii) the development of a forward-looking term rate for a tenor of three months based on SOFR that has been recommended or selected by the Relevant Governmental Body is not complete; or (iii) the Company determines that use of a forward-looking rate for a tenor of three months based on SOFR is not administratively feasible; b. a public statement or publication of information by or on behalf of the administrator of the Benchmark announcing that such administrator has ceased or will cease to provide the Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark; c. a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark, the central bank for the currency of the Benchmark, an insolvency official with jurisdiction over the administrator for the Benchmark, a resolution authority with jurisdiction over the administrator for the Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark, which states that the administrator of the Benchmark has ceased or will cease to provide the Benchmark permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark; or d. a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the Benchmark is no longer representative. (8) “Business Day” means any day that is not a Saturday or Sunday and that is not a day on which banks in the State of California are generally authorized or required by law or executive order to be closed. (9) “Calculation Agent” means the agent (which may be the Company or an Affiliate of the Company) appointed by the Company, in its sole discretion, to act as Calculation Agent for the Subordinated Notes prior to the commencement of the Floating Interest Period to act in accordance with Section 2 (Payment).

11 (10) “Compounded SOFR” means the compounded average of SOFRs for the applicable Corresponding Tenor, with the rate, or methodology for this rate, and conventions for this rate being established by the Calculation Agent in accordance with: a. the rate, or methodology for this rate and conventions for this rate selected or recommended by the Relevant Governmental Body for determining Compounded SOFR; provided that: b. if, and to the extent that, the Calculation Agent determines that Compounded SOFR cannot be determined in accordance with clause (a) above, then the rate, or methodology for this rate, and conventions for this rate that have been selected by the Calculation Agent giving due consideration to any industry-accepted market practice for U.S. dollar denominated floating rate notes at such time. For the avoidance of doubt, the calculation of Compounded SOFR will exclude the Benchmark Replacement Adjustment plus 335 basis points. (11) “control” (including the terms “controlling,” “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. (12) “Corresponding Tenor” with respect to a Benchmark Replacement means a tenor (including overnight) having approximately the same length (disregarding Business Day adjustment) as the applicable tenor for the then-current Benchmark. (13) “FRBNY” means the Federal Reserve Bank of New York. (14) “FRBNY’s Website” means the website of the FRBNY at http://www.newyorkfed.org, or any successor source. (15) “Interpolated Benchmark” with respect to the Benchmark means the rate determined for the Corresponding Tenor by interpolating on a linear basis between: (1) the Benchmark for the longest period (for which the Benchmark is available) that is shorter than the Corresponding Tenor and (2) the Benchmark for the shortest period (for which the Benchmark is available) that is longer than the Corresponding Tenor. (16) “ISDA” means the International Swaps and Derivatives Association, Inc. or any successor thereto. (17) “ISDA Definitions” means the 2006 ISDA Definitions published by the ISDA or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time. (18) “ISDA Fallback Adjustment” means the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark for the applicable tenor.

12 (19) “ISDA Fallback Rate” means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment. (20) “Noteholders” means the registered holders of the Subordinated Notes from time to time (and each, a “Noteholder”). (21) “Person” means an individual, a corporation (whether or not for profit), a partnership, a limited liability company, a joint venture, an association, a trust, an unincorporated organization, a government or any department or agency thereof (including a Governmental Agency (as such term is defined in the Purchase Agreement)) or any other entity or organization. (22) “Reference Time” with respect to any determination of the Benchmark means (a) if the Benchmark is Three-Month Term SOFR, the time determined by the Calculation Agent after giving effect to the Three-Month Term SOFR Conventions, and (b) if the Benchmark is not Three-Month Term SOFR, the time determined by the Calculation Agent after giving effect to the Benchmark Replacement Conforming Changes. (23) “Relevant Governmental Body” means the Board of Governors of the Federal Reserve System (the “Federal Reserve”) and/or the FRBNY, or a committee officially endorsed or convened by the Federal Reserve and/or the FRBNY or any successor thereto. (24) “SOFR” means the daily secured overnight financing rate published by the FRBNY, as the administrator of the Benchmark (or a successor administrator), on the FRBNY’s Website (or such successor’s website). (25) “Subsidiary” means with respect to any Person, any other Person in which a majority of the outstanding voting shares of Equity Interest (as such term is defined in the Purchase Agreement) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees or equivalent Person or body thereof, is directly or indirectly owned by such Person. (26) “Term SOFR” means the forward-looking term rate for the applicable Corresponding Tenor based on SOFR that has been selected or recommended by the Relevant Governmental Body. (27) “Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of Three-Month Term SOFR selected by the Calculation Agent in its reasonable discretion). (28) “Three-Month Term SOFR” means the rate for Term SOFR for a tenor of three months that is published by the Term SOFR Administrator at the Reference Time for any Floating Interest Period, as determined by the Calculation Agent after giving effect to the Three-Month Term SOFR Conventions. All percentages used in or resulting from any calculation of Three-Month Term SOFR shall be rounded, if necessary, to the nearest one-hundred- thousandth of a percentage point, with 0.000005% rounded up to 0.00001%.

13 (29) “Three-Month Term SOFR Conventions” means any determination, decision or election with respect to any technical, administrative or operational matter (including with respect to the manner and timing of the publication of Three-Month Term SOFR, or changes to the definition of “Floating Interest Period”, timing and frequency of determining Three-Month Term SOFR with respect to each Floating Interest Period and making payments of interest, rounding of amounts or tenors, and other administrative matters) that the Calculation Agent decides may be appropriate to reflect the use of Three-Month Term SOFR as the Benchmark in a manner substantially consistent with market practice (or, if the Calculation Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Calculation Agent determines that no market practice for the use of Three-Month Term SOFR exists, in such other manner as the Calculation Agent determines is reasonably necessary). (30) “Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment. 3. Subordination. (a) The indebtedness of the Company evidenced by this Subordinated Note, including the principal and interest on this Subordinated Note, shall be subordinate and junior in right of payment to the prior payment in full of all existing claims of creditors of the Company and depositors of any bank subsidiary of the Company, whether now outstanding or subsequently created, assumed, guaranteed or incurred (collectively, “Senior Indebtedness”), which shall consist of principal of (and premium, if any) and interest (including all interest accruing subsequent to the commencement of any bankruptcy or similar proceeding, whether or not a claim for post-petition interest is allowable as a claim in any such proceeding), if any, on: (i) all indebtedness, obligations and other liabilities for borrowed money (including obligations of the Company in respect of overdrafts, foreign exchange contracts, currency exchange agreements, interest rate protection agreements, and any loans or advances from banks, whether or not evidenced by notes or similar instruments); (ii) all indebtedness, obligations and other liabilities evidenced by bonds, debentures, securities, notes or other similar instruments; (iii) any deferred obligations or indebtedness of the Company for the payment of the purchase price of property or assets acquired other than in the ordinary course of business; (iv) all obligations, contingent or otherwise, of the Company in respect of any letters of credit, bankers’ acceptances, security purchase facilities and similar direct credit substitutes; (v) any capital lease obligations of the Company; (vi) all obligations of the Company in respect of interest rate swap, cap or other agreements, interest rate future or option contracts, currency swap agreements, currency future or option contracts, commodity contracts and other similar arrangements or derivative products; (vii) any obligation of the Company to its general creditors, as defined for purposes of the capital adequacy regulations of the Federal Reserve applicable to the Company, as the same may be amended or modified from time to time; (viii) all obligations that are similar to those in clauses (i) through (vi) of other Persons for the payment of which the Company is responsible or liable as obligor, guarantor or otherwise arising from an off-balance sheet guarantee; (ix) all obligations of the types referred to in clauses (i) through (vii) of other Persons secured by a lien on any property or asset of the Company, and (x) in the case of (i) through (ix) above, all amendments, renewals, extensions, modifications and refunds of such indebtedness and obligations; except “Senior Indebtedness” does not include (A) the Subordinated Notes, (B) any obligation that by its terms expressly is junior to, or ranks equally in right of payment with, the Subordinated Notes, or (C) any indebtedness between the Company

14 and any of its Subsidiaries or Affiliates. This Subordinated Note is not secured by any assets of the Company or any Subsidiary or Affiliate of the Company. (b) In the event of any liquidation of the Company, holders of Senior Indebtedness of the Company shall be entitled to be paid in full with such interest as may be provided by law before any payment shall be made on account of principal of or interest on this Subordinated Note. Additionally, in the event of any insolvency, dissolution, assignment for the benefit of creditors or any liquidation or winding up of or relating to the Company, whether voluntary or involuntary, holders of Senior Indebtedness shall be entitled to be paid in full before any payment shall be made on account of the principal of or interest on the Subordinated Notes, including this Subordinated Note. In the event of any such proceeding, after payment in full of all sums owing with respect to the Senior Indebtedness, the Noteholders, together with the holders of any obligations of the Company ranking on a parity with the Subordinated Notes, shall be entitled to be paid from the remaining assets of the Company the unpaid principal thereof, and the unpaid interest thereon before any payment or other distribution, whether in cash, property or otherwise, shall be made (i) with respect to any obligation that by its terms expressly is junior to in the right of payment to the Subordinated Notes, (ii) with respect to any indebtedness between the Company and any of its Subsidiaries or Affiliates, or (iii) on account of any capital stock. (c) If there shall have occurred and be continuing (i) a default in any payment with respect to any Senior Indebtedness or (ii) an event of default with respect to any Senior Indebtedness as a result of which the maturity thereof is accelerated, unless and until such payment default or event of default shall have been cured or waived or shall have ceased to exist, no payments shall be made by the Company with respect to the Subordinated Notes, notwithstanding the provisions of Section 18 (Absolute and Unconditional Obligation of the Company) hereof. The provisions of this paragraph shall not apply to any payment with respect to which Section 3(b) above would be applicable. (d) Nothing herein shall act to prohibit, limit or impede the Company from issuing additional debt of the Company having the same rank as the Subordinated Notes or which may be junior or senior in rank to the Subordinated Notes. Each Noteholder, by its acceptance hereof, agrees to and shall be bound by the provisions of this Section 3. Each Noteholder, by its acceptance hereof, further acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration for each holder of any Senior Indebtedness, whether such Senior Indebtedness was created or acquired before or after the issuance of the Subordinated Notes, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness, and such holder of Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold or in continuing to hold such Senior Indebtedness. 4. Redemption. (a) Redemption Prior to Fifth Anniversary. This Subordinated Note shall not be redeemable by the Company in whole or in part prior to the fifth anniversary of the Issue Date, except in the event of: (i) a Tier 2 Capital Event (as defined herein); (ii) a Tax Event (as defined herein); or (iii) an Investment Company Event (as defined herein). Upon the occurrence of a Tier 2 Capital Event, a Tax Event or an Investment Company Event, the Company may redeem this

15 Subordinated Note, subject to Section 4(f) (Regulatory Approvals) hereof, in whole, but not in part, at any time, upon giving not less than ten (10) calendar days’ notice to the Noteholders at an amount equal to 100% of the outstanding principal amount being redeemed plus accrued and unpaid interest, to but excluding the redemption date. “Tier 2 Capital Event” means the receipt by the Company of an opinion of counsel to the effect that as a result of (a) any amendment to, or change (including any announced prospective change) in, the laws or any regulations thereunder of the United States or any rules, guidelines or policies of an applicable regulatory authority for the Company or (b) any official administrative pronouncement or judicial decision interpreting or applying such laws or regulations, which amendment or change is effective or which pronouncement or decision is announced on or after the date of original issuance of this Subordinated Note, the Subordinated Notes do not constitute, or within 90 days of the date of such opinion will not constitute, Tier 2 Capital (as defined in the Purchase Agreement) (or its equivalent if the Company were subject to such capital requirement) for purposes of capital adequacy guidelines of the Federal Reserve (or any successor regulatory authority with jurisdiction over bank holding companies), as then in effect and applicable to the Company that would preclude the Subordinated Notes from being included as Tier 2 Capital. “Tax Event” means the receipt by the Company of an opinion of counsel to the effect that, as a result of (a) an amendment to, or change (including any announced prospective change) in, the laws or any regulations of the United States or any political subdivision or taxing authority, or (b) any official administrative pronouncement or judicial decision interpreting or applying such laws or regulations, which change or amendment becomes effective or which pronouncement or decision is announced on or after the date of the issuance of this Subordinated Note, there is more than an insubstantial risk that the interest payable on the Subordinated Notes is not, or within 120 calendar days after the receipt of such opinion will not be, deductible by the Company, in whole or in part, for United States federal income tax purposes. “Investment Company Event” means the receipt by the Company of an opinion of independent counsel to the Company to the effect that there exists a material risk that the Company is or, within one hundred twenty (120) calendar days after the receipt of such opinion will be, required to register as an investment company pursuant to the Investment Company Act of 1940, as amended. (b) Redemption on or after Fifth Anniversary. On any scheduled Interest Payment Date on or after the fifth anniversary of the Issue Date, subject to the provisions of Section 4(f) (Regulatory Approvals) hereof, this Subordinated Note shall be redeemable at the option of and by the Company, in whole or in part at an amount equal to 100% of the outstanding principal amount being redeemed plus accrued but unpaid interest, to but excluding the redemption date, but in all cases in a principal amount with integral multiples of $1,000. In addition, on or after the fifth anniversary of the Issue Date, subject to Section 4(f) (Regulatory Approvals), the Company may redeem all or a portion of the Subordinated Notes, at any time upon the occurrence of a Tier 2 Capital Event, Tax Event or an Investment Company Event. In the case of any redemption of this Subordinated Note pursuant to this Section 4(b), the Company will give the Noteholder notice of redemption, which notice shall indicate the aggregate principal amount plus accrued but unpaid interest thereon if any, of Subordinated Notes to be redeemed, not less than ten (10) nor more than forty-five (45) calendar days prior to the proposed redemption date. (c) Partial Redemption. If less than the then outstanding principal amount of this Subordinated Note is redeemed, (i) a new Subordinated Note shall be issued representing the unredeemed portion without charge to the applicable Noteholder and (ii) such redemption shall be

16 effected on a pro rata basis as to the Noteholders, and if the Subordinated Notes are represented by Global Subordinated Notes held by DTC and such redemption is processed through DTC, such partial redemptions will be processed through the DTC, in accordance with its rules and procedures, as a Pro Rata Pass-Through Distribution of Principal. For purposes of clarity, upon a partial redemption, a like percentage of the principal amount of every Subordinated Note held by every Noteholder shall be redeemed. (d) No Redemption at Option of Noteholder. This Subordinated Note is not subject to redemption at the option of any Noteholder. (e) Effectiveness of Redemption. If notice of redemption has been duly given and notwithstanding that this Subordinated Note has been called for redemption but has not yet been surrendered for cancellation, on and after the date fixed for redemption interest shall cease to accrue on the portion of this Subordinated Note called for redemption; this Subordinated Note shall no longer be deemed outstanding with respect to the portion called for redemption and all rights with respect to the portion of this Subordinated Note called for redemption shall forthwith on such date fixed for redemption cease and terminate unless the Company shall default in the payment of the redemption price, subject only to the right of the Noteholder to receive the amount payable on such redemption, without interest. (f) Regulatory Approvals. Any such redemption shall be subject to receipt of any and all required federal and state regulatory approvals or non-objections, as applicable, including, but not limited to, the consent of the Federal Reserve to the extent then required by applicable law. (g) Purchase and Resale of the Subordinated Notes. Subject to any required federal and state regulatory approvals or non-objections, as the case may be, and the provisions of this Subordinated Note, the Company shall have the right to purchase any of the Subordinated Notes at any time in the open market, private transactions or otherwise. If the Company purchases any Subordinated Notes, it may, in its discretion, hold, resell or cancel any of the purchased Subordinated Notes. 5. Events of Default; Acceleration. Each of the following events shall constitute an “Event of Default”: (a) the entry of a decree or order for relief in respect of the Company by a court having jurisdiction in the premises in an involuntary case or proceeding under any applicable bankruptcy, insolvency, or reorganization law, now or hereafter in effect of the United States or any political subdivision thereof, and such decree or order will have continued unstayed and in effect for a period of ninety (90) consecutive calendar days; (b) the commencement by the Company of a voluntary case under any applicable bankruptcy, insolvency or reorganization law, now or hereafter in effect of the United States or any political subdivision thereof, or the consent by the Company to the entry of a decree or order for relief in an involuntary case or proceeding under any such law; (c) the Company (i) becomes insolvent or is unable to pay its debts as they mature; (ii) makes an assignment for the benefit of creditors; (iii) admits in writing its inability to pay its debts

17 as they mature; or (iv) ceases to be a bank holding company or financial holding company under the Bank Holding Company Act of 1956, as amended; (d) the failure of the Company to pay any installment of interest on any of the Subordinated Notes as and when the same will become due and payable, and the continuation of such failure for a period of fifteen (15) calendar days; (e) the failure of the Company to pay all or any part of the principal of any of the Subordinated Notes as and when the same will become due and payable; (f) the liquidation of the Company (for the avoidance of doubt, “liquidation” does not include any merger, consolidation, sale of equity or assets or reorganization (exclusive of a reorganization in bankruptcy) of the Company or any of its Subsidiaries); (g) the failure of the Company to perform any other covenant or agreement on the part of the Company contained in the Subordinated Notes, and the continuation of such failure for a period of thirty (30) calendar days after the date on which notice specifying such failure, stating that such notice is a “Notice of Default” hereunder and demanding that the Company remedy the same, will have been given, in the manner set forth in Section 22 (Notices), to the Company by a Noteholder; and (h) the default by the Company under any bond, debenture, note or other evidence of indebtedness for money borrowed by the Company having an aggregate principal amount outstanding of at least $10,000,000, whether such indebtedness now exists or is created or incurred in the future, which default (i) constitutes a failure to pay any portion of the principal of such indebtedness when due and payable after the expiration of any applicable grace period or (ii) results in such indebtedness becoming due or being declared due and payable prior to the date on which it otherwise would have become due and payable without, in the case of clause (i), such indebtedness having been discharged or, in the case of clause (ii), such indebtedness having been discharged or such acceleration having been rescinded or annulled. Unless the principal amount of this Subordinated Note already shall have become due and payable, if an Event of Default set forth in Section 5(a) or Section 5(b) shall have occurred and be continuing, Noteholders holding not less than twenty percent (20%) in aggregate principal amount of the Subordinated Notes at the time outstanding, by notice in writing to the Company, may declare the principal amount of all outstanding Subordinated Notes to be due and payable immediately and, upon any such declaration, the same shall become and shall be immediately due and payable. The Company waives demand, presentment for payment, notice of nonpayment, notice of protest, and all other notices. Notwithstanding the foregoing, because the Company will treat the Subordinated Notes as Tier 2 Capital, upon the occurrence of an Event of Default other than an Event of Default described in Section 5(a) or Section 5(b), the Noteholders may not accelerate the Maturity Date of the Subordinated Notes and make the principal of, and any accrued and unpaid interest on, the Subordinated Notes, immediately due and payable. The Company, within thirty (30) calendar days after the receipt of written notice from any Noteholder of the occurrence of an Event of Default with respect to this Subordinated Note, shall mail to all Noteholders, at their addresses shown on the Security Register (as defined in Section 14 (Registration of Transfer, Security Register) below), such written notice of Event of Default,

18 unless such Event of Default shall have been cured or waived before the giving of such notice as certified by the Company in writing to the Noteholder or Noteholders who provided written notice of such Event of Default. 6. Failure to Make Payments. In the event of any failure by the Company to make any required payment of principal or interest on this Subordinated Note (and in the case of payment of interest, such failure to pay shall have continued for fifteen (15) calendar days), the Company will, upon demand of the Noteholders, pay to the Noteholders the amount then due and payable on this Subordinated Note for principal and interest (without acceleration of the Subordinated Note in any manner), with interest on the overdue principal and interest at the rate per annum borne by the Subordinated Note, to the extent permitted by applicable law. If the Company fails to pay such amount upon such demand, the Noteholders may, among other things, institute a judicial proceeding for the collection of the sums so due and unpaid and such amount as shall be sufficient to cover the reasonable costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Noteholder, its agents and counsel, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company and collect the amounts adjudged or decreed to be payable in the manner provided by law out of the property of the Company. Upon the occurrence of a failure by the Company to make any required payment of principal or interest on this Subordinated Note, or an Event of Default until such Event of Default is cured by the Company, or waived by the Noteholders in accordance with Section 17 (Waiver and Consent) hereof, except as may be required by any federal or state bank regulatory agency, the Company shall not: (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company’s capital stock; (b) make any payment of principal or interest or premium, if any, on or repay, repurchase or redeem any indebtedness of the Company that ranks equal with or junior to the Subordinated Notes; or (c) make any payments under any guarantee of indebtedness, which guarantee ranks equal with or junior to the Subordinated Notes, other than (i) any dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, any class of the Company’s common stock; (ii) any declaration of a non-cash dividend in connection with the implementation of a shareholders’ rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto; (iii) as a result of a reclassification of the Company’s capital stock or the exchange or conversion of one class or series of the Company’s capital stock for another class or series of the Company’s capital stock; (iv) the purchase of fractional interests in shares of the Company’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; or (v) purchases of any class of the Company’s common stock related to the issuance of common stock or rights under any benefit plans for the Company’s directors, officers or employees or any of the Company’s dividend reinvestment plans (including, without limitation, any repurchases or acquisitions in connection with the forfeiture of any stock award, cashless or net exercise of any option, or acceptance of common stock in lieu of an award recipient’s tax obligation under any equity award) (the foregoing clauses (i) through (v) are collectively referred to as the “Permitted Dividends”).

19 7. Affirmative Covenants of the Company. (a) Notice of Certain Events. To the extent permitted by applicable statute, rule or regulation, the Company shall provide written notice to the Noteholder of the occurrence of any of the following events as soon as practicable, but in no event later than fifteen (15) calendar days following the Company becoming aware of the occurrence of such event: (i) The total risk-based capital ratio, Tier 1 risk-based capital ratio, common equity Tier 1 risk-based capital ratio or leverage ratio of the Company (but only to the extent the Company is required to measure and report such ratios on a consolidated basis under applicable law) or any of the Company’s banking Subsidiaries becomes less than eight percent (8.0%), six percent (6.0%), four and one-half percent (4.5%) or four percent (4.0%), respectively, as of the end of any fiscal quarter; (ii) The Company, or any of the Company’s subsidiaries, or any officer of the Company (in such capacity), becomes subject to any formal, public, written regulatory enforcement action (as defined by the applicable state or federal bank regulatory authority); (iii) The ratio of non-performing assets to total assets of the Company on a consolidated basis as of the end of any fiscal quarter, as calculated by the Company in the ordinary course of business and consistent with past practices, becomes greater than five percent (5.0%); (iv) The appointment, resignation, removal or termination of the chief executive officer, president, chief operating officer, chief financial officer, chief credit officer, chief lending officer or any director of the Company or a Bank; or (v) There is a change in ownership of 25.0% or more of the outstanding securities of the Company entitled to vote for the election of directors. (b) Payment of Principal, any Premium, and Interest. The Company covenants and agrees for the benefit of the Noteholders that it will duly and punctually pay the principal of, and any premium (if any) or interest on, this Subordinated Note, in accordance with the terms hereof. (c) Maintenance of Office. The Company will maintain an office or agency in the State of California, unless the Company has provided due notice to the Noteholders of such change in office or agency location, where the Subordinated Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Subordinated Notes may be served. The Company may also from time to time designate one or more other offices or agencies where the Subordinated Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided that no such designation or rescission will in any manner relieve the Company of its obligation to maintain an office or agency in Novato, California unless the Company has provided due notice to the Noteholders of such change in office or agency location. The Company will give prompt written notice to the Noteholders of any such designation or rescission and of any change in the location of any such other office or agency. (d) Corporate Existence. The Company will do or cause to be done all things necessary to preserve and keep in full force and effect: (i) the corporate existence of the Company; (ii) the

20 existence (corporate or other) of each Subsidiary of the Company; and (iii) the rights (constituent governing documents and statutory), licenses and franchises of the Company and each of its Subsidiaries; provided, however, that the Company will not be required to preserve the existence (corporate or other) of any of its subsidiaries or any such right, license or franchise of the Company or any of its Subsidiaries if the Board of Directors of the Company determines that the preservation thereof is no longer desirable in the conduct of the business of the Company and each of its Subsidiaries taken as a whole and that the loss thereof will not be disadvantageous in any material respect to the Noteholders. (e) Maintenance of Properties. The Company will, and will cause each Subsidiary to, cause all its properties used or useful in the conduct of its business to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that nothing in this Section will prevent the Company or any of its Subsidiaries from discontinuing the operation and maintenance of any of their respective properties if such discontinuance is, in the judgment of the Board of Directors of the Company or any of its Subsidiaries, as the case may be, desirable in the conduct of its business, or as required by any state or federal regulatory authority. (f) Compliance Certificate. The Company will deliver to the Noteholders, within 120 calendar days after the end of each fiscal year, an Officer’s Certificate covering the preceding fiscal year, stating whether or not, to the best of his or her knowledge, the Company is in default in the performance and observance of any of the terms, provisions and conditions of this Subordinated Note (without regard to notice requirements or periods of grace) and if the Company will be in default, specifying all such defaults and the nature and status thereof of which he or she may have knowledge. (g) Tier 2 Capital. Whether or not the Company is subject to consolidated capital requirements under applicable regulations of the Federal Reserve, if all or any portion of the Subordinated Notes ceases to be eligible, or there is a material risk that the Subordinated Note will cease to be eligible, to qualify as Tier 2 Capital, other than due to the limitation imposed on the capital treatment of subordinated debt during the five (5) years immediately preceding the Maturity Date of the Subordinated Notes, the Company will promptly notify the Noteholder and thereafter, subject to the Company’s right to redeem the Subordinated Notes under such circumstances pursuant to the terms of the Subordinated Notes, if requested by the Company, the Company and the Noteholder will work together in good faith to execute and deliver all agreements as reasonably necessary in order to restructure the applicable portions of the obligations evidenced by the Subordinated Notes to be eligible to qualify as Tier 2 Capital; provided, however, that nothing contained in this Section 7(g) shall limit the Company’s right to redeem the Subordinated Notes upon the occurrence of a Tier 2 Capital Event pursuant to Section 4(a) (Redemption Prior to Fifth Anniversary) or Section 4(b) (Redemption on or after Fifth Anniversary). (h) Compliance with Laws. The Company shall comply with the requirements of all laws, regulations, orders and decrees applicable to it or its properties, except for such

21 noncompliance that would not reasonably be expected to have a Material Adverse Effect (as such term is defined in the Purchase Agreement). (i) Taxes and Assessments. The Company will, and will cause each of its Subsidiaries to, promptly pay and discharge all material taxes, assessments and governmental charges or levies imposed upon it, its income and profits, or any of its property, before the same shall become in default, as well as all lawful claims for labor, materials and supplies, which amounts if unpaid, might become a material lien or charge upon such properties or any part thereof. However, the Company or such Subsidiary shall not be required to pay and discharge any such tax, assessment, charge, levy or claim so long as the validity thereof shall be contested in good faith by appropriate proceedings and the Company or such Subsidiary, as the case may be, shall set aside on its books adequate reserves with respect to any such tax, assessment, charge, levy or claim so contested. (j) Financial Statements; Access to Records. (i) No later than forty-five (45) calendar days following the end of each fiscal quarter, upon request, the Company shall provide the Noteholders, to the extent not publicly filed with a government entity, with a copy of the Company’s unaudited parent company only balance sheet and statement of income (loss) and the Company’s unaudited consolidated balance sheet and statement of income (loss), each for and as of the end of such immediately preceding fiscal quarter. Quarterly financial statements, if required herein, shall be unaudited and need not comply with GAAP. (ii) No later than ninety (90) calendar days from the end of each fiscal year (or, if the Company’s auditors have not yet then issued the auditor’s report, promptly following the issuance of such report), upon request, the Company shall provide the Noteholder, to the extent not publicly filed with a government entity, with copies of the Company’s audited financial statements consisting of the consolidated balance sheet of the Company as of the fiscal year end and the related statements of income (loss) and retained earnings, stockholders’ equity and cash flows for the fiscal year then ended. Such financial statements shall be prepared in accordance with GAAP applied on a consistent basis throughout the period involved. In addition to the foregoing Sections 7(j)(i) and (ii), the Company agrees to furnish to any Noteholder, upon written request, with such financial and business information of the Company and Bank of Marin (the “Bank”) as such Noteholder may reasonably request as may be reasonably necessary or advisable to allow such Noteholder to confirm compliance by the Company with this Subordinated Note. Notwithstanding the foregoing, a Noteholder may only make the requests contemplated under this Section 7(j)(iii) no more than twice per calendar year. 8. Negative Covenants of the Company. (a) Limitation on Dividends. The Company shall not declare or pay any dividend or make any distribution on capital stock or other equity securities of any kind of the Company if the Company is not “well capitalized” for regulatory purposes immediately prior to the declaration of such dividend or distribution, except for Permitted Dividends. (b) Merger or Sale of Assets. The Company shall not merge into another entity, or convey, transfer or lease all or substantially all of its properties and assets to any Person, unless:

22 (i) the continuing entity into which the Company is merged or the Person which acquires by conveyance or transfer or which leases all or substantially all of the properties and assets of the Company shall be a corporation, association or other legal entity organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and expressly assumes the due and punctual payment of the principal of and any premium and interest on the Subordinated Notes according to their terms, and the due and punctual performance of all covenants and conditions hereof on the part of the Company to be performed or observed; and (ii) immediately after giving effect to such transaction, no Event of Default (as defined above), and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing. (c) Change in Bank Control. The Company shall not effect a Change in Bank Control. “Change in Bank Control” means the sale, transfer, lease or conveyance by the Company, or an issuance of stock by the Bank, in either case resulting in ownership by the Company of securities that provides it with less than 80% of the Bank’s outstanding voting equity securities, calculated on the basis of voting power; provided, that, a merger of the Company or the conveyance, transfer or lease of all or substantially all of the Company’s properties and assets shall not constitute a Change in Bank Control so long as the Company satisfies the conditions set forth in Section 8(b). 9. [Global Subordinated Notes. (a) The Company shall use its commercially reasonable efforts to provide that the Subordinated Notes owned by Noteholders that are “qualified institutional buyers” (as defined in Rule 144A of the Securities Act) shall be issued in the form of one or more Global Subordinated Notes (each a “Global Subordinated Note”) registered in the name of DTC or another organization registered as a clearing agency under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and designated as Depositary by the Company or any successor thereto (the “Depositary”) or a nominee thereof and delivered to such Depositary or a nominee thereof. (b) Notwithstanding any other provision herein, no Global Subordinated Note may be exchanged in whole or in part for Subordinated Notes registered, and no transfer of a Global Subordinated Note in whole or in part may be registered, in the name of any person other than the Depositary for such Global Subordinated Note or a nominee thereof unless (i) such Depositary advises the Company in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Subordinated Note, and no qualified successor is appointed by the Company within ninety (90) calendar days of receipt by the Company of such notice; (ii) such Depositary ceases to be a clearing agency registered under the Exchange Act and no successor is appointed by the Company within ninety (90) calendar days after obtaining knowledge of such event; (iii) the Company elects to terminate the book-entry system through the Depositary; or (iv) an Event of Default shall have occurred and be continuing. Upon the occurrence of any event specified in clause (i), (ii), (iii) or (iv) of this Section 9(b), the Company or its agent shall notify the Depositary and instruct the Depositary to notify all owners of beneficial interests in such Global Subordinated Note of the occurrence of such event and of the availability of Subordinated Notes to such owners of beneficial interests requesting the same.

23 (c) If any Global Subordinated Note is to be exchanged for other Subordinated Notes or canceled in part, or if another Subordinated Note is to be exchanged in whole or in part for a beneficial interest in any Global Subordinated Note, then either (i) such Global Subordinated Note shall be so surrendered for exchange or cancellation as provided in this Section 9 or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the principal amount of such other Subordinated Note to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Company or, if applicable, the Company’s registrar and transfer agent (“Registrar”), whereupon the Company or, if applicable, the Registrar, in accordance with the applicable rules and procedures of the Depositary (“Applicable Depositary Procedures”), shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Subordinated Note by the Depositary, accompanied by registration instructions, the Company shall execute and deliver any Subordinated Notes issuable in exchange for such Global Subordinated Note (or any portion thereof) in accordance with the instructions of the Depositary. (d) Every Subordinated Note executed and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Subordinated Note or any portion thereof shall be executed and delivered in the form of, and shall be, a Global Subordinated Note, unless such Subordinated Note is registered in the name of a person other than the Depositary for such Global Subordinated Note or a nominee thereof. (e) The Depositary or its nominee, as the registered owner of a Global Subordinated Note, shall be the holder of such Global Subordinated Note for all purposes under this Subordinated Note, and owners of beneficial interests in a Global Subordinated Note shall hold such interests pursuant to Applicable Depositary Procedures. Accordingly, any such owner’s beneficial interest in a Global Subordinated Note shall be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Depositary participants. If applicable, the Registrar shall be entitled to deal with the Depositary for all purposes relating to a Global Subordinated Note (including the payment of principal and interest thereon and the giving of instructions or directions by owners of beneficial interests therein and the giving of notices) as the sole holder of the Subordinated Note and shall have no obligations to the owners of beneficial interests therein. The Registrar shall have no liability in respect of any transfers effected by the Depositary. (f) The rights of owners of beneficial interests in a Global Subordinated Note shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such owners and the Depositary and/or its participants. (g) No holder of any beneficial interest in any Global Subordinated Note held on its behalf by a Depositary shall have any rights with respect to such Global Subordinated Note, and such Depositary may be treated by the Company and any agent of the Company as the owner of such Global Subordinated Note for all purposes whatsoever. Neither the Company nor any agent of the Company will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Subordinated Note or maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the foregoing, nothing herein shall prevent the Company or any agent of the

24 Company from giving effect to any written certification, proxy or other authorization furnished by a Depositary or impair, as between a Depositary and such holders of beneficial interests, the operation of customary practices governing the exercise of the rights of the Depositary (or its nominee) as holder of any Subordinated Note. (h) The Company, within fifteen (15) calendar days after the receipt of written notice from the Noteholder or any other holder of the Subordinated Notes of the occurrence of an Event of Default with respect to this Subordinated Note, shall notify all the Noteholders, at their addresses shown on the Security Register (as defined herein), such written notice of Event of Default, unless such Event of Default shall have been cured or waived before the giving of such notice as certified by the Company in writing.]4 [Intentionally omitted]5 10. Denominations. The Subordinated Notes are issuable only in registered form without interest coupons in minimum denominations of $250,000 and integral multiples of $1,000 in excess thereof. 11. Charges and Transfer Taxes. No service charge will be made for any registration of transfer or exchange of this Subordinated Note, or any redemption or repayment of the Subordinated Note, or any conversion or exchange of this Subordinated Note for other types of securities or property, but the Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges that may be imposed in connection with the transfer or exchange of this Subordinated Note from the Noteholder requesting such transfer or exchange. 12. Payment Procedures. (a) Payments of the principal and interest payable on the Maturity Date will be made by (i) check mailed to the registered Noteholder, as such person’s address appears on the Security Register (as defined herein), or (ii) wire transfer or Automated Clearing House (ACH) transfer in immediately available funds to a bank account in the United States designated by the Noteholder if such Noteholder shall have previously provided wire or ACH instructions to the Company, upon presentation and surrender of this Subordinated Note at the Payment Office (as defined herein) or at such other place or places as the Company shall designate by notice to the Noteholders as the Payment Office, provided that this Subordinated Note is presented to the Company in time for the Company to make such payments in such funds in accordance with its normal procedures. Payments of interest (other than interest payable on the Maturity Date) shall be made by (x) check mailed to the registered Noteholder, as such person’s address appears on the Security Register (as defined herein) or (y) wire transfer or ACH transfer in immediately available funds to an account at an institution in the United States designated by such Noteholder, if such Noteholder shall have previously provided wire or ACH instructions to the Company. (b) Interest payable on any Interest Payment Date shall be payable to the Noteholder in whose name this Subordinated Note is registered at the close of business on the fifteenth (15th) calendar day prior to the applicable Interest Payment Date, without regard to whether such date is a Business Day, except that interest not paid on the Interest Payment Date, if any, will be paid to the Noteholder in whose name this Subordinated Note is registered at the close of business on a 4 NTD: To be deleted for definitive Subordinated Notes issued to accredited investors who are not QIBs. 5 NTD: To be *inserted* for definitive Subordinated Notes issued to accredited investors who are not QIBs

25 special record date fixed by the Company (a “Special Record Date”), notice of which shall be given to the Noteholder not less than ten (10) calendar days prior to such Special Record Date. (c) To the extent permitted by applicable law, interest shall accrue, at the rate at which interest accrues on the principal of this Subordinated Note, on any amount of principal or interest on this Subordinated Note not paid when due. All payments on this Subordinated Note shall be applied first against interest due hereunder; and then against principal due hereunder. The Noteholder acknowledges and agrees that the payment of all or any portion of the outstanding principal amount of this Subordinated Note and all interest hereon shall be pari passu in right of payment and in all other respects to the other Subordinated Notes. In the event that the Noteholder receives payments in excess of its pro rata share of the Company’s payments to the Noteholders of all of the Subordinated Notes, then the Noteholder shall hold in trust all such excess payments for the benefit of the holders of the other Subordinated Notes and shall pay such amounts held in trust to such other Noteholders upon demand by such Noteholders. 13. Form of Payment. Payments of principal of and interest on this Subordinated Note shall be made in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts. 14. Registration of Transfer, Security Register. Except as otherwise provided herein, or in the Purchase Agreement, and subject to limitations set forth under applicable state and federal securities laws, this Subordinated Note is transferable in whole or in part, and may be exchanged for a like aggregate principal amount of Subordinated Notes of other authorized denominations, by the Noteholder in person, or by its attorney duly authorized in writing, at the Payment Office or, if applicable, the Company’s registrar and transfer agent (the “Registrar”). The Company or, if applicable, the Registrar, shall maintain a register providing for the registration of the Subordinated Notes and any exchange or transfer thereof (the “Security Register”). Upon surrender or presentation of the Subordinated Note for exchange or registration of transfer, the Company, or the Registrar, as the case may be, shall execute and deliver in exchange therefor a Subordinated Note or Subordinated Notes of like aggregate principal amount, each in a minimum denomination of $250,000 or any amount in excess thereof which is an integral multiple of $1,000 (and, in the absence of an opinion of counsel satisfactory to the Company to the contrary, bearing the restrictive legend(s) set forth hereinabove) and that is or are registered in such name or names requested by the Noteholder. Any Subordinated Note presented or surrendered for registration of transfer or for exchange shall be duly endorsed and accompanied by a written instrument of transfer in such form as is attached hereto and incorporated herein, duly executed by the Noteholder or its attorney duly authorized in writing, with such tax identification number or other information for each person in whose name a Subordinated Note is to be issued, and accompanied by evidence of compliance with any restrictive legend(s) appearing on such Subordinated Note or Subordinated Notes as the Company may reasonably request to comply with applicable law. No exchange or registration of transfer of this Subordinated Note shall be made on or after (i) the fifteenth (15th) calendar day immediately preceding the Maturity Date or (ii) the due delivery of notice of redemption. 15. Priority. The Subordinated Notes rank pari passu among themselves and, in the event of any insolvency proceeding, dissolution, assignment for the benefit of creditors, reorganization, restructuring of debt, marshaling of assets and liabilities or similar proceeding or

26 any liquidation or winding up of the Company, pari passu with all other present or future unsecured subordinated debt obligations of the Company, except any unsecured subordinated debt that, pursuant to its express terms, is senior or subordinate in right of payment to the Subordinated Notes (including all Senior Indebtedness). 16. Ownership. Prior to due presentment of this Subordinated Note for registration of transfer, the Company may treat the Noteholder in whose name this Subordinated Note is registered in the Security Register as the absolute owner of this Subordinated Note for receiving payments of principal and interest on this Subordinated Note and for all other purposes whatsoever, whether or not this Subordinated Note be overdue, and the Company shall not be affected by any notice to the contrary. 17. Waiver and Consent. (a) This Subordinated Note may be amended or waived pursuant to, and in accordance with, the provisions set forth herein and as set forth in Section 7.3 of the Purchase Agreement. Any such consent or waiver given by the Noteholders or otherwise in accordance with the terms hereof shall be conclusive and binding upon such Noteholder and upon all subsequent holders of this Subordinated Note and of any Subordinated Note issued upon the registration of transfer hereof or in exchange therefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Subordinated Note. No delay or omission of the Noteholder to exercise any right or remedy accruing upon any Event of Default shall impair such right or remedy or constitute a waiver of any such Event of Default. Any insured depository institution which shall be a Noteholder or which otherwise shall have any beneficial ownership interest in this Subordinated Note shall, by its acceptance of this Subordinated Note (or beneficial interest therein), be deemed to have waived any right of offset with respect to the repayment of the indebtedness evidenced thereby. (b) No waiver or amendment of any term, provision, condition, covenant or agreement in the Subordinated Notes shall be effective except with the consent of the Noteholders holding more than fifty percent (50%) in aggregate principal amount (excluding any Subordinated Notes held by the Company or any of its Affiliates) of the Subordinated Notes at the time outstanding; provided, however, that without the consent of each Noteholder of an affected Subordinated Note, no such amendment or waiver may: (i) reduce the principal amount of such Subordinated Note; (ii) reduce the rate of or change the time for payment of interest on such Subordinated Note; (iii) extend the maturity of any Subordinated Note; (iv) change the currency in which payment of the obligations of the Company under the Subordinated Notes are to be made; (v) lower the percentage of aggregate principal amount of outstanding Subordinated Notes required to approve any amendments of the Subordinated Notes; (vi) make any changes to Section 5 (Events of Default; Acceleration); Section 6 (Failure to Make Payments); Section 7 (Affirmative Covenants of the Company); Section 8 (Negative Covenants of the Company); Section 15 (Priority) or Section 17 (Waiver and Consent) of the Subordinated Notes that adversely affects the rights of any Noteholder; or (vii) disproportionately affect any of the Noteholders of the then outstanding Subordinated Notes. Notwithstanding the foregoing, the Company may amend or supplement the Subordinated Notes without the consent of the Noteholders to cure any ambiguity, defect or inconsistency or to provide for uncertificated Subordinated Notes in addition to or in place of certificated Subordinated Notes, or to make any change that does not adversely affect the rights of any Noteholder of any of the Subordinated Notes. No failure to exercise or delay in exercising,

27 by any Noteholder of the Subordinated Notes, of any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right or remedy provided by law, except as restricted hereby. The rights and remedies provided in this Subordinated Note are cumulative and not exclusive of any right or remedy provided by law or equity. No notice or demand on the Company in any case shall, in itself, entitle the Company to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Noteholders to any other or further action in any circumstances without notice or demand. No consent or waiver, express or implied, by the Noteholders to or of any breach or default by the Company in the performance of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance of the same or any other obligations of the Company hereunder. Failure on the part of the Noteholders to complain of any acts or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by the Noteholders of their rights hereunder or impair any rights, powers or remedies on account of any breach or default by the Company. 18. Absolute and Unconditional Obligation of the Company. No provisions of the Subordinated Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal and interest on this Subordinated Note at the times, places and rate, and in the coin or currency, herein prescribed. 19. Successors and Assigns. This Subordinated Note shall be binding upon the Company and inure to the benefit of the Noteholder and its respective successors and permitted assigns. The Noteholder may, subject to the terms set forth in the restrictive legend(s) set forth hereinabove, assign all, or any part of, or any interest in, the Noteholder’s rights and benefits hereunder. To the extent of any such assignment, such assignee shall have the same rights and benefits against the Company and shall agree to be bound by and to comply with the terms and conditions of the Purchase Agreement as it would have had if it were the Noteholder hereunder. 20. No Sinking Fund; Convertibility. This Subordinated Note is not entitled to the benefit of any sinking fund. This Subordinated Note is not convertible into or exchangeable for any of the equity securities, other securities or assets of the Company or any of its Subsidiaries. 21. No Recourse Against Others. No recourse under or upon any obligation, covenant or agreement contained in this Subordinated Note, or for any claim based thereon or otherwise in respect thereof, will be had against any past, present or future shareholder, employee, officer, or director, as such, of the Company or of any predecessor or successor, either directly or through the Company or any predecessor or successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of this Subordinated Note by the Noteholder and as part of the consideration for the issuance of this Subordinated Note. 22. Restricted Securities Legend. The legend contained on this Subordinated Note evidencing the transfer restrictions based on the Securities Act will be removed and a new Subordinated Note of like tenor and principal amount without such restrictive legend will be executed and delivered to the Noteholder by the Company upon the due surrender of this Subordinated Note, together with an opinion of counsel acceptable to the Company to the effect

28 that this Subordinated Note is eligible for immediate resale, without any remaining holding period, under Rule 144 under the Securities Act without the requirement for the Company to be in compliance with the current public information requirement under Rule 144 as to such securities. 23. Notices. All notices to the Company under this Subordinated Note shall be in writing and addressed to the Company at: 504 Redwood Blvd., Suite 100, Novato, CA 94947, Attn: Timothy D. Myers, President & Chief Executive Officer, or to such other address as the Company may provide to the Noteholders (the “Payment Office”). All notices to the Noteholders shall be deemed to have been given if in writing to the address in the Security Register and if delivered personally, or if mailed, postage prepaid, by United States registered or certified mail, return receipt requested, or if delivered by a responsible overnight commercial courier promising next Business Day delivery. Any notice given in accordance with the foregoing shall be deemed given when delivered personally or, if mailed, three (3) Business Days after it shall have been deposited in the United States mails as aforesaid or, if sent by overnight courier, the Business Day following the date of delivery to such courier (provided next Business Day delivery was requested). 24. Further Issues. The Company may, without the consent of the Noteholders, create and issue additional notes having the same terms and conditions of the Subordinated Notes (except for the Issue Date) so that such further notes shall be consolidated and form a single series with the Subordinated Notes. 25. Governing Law; Interpretation. THIS SUBORDINATED NOTE WILL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). THIS SUBORDINATED NOTE IS INTENDED TO MEET THE CRITERIA FOR QUALIFICATION OF THE OUTSTANDING PRINCIPAL AS TIER 2 CAPITAL UNDER THE REGULATORY GUIDELINES OF THE FEDERAL RESERVE, AND THE TERMS HEREOF SHALL BE INTERPRETED IN A MANNER TO SATISFY SUCH INTENT. 26. Severability. Should any provision of this Subordinated Note be held to be void or unenforceable, the remaining provisions shall remain in full force and effect, to be read and construed as if the void or unenforceable provision was originally deleted. 27. Authentication. This Subordinated Note shall be issued and enforceable only if the certificate of authentication set forth on the signature page of this Subordinated Note has been manually executed by the Paying Agent. Such certificate of or on behalf of the Paying Agent shall be conclusive evidence that this Subordinated Note so authenticated has been duly executed and authenticated.

[Signature Page to Subordinated Note] IN WITNESS WHEREOF, the undersigned has caused this Subordinated Note to be duly executed and attested. BANK OF MARIN BANCORP By: /s/ Timothy D. Myers Name: Timothy D. Myers Title: President & Chief Executive Officer ATTEST: By: /s/ Krissy Meyer Name: Krissy Meyer Title: Secretary ISSUING AND PAYING AGENT CERTIFICATE OF AUTHENTICATION This is one of the Notes of Bank of Marin Bancorp issued under the within-referenced Paying Agent Agreement: U.S. BANK NATIONAL ASSOCIATION, as Paying Agent By: /s/ Wally Jones Name: Wally Jones Title: Vice President Dated: November 19, 2025

ASSIGNMENT FORM [Capitalized terms used herein but not defined have the meanings assigned to such terms in the Subordinated Note] To assign the Subordinated Note, fill in the form below: (I) or (we) assign and transfer this Subordinated Note to: (Print or type assignee’s name, address and zip code) (Print or type assignee’s social security or tax identification number) and irrevocably appoint _______________________ as agent to transfer this Subordinated Note on the books of the Company. The agent may substitute another to act for it. Date: Your signature: (Sign exactly as your name appears on the face of this Subordinated Note) FOR EXECUTION BY ENTITY: By: Name: Title: Tax identification no: Signature guarantee: (Signatures must be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). The undersigned certifies that it [is / is not] (circle one) an Affiliate of the Company and that, to its knowledge, the proposed transferee [is / is not] (circle one) an Affiliate of the Company. In connection with any transfer or exchange of this Subordinated Note occurring prior to the date that is one year after the later of the date of original issuance of this Subordinated Note and the last date, if any, on which this Subordinated Note was owned by the Company or any Affiliate of the Company, the undersigned confirms that this Subordinated Note is being: CHECK ONE BOX BELOW:  (1) acquired for the undersigned’s own account, without transfer;

 (2) transferred to the Company;  (3) transferred in accordance and in compliance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”);  (4) transferred under an effective registration statement under the Securities Act;  (5) transferred in accordance with and in compliance with Regulation S under the Securities Act;  (6) transferred to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act);  (7) transferred to an “accredited investor” (as defined in Rule 501(a)(4) under the Securities Act), not referred to in item (6) that has been provided with the information designated under Section 4(d) of the Securities Act of 1933; or  (8) transferred in accordance with another available exemption from the registration requirements of the Securities Act. Unless one of the boxes is checked, the Company will refuse to register this Subordinated Note in the name of any Person other than the registered holder thereof; provided, however, that if box (5), (6), (7) or (8) is checked, the Company may require, prior to registering any such transfer of this Subordinated Note, in its sole discretion, such legal opinions, certifications and other information as the Company may reasonably request to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act such as the exemption provided by Rule 144 under the Securities Act. Assignee’s signature: FOR EXECUTION BY ENTITY By: Name: Title: Signature guarantee: (Signatures must be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-l5) TO BE COMPLETED BY PURCHASER IF BOX (1) OR (3) ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Subordinated Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under

the Securities Act and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: Assignee’s Signature: FOR EXECUTION BY ENTITY: By: Name: Title: Tax identification no.:

SUBORDINATED NOTE PURCHASE AGREEMENT This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of November 19, 2025 and is made by and between Bank of Marin Bancorp, a California corporation (the “Company”), and the purchaser of Subordinated Notes (as defined herein) identified on the signature page hereto (the “Purchaser”). RECITALS WHEREAS, the Company has requested that certain purchasers (including the Purchaser) purchase from the Company up to $45,000,000 in aggregate principal amount of Subordinated Notes (the “Aggregate Subordinated Note Amount”), which aggregate amount is intended to qualify as Tier 2 Capital (as defined herein); WHEREAS, the Company has engaged Keefe, Bruyette & Woods, Inc. as its exclusive placement agent (the “Placement Agent”) for the offering of the Subordinated Notes; WHEREAS, each purchaser of Subordinated Notes (including the Purchaser) is an institutional “accredited investor,” as such term is defined in Rule 501(a)(1)-(3) and (7) of Regulation D (“Regulation D”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”) or a QIB (as defined herein); WHEREAS, the offer and sale of the Subordinated Notes by the Company is being made in reliance upon the exemptions from registration available under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D; and WHEREAS, the Purchaser is willing to purchase from the Company Subordinated Notes in the principal amount set forth on the Purchaser’s signature page hereto (the “Subordinated Note Amount”) in accordance with the terms, subject to the conditions and in reliance on, the recitals, representations, warranties, covenants and agreements set forth in the Transaction Documents (as defined herein). NOW, THEREFORE, in consideration of the mutual covenants, conditions and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows: AGREEMENT 1. DEFINITIONS; INTERPRETATIONS; EXHIBITS INCORPORATED. 1.1 Definitions. The capitalized terms used in the Transaction Documents (as defined herein) have the meanings set forth below or may be defined in the stated sections of the Transaction Documents. Certain other capitalized terms used only in specific sections of this Agreement may be defined in such sections.

2 “Affiliate(s)” means, with respect to any Person, such Person’s immediate family members, partners, members or parents and Subsidiaries, and any other Person directly or indirectly controlling, controlled by, or under common control with said Person and its respective Affiliates. “Agreement” has the meaning set forth in the preamble hereto. “Anti-Money Laundering Laws” means the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced by any Governmental Agency. “Applicable Procedures” means, with respect to any creation, transfer or exchange of or for beneficial interests in any Subordinated Note represented by a global certificate, the rules and procedures of DTC that apply to such transfer or exchange. “Bank” means Bank of Marin, a California banking corporation and wholly-owned Subsidiary of the Company. In the event that subsequent hereto the Company acquires or otherwise establishes any other FDIC-insured depository subsidiaries, the term “Bank” will be deemed to include each such additional FDIC-insured depository institution, as applicable. “Business Day” means any day other than a Saturday, Sunday or any other day on which banking institutions in the State of California are permitted or required by any applicable law or executive order to close. “Bylaws” means the Amended and Restated Bylaws of the Company, as in effect on the Closing Date. “Charter” means the Certificate of Incorporation of the Company, as amended and as in effect on the Closing Date. “Closing” has the meaning set forth in Section 2.5. “Closing Date” means November 19, 2025. “Company” has the meaning set forth in the preamble hereto and shall include any successors to the Company. “Company Covered Person” has the meaning set forth in Section 4.2.3. “Company’s Reports” means (i) the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC (as defined below) on March 14, 2025, including the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2024 contained therein; (ii) the Company’s Quarterly Reports on Form 10-Q for the fiscal quarter ended March 31, 2025, as filed with the SEC on May 12, 2025, for the fiscal quarter ended June 30, 2025, as filed with the SEC on August 8, 2025, and for the fiscal quarter ended September 30, 2025, as filed with the SEC on November 7, 2025, including the unaudited consolidated financial statements of the Company for the fiscal quarters contained therein; (iii) the Company’s Current Reports on Form 8-K, as filed with the SEC on January 2, 2025, January 27,

3 2025, February 25, 2025, April 28, 2025, May 22, 2025, June 6, 2025, July 1, 2025, and July 28, 2025 (SEC Accession Nos. 0001403475-25-000051 and 0001403475-25-000052); (iv) the Company’s Definitive Proxy Statement, as filed with the SEC April 16, 2025; and (iv) the Bank’s public reports for the year ended December 31, 2024 and the periods ended March 31, 2025, June 30, 2025 and September 30, 2025, as filed with the FRB and FDIC as required by regulations of the FRB and FDIC, respectively. “Control” (including the terms “controlling,” “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. “Disbursement” has the meaning set forth in Section 3.1. “Disqualification Event” has the meaning set forth in Section 4.2.3. “DTC” means The Depository Trust Company. “Equity Interest” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person which is not a corporation, and any and all warrants, options or other rights to purchase any of the foregoing. “Event of Default” has the meaning set forth in the Subordinated Notes. “Exchange Act” means the Securities Exchange Act of 1934, as amended. “FDIC” means the Federal Deposit Insurance Corporation. “FRB” means the Board of Governors of the Federal Reserve System. “GAAP” means generally accepted accounting principles in effect from time to time in the United States of America. “Global Note” has the meaning set forth in Section 3.1. “Governmental Agency(ies)” means, individually or collectively, any arbitrator, court, federal, state, county or local governmental body, department, commission, board, regulatory authority or agency (including, without limitation, each applicable Regulatory Agency) with jurisdiction over the Company or any of its Subsidiaries. “Governmental Licenses” has the meaning set forth in Section 4.3. “Hazardous Materials” mean chemicals, pollutants, contaminants, flammable explosives, asbestos, urea formaldehyde insulation, polychlorinated biphenyls, radioactive materials, hazardous wastes or substances, toxic or contaminated substances, petroleum or petroleum products, asbestos-containing materials, mold, or similar materials, including, without limitation, any substances which are “hazardous substances,” “hazardous wastes,” “hazardous materials” or

4 “toxic substances” under the Hazardous Materials Laws and/or other applicable environmental laws, ordinances or regulations. “Hazardous Materials Laws” mean any laws, regulations, permits, licenses or requirements pertaining to the protection, preservation, conservation or regulation of the environment which relates to real property, including, but not limited to: the Clean Air Act, as amended, 42 U.S.C. Section 7401 et seq.; the Federal Water Pollution Control Act, as amended, 33 U.S.C. Section 1251 et seq.; the Resource Conservation and Recovery Act of 1976, as amended, 42 U.S.C. Section 6901 et seq.; the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (including the Superfund Amendments and Reauthorization Act of 1986), 42 U.S.C. Section 9601 et seq.; the Toxic Substances Control Act, as amended, 15 U.S.C. Section 2601 et seq.; the Occupational Safety and Health Act, as amended, 29 U.S.C. Section 651, the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. Section 11001 et seq.; the Mine Safety and Health Act of 1977, as amended, 30 U.S.C. Section 801 et seq.; the Safe Drinking Water Act, 42 U.S.C. Section 300f et seq.; and all comparable state and local laws, laws of other jurisdictions or orders and regulations. “Indebtedness” means (i) all obligations in respect of indebtedness for borrowed money that, according to GAAP as in effect from time to time, would be included in determining total liabilities as shown on the consolidated balance sheet of the Company; and (ii) all obligations for indebtedness of the type referred to in the preceding clause (i) of persons other than the Company or any of Subsidiaries, secured by any lien on property owned by the Company or any Subsidiary whether or not such obligations shall have been assumed (it being understood that the amount of such obligations described in clause (ii), for the purposes of this definition, shall be the lesser of the aggregate principal amount of such obligations and the fair market value (as determined by the Company in good faith) of the property of the Company or any Subsidiary securing such obligations); provided, however, Indebtedness shall not include deposits or other indebtedness created, incurred or maintained in the ordinary course of the Company’s or the Bank’s business (including, without limitation, federal funds purchased, advances from any Federal Home Loan Bank, secured deposits of municipalities, letters of credit issued by the Company or the Bank or any other Subsidiary, repurchase arrangements and derivatives transactions) and consistent with customary banking practices and applicable laws and regulations. “Investor Presentation” has the meaning set forth in Section 4.6.8. “Leases” means all leases, licenses or other documents providing for the use or occupancy of any portion of any Property, including all amendments, extensions, renewals, supplements, modifications, sublets and assignments thereof and all separate letters or separate agreements relating thereto. “Material Adverse Effect” means any effect, change, event, circumstance, condition, occurrence or development that has had or would reasonably be expected to have a material adverse effect on (i) the condition, financial or otherwise, results of operations, business affairs or prospects of the Company and each of its Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, or (ii) the ability of the Company to enter into and perform its obligations under, or consummate the transactions contemplated in, the Transaction Documents; provided, however, that “Material Adverse Effect” shall not be deemed to include the impact of

5 (1) changes after the date of this Agreement in banking and similar laws, rules or regulations of general applicability or interpretations thereof by Governmental Agencies, (2) changes after the date of this Agreement in GAAP or regulatory accounting requirements applicable to financial institutions in the United States and their holding companies generally, (3) changes after the date of this Agreement in general economic or capital market conditions affecting financial institutions or their market prices generally and not specifically related to the Company or the Bank, including changes in interest rates, (4) direct effects of compliance with this Agreement on the operating performance of the Company or the Bank, including expenses incurred by the Company, the Bank or the Purchaser in consummating the transactions contemplated by this Agreement, (5) the effects of any action or omission taken by the Company with the prior written consent of the Purchaser, and vice versa, or as otherwise contemplated by the Transaction Documents, (6) changes in national or international political or social conditions, including the engagement by the United States in hostilities, whether or not pursuant to the declaration of a national emergency or war, or by the occurrence of any military or terrorist attack upon or within the United States; and (7) the effects of any natural disasters or other force majeure events or any epidemic, pandemic or disease outbreak, or continuation or extension of any epidemic, pandemic or disease outbreak, affecting the United States, except, in the case of the foregoing clauses (1), (2), (3), (6) or (7) to the extent that the Company is disproportionately adversely affected thereby relative to other financial institutions with similar operations. “Maturity Date” means December 1, 2035. “OFAC” means the Office of Foreign Assets Control. “Paying Agent” means U.S. Bank Global Corporate Trust Services, as paying agent and registrar under the Paying Agent Agreement (as defined herein), or any successor in accordance with the applicable provisions of the Paying Agent Agreement. “Paying Agent Agreement” means the Paying Agency and Registrar Agreement dated as of November 19, 2025, by and between the Company and U.S. Bank Global Corporate Trust Services, as Paying Agent, as amended, modified or restated from time to time. “Person” means an individual, a corporation (whether or not for profit), a partnership, a limited liability company, a joint venture, an association, a trust, an unincorporated organization, a government or any department or agency thereof (including a Governmental Agency) or any other entity or organization. “Placement Agent” has the meaning set forth in the Recitals. “Property” means any real property owned or leased by the Company or any Affiliate of the Company. For avoidance of doubt, Property includes, without limitation, property repossessed or foreclosed in connection with lending activities of Bank. “Purchaser” has the meaning set forth in the preamble hereto. “QIB” means a “qualified institutional buyer” as defined in Rule 144A under the Securities Act.

6 “Regulation D” has the meaning set forth in the Recitals. “Regulatory Agency” means any federal or state agency charged with the supervision or regulation of depository institutions or holding companies of depository institutions, or engaged in the insurance of depository institution deposits, or any court, administrative agency or commission or other authority, body or agency having supervisory or regulatory authority with respect to the Company, the Bank, or any of their Subsidiaries. “SEC” means the U.S. Securities and Exchange Commission. “Secondary Market Transaction” has the meaning set forth in Section 5.5. “Securities Act” has the meaning set forth in the Recitals. “Subordinated Notes” means the 6.750% Fixed-to-Floating Rate Subordinated Notes due December 1, 2035 in the form attached as Exhibit A hereto, as amended, restated, supplemented or modified from time to time and each Subordinated Note delivered in substitution, subdivision or exchange for such Subordinated Note. “Subordinated Note Amount” has the meaning set forth in the Recitals. “Subsidiar(y)(ies)” means with respect to any Person, any other Person in which a majority of the outstanding voting shares of Equity Interest entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees or equivalent Person or body thereof, is directly or indirectly owned by such Person. “Tier 2 Capital” has the meaning given to the term “Tier 2 capital” in 12 C.F.R. Part 217, as amended, modified and supplemented and in effect from time to time or any replacement thereof. “Transaction Documents” means this Agreement, the Paying Agent Agreement, the Subordinated Notes and any ancillary documents required to consummate the transaction contemplated herein. “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended, and the rules and regulations of the SEC thereunder. 1.2 Interpretations. The foregoing definitions are equally applicable to both the singular and plural forms of the terms defined. The words “hereof”, “herein” and “hereunder” and words of the like shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “including” when used in this Agreement without the phrase “without limitation,” shall mean “including, without limitation.” All references to time of day herein are references to Eastern Time, unless otherwise specifically provided. All references to the Transaction Documents shall be deemed to be to such documents as amended, modified or restated from time to time. With respect to any reference in this Agreement to any defined term, (i) if such defined term refers to a Person, then it shall also mean all heirs, legal representatives, permitted successors and assignees of such Person, and (ii) if such defined term refers to a document,

7 instrument or agreement, then it shall also include any amendment, replacement, extension or other modification thereof. 1.3 Exhibits Incorporated. All Exhibits and Schedules attached hereto are hereby incorporated into this Agreement. 2. SUBORDINATED DEBT. 2.1 Certain Terms. Subject to the terms and conditions contained herein, the Company proposes to issue and sell to the purchasers of the Subordinated Notes (including the Purchaser), severally and not jointly, Subordinated Notes in an aggregate principal amount equal to the aggregate of the Subordinated Note Amounts. The Purchaser, severally and not jointly with each other purchaser of Subordinated Notes, agrees to purchase the Subordinated Notes from the Company in an amount equal to the Subordinated Note Amount from the Company on the Closing Date in accordance with the terms of, and subject to the conditions and provisions set forth in, the Transaction Documents. The Subordinated Note Amount shall be disbursed in accordance with Section 3.1. 2.2 The Closing. The execution and delivery of the Transaction Documents and the closing of the sale and purchase of the Subordinated Notes (the “Closing”) shall occur remotely via electronic or other exchange of documents and signature pages, at 10:00 a.m. (New York City Time) on the Closing Date, or at such other place or time or on such other date as the parties hereto may agree. 2.3 No Right of Offset. The Purchaser hereby expressly waives any right of offset it may have against the Company or any of its Affiliates. 2.4 Use of Proceeds. The Company shall use the net proceeds from the sale of the Subordinated Notes for general corporate purposes and to support regulatory capital ratios for growth initiatives, which may include securities portfolio repositioning. 2.5 Subordination. The Subordinated Notes shall be subordinated in accordance with the subordination provisions set forth therein. 2.6 Unsecured Obligations. The obligations of the Company to the Purchasers under the Subordinated Notes shall be unsecured. 2.7 Payments. The Company agrees that matters concerning payments and application of payments shall be as set forth in this Agreement and in the Subordinated Notes. 3. DISBURSEMENT. 3.1 Disbursement. On the Closing Date, assuming all of the terms and conditions set forth in Section 3.2 have been satisfied by the Company or waived by the Purchaser, and the Company has executed and delivered to the Purchaser the Transaction Documents and any other related documents in form and substance reasonably satisfactory to the Purchaser, the Purchaser shall disburse to the Company in immediately available funds the Subordinated Note Amount in exchange for (a) a Subordinated Note with a principal amount equal to such Subordinated Note

8 Amount or (b) an electronic securities entitlement to be credited to the Purchaser’s account (or the account of the Purchaser’s securities intermediary) through the facilities of DTC in accordance with the Applicable Procedures of DTC with a principal amount equal to such Subordinated Note Amount, as applicable (the “Disbursement”). The Company will deliver (i) to the Paying Agent, a global certificate representing the Subordinated Notes issued to Purchasers who are QIBs (the “Global Note”), registered in the name of Cede & Co., as a nominee for DTC, (ii) to each applicable Purchaser of the Subordinated Notes not represented by the Global Note, such Purchaser’s Subordinated Note in definitive form (or evidence of the same electronically with the original to be delivered by the Company by overnight delivery on the next Business Day in accordance with the delivery instructions of the Purchaser), and (iii) to the Paying Agent, a list of Purchasers receiving the Subordinated Notes in Disbursement under clause (ii) above. 3.2 Conditions Precedent to Disbursement. 3.2.1 Conditions to the Purchaser’s Obligation. The obligation of the Purchaser to consummate the purchase of the Subordinated Notes to be purchased by the Purchaser at Closing and to effect the Disbursement is subject to the satisfaction of or delivery by or at the direction of the Company to the Purchaser (or, with respect to the Paying Agent Agreement, the Paying Agent, and with respect to the opinion(s) of counsel, the Placement Agent and counsel to the Placement Agent), on or prior to the Closing Date, each of the following (unless the Purchaser shall have waived such satisfaction or delivery): 3.2.1.1 Transaction Documents. The Transaction Documents, duly authorized and executed by the Company and, in the case of the Subordinated Note, authenticated by the Paying Agent. 3.2.1.2 Authority Documents. (a) With respect to the Company: (i) a certified copy of the Charter of the Company issued by the Secretary of State of the State of California; (ii) the Bylaws of the Company, certified as of the date hereof by the Secretary of the Company; (iii) the resolutions adopted by the Board of Directors of the Company and any committee thereof authorizing the offer and sale of the Subordinated Note, certified as of the date hereof by the Secretary of the Company; (iv) a Certificate of Good Standing issued by the Secretary of State of the State of California, dated within two (2) days of Closing;

9 (v) bank holding company status letter regarding the Company from the Federal Reserve Bank of San Francisco; (vi) an incumbency certificate of the Secretary of the Company, dated as of the Closing Date, certifying the names of the officer(s) of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and (vii) the opinion of Stuart | Moore | Staub, counsel to the Company, dated as of the Closing Date, substantially in the form set forth as Exhibit B addressed to the Purchaser and the Placement Agent. (b) With respect to the Bank: (i) a Certificate of Good Standing issued by the Secretary of State of the State of California, dated within two (2) days of Closing; (ii) FDIC’s BankFind website screenshot dated as of the Closing Date, regarding the Bank’s FDIC insured status; (iii) a certified copy of the Articles of Incorporation of the Bank; and (iv) the Bylaws of the Bank, certified as of the date hereof by the Secretary of the Bank. 3.2.1.3 Other Documents. The Company shall deliver to the Purchaser, in form and substance satisfactory to the Purchaser, such other information, certificates, affidavits, schedules, resolutions, notes and/or other documents that are provided for hereunder, or as the Purchaser may reasonably request. 3.2.2 Conditions to the Company’s Obligation. 3.2.2.1 The obligation of the Company to consummate the offer and sale of the Subordinated Notes to the Purchaser, and to effect the delivery of the Subordinated Notes to the Purchaser at Closing, is subject to each of the following, on or prior to the Closing Date (unless the Company shall have waived such satisfaction or delivery):

10 (a) the delivery of this Agreement and any other Transaction Documents to which the Purchaser is a party to the Company and the Placement Agent, duly authorized and executed by the Purchaser; and (b) the Disbursement to the Company, in immediately available funds, of the Subordinated Note Amount set forth on the Purchaser’s signature page to this Agreement. 4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby represents and warrants to the Purchaser, as of the date hereof, as follows: 4.1 Organization and Authority. 4.1.1 Organization Matters of the Company and Its Subsidiaries. 4.1.1.1 The Company is a duly organized corporation, is validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to conduct its business and activities as presently conducted, to own its properties, and to perform its obligations under the Transaction Documents. The Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to be in good standing would not reasonably be expected to result in a Material Adverse Effect. The Company is duly registered as a bank holding company under the Bank Holding Company Act of 1956, as amended. 4.1.1.2 The entities listed on Schedule A attached hereto are the only direct or indirect Subsidiaries of the Company as of the date hereof. Each Subsidiary of the Company (other than the Bank) has been duly organized and is validly existing, or, in the case of the Bank, has been duly chartered and is validly existing as a California state chartered bank, in each case in good standing under the laws of the jurisdiction of organization, has the corporate or similar power and authority to own, lease and operate its properties and to conduct its business and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. All of the issued and outstanding shares of capital stock or other Equity Interests in each Subsidiary of the Company have been duly authorized and validly issued, and are fully paid and non-assessable and are owned by the Company, directly or through Subsidiaries of the Company, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. None of the outstanding shares of capital stock of, or other Equity Interests in, any of the Company’s Subsidiaries were issued in violation of the preemptive or similar rights of any security holder of such Subsidiary of the Company or any other entity. 4.1.1.3 The Bank is a California banking corporation. The deposit accounts of the Bank are insured by the FDIC up to the FDIC’s applicable limits. The Bank has not received any notice or other information indicating that the Bank is not an “insured depository

11 institution” as defined in 12 U.S.C. Section 1813, nor has any event occurred which could reasonably be expected to adversely affect the status of the Bank as an FDIC-insured institution. 4.1.2 Capital Stock and Related Matters. The Charter of the Company authorizes the Company to issue 30,000,000 shares of common stock, no par value per share, and 5,000,000 shares of preferred stock. As of the Closing Date, there will be 16,094,636 shares of the Company’s common stock issued and outstanding, and no shares of the Company’s preferred stock issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable, and are owned of record and beneficially by the Company, free and clear of all encumbrances, except for restrictions on transfer imposed by applicable securities laws. Except pursuant to the Company’s equity incentive plans duly adopted by the Company’s Board of Directors, there are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company. 4.2 No Impediment to the Transaction. 4.2.1 Transaction is Legal and Authorized. The issuance of the Subordinated Notes, the borrowing of the Aggregate Subordinated Note Amount, the execution of the Transaction Documents and compliance by the Company with all of the provisions of the Transaction Documents are within the corporate powers of the Company. 4.2.2 Execution of the Transaction Documents is Legal and Authorized. The Transaction Documents have been duly authorized, executed and delivered by the Company, and, assuming due authorization, execution and delivery by the Purchaser and each other purchaser of the Subordinated Notes, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally or by general equitable principles. 4.2.3 Subordinated Notes. The Subordinated Notes issued on the Closing Date have been duly authorized by the Company and when duly executed by the Company and issued by the Company and delivered to and paid for by the purchasers of such Subordinated Notes (including the Purchaser) in accordance with the terms of the Transaction Documents, will have been duly executed, authenticated, issued and delivered, and will constitute legal, valid and binding obligations of the Company, and enforceable against the Company in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally or by general equitable principles. 4.2.4 Exemption from Registration. Neither the Company, nor any of its Subsidiaries or Affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (as defined in Regulation D) in connection with the offer or sale of the Subordinated Notes. Assuming the accuracy of the representations and warranties of the Purchaser set forth in this Agreement, each other purchaser of Subordinated Notes set forth in

12 each such purchaser’s applicable Subordinated Note Purchase Agreement, the Subordinated Notes will be issued in a transaction exempt from the registration requirements of the Securities Act. No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of Regulation D (a “Disqualification Event”) is applicable to the Company or, to the Company’s knowledge, any Person described in Rule 506(d)(1) of Regulation D (each, a “Company Covered Person”). The Company has exercised reasonable care to determine whether any Company Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e) of Regulation D. 4.2.5 No Defaults or Restrictions. Neither the execution and delivery of the Transaction Documents by the Company nor the compliance by the Company with their respective terms and conditions will (whether with or without the giving of notice, lapse of time, or both) (i) violate, conflict with or result in a breach of, or constitute a default under: (1) the Charter or Bylaws of the Company; (2) any of the terms, obligations, covenants, conditions or provisions of any corporate restriction or of any contract, agreement, indenture, mortgage, deed of trust, pledge, bank loan or credit agreement, or any other agreement or instrument to which the Company or Bank, as applicable, is now a party or by which it or any of its properties may be bound or affected; (3) any judgment, order, writ, injunction, decree or demand of any court, arbitrator, grand jury, or Governmental Agency applicable to the Company or the Bank; or (4) any statute, rule or regulation applicable to the Company, except, in the case of items (2), (3) or (4), for such violations and conflicts, breaches and defaults that would not reasonably be expected to, singularly or in the aggregate, result in a Material Adverse Effect, or (ii) result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any property or asset of the Company or its Subsidiaries. Neither the Company nor the Bank is in default in the performance, observance or fulfillment of any of the terms, obligations, covenants, conditions or provisions contained in any indenture or other agreement creating, evidencing or securing Indebtedness of any kind or pursuant to which any such Indebtedness is issued, or any other agreement or instrument to which the Company or the Bank, as applicable, is a party or by which the Company or the Bank, as applicable, or any of its properties may be bound or affected, except, in each case, for defaults that would not reasonably be expected to, singularly or in the aggregate, result in a Material Adverse Effect. The Bank is not a party to, or otherwise subject to, any legal restriction or any agreement (other than customary limitations imposed by corporate or banking law statutes, banking regulations or other regulatory requirements) restricting the ability of the Bank to pay dividends or make any other distributions to the Company. 4.2.6 Governmental Consent. No governmental orders, permissions, consents, approvals or authorizations are required to be obtained by the Company that have not been obtained, and no registrations or declarations are required to be filed by the Company that have not been filed in connection with or in contemplation of, the execution and delivery of, and performance under, the Transaction Documents, except for such consents, approvals, authorizations, orders or qualifications that are required or permitted to be made or obtained after the date hereof and applicable requirements, if any, of the Securities Act, the Exchange Act or state securities laws or “blue sky” laws of the various states and any applicable federal or state banking laws and regulations. 4.3 Possession of Licenses and Permits. The Company and each of its Subsidiaries (i) possess such permits, licenses, approvals, consents and other authorizations (collectively,

13 “Governmental Licenses”) issued by the appropriate Governmental Agencies necessary to conduct the business(es) operated by them, except where the failure to possess such Governmental Licenses would not reasonably be expected to, singularly or in the aggregate, result in a Material Adverse Effect on the Company or such applicable Subsidiary; and (ii) are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure to so comply would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect on the Company or such applicable Subsidiary. All of the Governmental Licenses are valid and are in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected to result in a Material Adverse Effect on the Company or such applicable Subsidiary. Neither the Company nor any of its Subsidiaries have received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses. 4.4 Financial Condition. 4.4.1 Company Financial Statements. The financial statements of the Company included in the Company’s Reports (including the related notes, where applicable), which have been provided to the Purchaser (i) have been prepared from, and are in accordance with, the books and records of the Company; (ii) fairly present, in all material respects, the results of operations, cash flows, changes in stockholders’ equity and the financial position of the Company and its consolidated Subsidiaries, for the respective fiscal periods or as of the respective dates set forth therein (subject in the case of unaudited statements to recurring year-end audit adjustments normal in nature and amount), as applicable; (iii) complied as to form, as of their respective dates of filing in all material respects with applicable accounting and banking requirements as applicable, with respect thereto; and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of the Company have been, and continue to be, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. The Company does not have any material liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise, whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet of the Company contained in the Company’s Reports for the Company’s most recently completed quarterly or annual fiscal period, as applicable, and for liabilities incurred in the ordinary course of business consistent with past practices or in connection with the transaction contemplated by the Transaction Documents. 4.4.2 Absence of Default and Certain Changes. (a) Since the end of the Company’s last fiscal year for which audited financial statements have been included in the Company’s Reports, no event has occurred which either of itself or with the lapse of time or the giving of notice or both, would give any creditor of the Company the right to accelerate the maturity of any material Indebtedness of the Company. Neither the Company nor any Subsidiary is in default under any Lease, agreement or instrument, or any law, rule, regulation, order, writ, injunction, decree, determination or award, except for such defaults that would not

14 reasonably be expected to, singularly or in the aggregate, result in a Material Adverse Effect. (b) After giving effect to the consummation of the transactions contemplated by the Transaction Documents, the Company remains solvent, possesses sufficient capital to carry on its business and is able to pay its debts as they mature. (c) Since the end of the Company’s last fiscal year for which audited financial statements have been included in the Company’s Reports, the Company has conducted its business in the ordinary course of business consistent with past practice, and there has not been, with respect to the Company or any of its Subsidiaries, any: (i) entry of a decree or order for relief in respect of the Company by a court having jurisdiction in the premises in an involuntary case or proceeding under any applicable bankruptcy, insolvency, or reorganization law, now or hereafter in effect of the United States or any political subdivision thereof, and such decree or order will have continued unstayed and in effect for a period of ninety (90) consecutive calendar days; (ii) commencement by the Company of a voluntary case under any applicable bankruptcy, insolvency or reorganization law, now or hereafter in effect of the United States or any political subdivision thereof, or the consent by the Company to the entry of a decree or order for relief in an involuntary case or proceeding under any such law; (iii) (A) indication of insolvency or other reason to be that the Company is unable to pay its debts as they mature or does not possesses sufficient capital to carry on its business, (B) assignment for the benefit of creditors, (C) admission in writing regarding the Company’s inability to pay its debts as they mature, (D) transfer of property and no Indebtedness is being incurred in connection with the transaction contemplated hereby, with the intent to hinder, delay or defraud either present or future creditors of the Company or any of its Subsidiaries, or (E) notification that the Company ceases to be a bank or financial holding company under the Bank Holding Company Act of 1956, as amended; or (iv) liquidation of the Company (for the avoidance of doubt, “liquidation” does not include any merger, consolidation, sale of equity or assets or reorganization (exclusive of a

15 reorganization in bankruptcy) of the Company or any of its Subsidiaries). 4.4.3 Ownership of Property. The Company and each of its Subsidiaries possess good and marketable title to all real property and assets owned by the Company and each of its Subsidiaries in the conduct of their business, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the most recent balance sheet contained in the Company’s Reports or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheet), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory deposits, obligations or any discount with, borrowing from or other obligations to the Federal Home Loan Bank, the FRB, inter-bank credit facilities, reverse repurchase agreements or any transaction by the Bank acting in a fiduciary capacity, (ii) statutory liens for amounts not yet due or delinquent or which are being contested in good faith; and (iii) such as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect. The Company and each of its Subsidiaries, as lessee, have the right under valid and existing Leases of real and personal properties, as applicable, in the conduct of its business to occupy or use all such properties as presently occupied and used by it. Such existing Leases and commitments to Lease constitute or will constitute operating Leases for both tax and financial accounting purposes except as otherwise disclosed in the Company’s Reports and the Lease expense and minimum rental commitments with respect to such Leases and Lease commitments are as disclosed in all material respects in the Company’s Reports. 4.5 No Material Adverse Effect. Since the end of the Company’s last fiscal year for which audited financial statements have been included in the Company’s Reports, there has been no development or event that has had or would reasonably be expected to, singularly or in the aggregate, result in a Material Adverse Effect. 4.6 Legal Matters. 4.6.1 Compliance with Law. The Company and each of its Subsidiaries have complied with (and (x) are not under investigation, have not been threatened to be charged with, or (y) given any notice of any material violation of), any applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government, or any instrumentality or agency thereof, having jurisdiction over the conduct of its business or the ownership of its properties, including, but not limited to, the reporting requirements of Section 13 or Section 15(d), as applicable, of the Exchange Act, any applicable fair lending laws and regulations such as the Fair Housing Act (42 U.S.C. § 3601 et seq.), the Equal Credit Opportunity Act (15 U.S.C. § 1691 et seq.), and any implementing regulations, except where any such failure to comply or violation would not reasonably be expected to, singularly or in the aggregate, result in a Material Adverse Effect. The Company and each of its Subsidiaries are in compliance with, and at all times prior to the date hereof, have been in compliance with (i) all statutes, rules, regulations, orders and restrictions of any domestic or foreign government, or any Governmental Agency, applicable to it, and (ii) its own privacy policies and written commitments to customers, consumers and employees, concerning data protection, the privacy and security of personal data, and the nonpublic personal information of its customers, consumers and employees, in each case except where any such failure to comply would not reasonably be expected to, individually or in the

16 aggregate, result in a Material Adverse Effect. At no time during the two (2) years prior to the date hereof have the Company or any of its Subsidiaries received any written notice asserting any violations of any of the foregoing. 4.6.2 Regulatory Enforcement Actions. The Company, the Bank, and each of the Company’s and the Bank’s Subsidiaries are in compliance in all material respects with all laws administered by and regulations of any Governmental Agency applicable to it or to them, except where the failure to comply would not reasonably be expected to, singularly or in the aggregate, result in a Material Adverse Effect. None of the Company, the Bank, nor any of the Company’s or the Bank’s Subsidiaries (nor any of their officers or directors), is now operating under any restrictions, agreements, memoranda, commitment letter, supervisory letter or similar regulatory correspondence, or other commitments (other than restrictions of general application) imposed by any Governmental Agency, nor are, to the Company’s knowledge (i) any such restrictions threatened, (ii) any agreements, memoranda or commitments being sought by any Governmental Agency, or (iii) any material legal or regulatory violations previously identified by, or material penalties or other remedial action previously imposed by, any Governmental Agency remaining unresolved. Notwithstanding the foregoing, nothing in this Section 4.6.2 or this Agreement shall require the Company or any of its Subsidiaries to provide any confidential regulatory or supervisory information of the Company or any of its Subsidiaries. 4.6.3 Pending Litigation. There are no actions, suits, proceedings or written agreements pending, or, to the Company’s knowledge, threatened or proposed, against the Company or any of its Subsidiaries at law or in equity before or by any Governmental Agency, that would reasonably be expected to, singularly or in the aggregate, result in a Material Adverse Effect, or materially and adversely affect the issuance or payment of the Subordinated Notes. Neither the Company nor any of its Subsidiaries are a party to or named as subject to the provisions of any order, writ, injunction, or decree of, or any written agreement with, any court or Governmental Agency, that would reasonably be expected to, singularly or in the aggregate, result in a Material Adverse Effect. 4.6.4 Environmental. Except as would not reasonably be expected to, singularly or in the aggregate, result in a Material Adverse Effect, no Property is or, to the Company’s knowledge, has been a site for the use, generation, manufacture, storage, treatment, release, threatened release, discharge, disposal, transportation or presence of any Hazardous Materials and neither the Company nor any of its Subsidiaries has engaged in such activities. There are no claims or actions pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries by any Governmental Agency or by any other Person relating to any Hazardous Materials or pursuant to any Hazardous Materials Law. 4.6.5 Brokerage Commissions. Except for commissions paid or payable to the Placement Agent, neither the Company nor any Affiliate of the Company is obligated to pay any brokerage commission, placement agent or finder’s fee to any Person in connection with the transactions contemplated by the Transaction Documents. 4.6.6 Investment Company Act. Neither the Company nor any of its Subsidiaries is an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended.

17 4.6.7 Reporting Compliance. The Company is in compliance with the reporting requirements of Section 13 or Section 15(d), as applicable, of the Exchange Act. No Subsidiary is subject to the reporting requirements of Section 13 or Section 15(d), as applicable, of the Exchange Act. 4.6.8 No Misstatement. None of the representations, warranties or statements made in (i) the Transaction Documents, (ii) that certain “Bank of Marin Bancorp Fixed Income Investor Presentation, November 2025” presentation (the “Investor Presentation”) used in connection with the offering of the Subordinated Notes, (iii) in any certificate delivered to the Purchaser or the Placement Agent by the Company on or prior to the Closing Date, contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein not misleading in light of the circumstances in which they were made. 4.7 Internal Accounting Controls. The Company and the Bank have established and maintain a system of internal control over financial reporting that pertains to the maintenance of records that accurately and fairly reflect the transactions and dispositions of the Company’s assets (on a consolidated basis), provides reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that the Company’s and the Bank’s receipts and expenditures are being made only in accordance with authorizations of the Company’s management and Board of Directors, and provides reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets of the Company on a consolidated basis that could reasonably be expected to result in a Material Adverse Effect. Such internal control over financial reporting is effective to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP. Since the conclusion of the Company’s last completed fiscal year, there has not been and there currently is not (i) any significant deficiency or material weakness in the design or operation of its internal control over financial reporting which is reasonably likely to adversely affect its ability to record, process, summarize and report financial information, or (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s or the Bank’s internal control over financial reporting. The Company (x) has implemented and maintains disclosure controls and procedures reasonably designed and maintained to ensure that material information relating to the Company is made known to the Chief Executive Officer and the Chief Financial Officer of the Company by others within the Company and (y) has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s outside auditors and the audit committee of the Company’s Board of Directors any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company’s internal controls over financial reporting. Such disclosure controls and procedures are in effect for the purposes for which they were established. 4.8 Exempt Offering. Assuming the accuracy of the representations and warranties of each purchaser of the Subordinated Notes (including the Purchaser) set forth in the applicable Subordinated Note Purchase Agreement (including this Agreement), no registration under the Securities Act is required for the offer and sale of the Subordinated Notes by the Company to the Purchaser.

18 4.9 Tax Matters. The Company, the Bank and each other Subsidiary of the Company have (i) filed all material foreign, U.S. federal, state and local tax returns, information returns and similar reports that are required to be filed (taking into account any extensions), and all such tax returns are true, correct and complete in all material respects, and (ii) paid all material taxes required to be paid by it and any other material assessment, fine or penalty levied against it other than taxes (x) currently payable without penalty or interest, or (y) being contested in good faith by appropriate proceedings. 4.10 Insurance. The Company and each Subsidiary of the Company is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which they are engaged; in the past three years, neither the Company nor any of its Subsidiaries has been refused any insurance coverage sought or applied for; and the Company and each of its Subsidiaries have no reason to believe that they will not be able to renew existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue their business at a cost that would not have a Material Adverse Effect on the Company. 4.11 Representations and Warranties Generally. The representations and warranties of the Company set forth in this Agreement that do not contain a “Material Adverse Effect” qualification are true and correct in all material respects (i) as of the Closing Date and (ii) as otherwise specifically provided herein. The representations and warranties of the Company set forth in this Agreement that contain a “Material Adverse Effect” qualification or any other express materiality or similar qualification are true and correct (x) as of the Closing Date and (y) as otherwise specifically provided herein. 5. GENERAL COVENANTS, CONDITIONS AND AGREEMENTS. The Company hereby further covenants and agrees with the Purchaser as follows: 5.1 Compliance with Transaction Documents. The Company shall comply with, observe and timely perform each and every one of its covenants, agreements and obligations under the Transaction Documents. 5.2 Affiliate Transactions. The Company shall not itself, nor shall it cause, permit or allow any of its Subsidiaries, to enter into any transaction, including, the purchase, sale or exchange of property or the rendering of any service, with any Affiliate upon terms inconsistent with applicable laws, regulations, and market standards, which would be considered less favorable to the Company or any of its Subsidiaries, than if such transaction was an arm’s length transaction with a Person that was not an Affiliate. 5.3 Compliance with Laws. 5.3.1 Generally. The Company, the Bank, and each of the Company’s other Subsidiaries shall comply with all applicable statutes, rules, regulations, orders and restrictions in respect of the conduct of its business and the ownership of its properties, including, but not limited to, any applicable fair lending laws and regulations such as the Fair Housing Act (42 U.S.C. § 3601 et seq.), the Equal Credit Opportunity Act (15 U.S.C. § 1691 et seq.), Anti-Money

19 Laundering Laws, sanctions administered by OFAC, the Community Reinvestment Act, the Bank Secrecy Act of 1970, the USA PATRIOT Act, and any implementing regulations, except, in each case, where such noncompliance would not reasonably be expected to, singularly or in the aggregate, result in a Material Adverse Effect. 5.3.2 Regulated Activities. The Company shall not itself, nor shall it cause, permit or allow the Bank or any of its other Subsidiaries to (i) engage in any business or activity not permitted by all applicable laws and regulations, except where such business or activity would not reasonably be expected to result in a Material Adverse Effect, or (ii) make any loan or advance secured by the capital stock of another bank or depository institution, or acquire the capital stock, assets or obligations of or any interest in another bank or depository institution, in each case other than in accordance with applicable laws and regulations and safe and sound banking practices. 5.3.3 Taxes. The Company shall and shall cause the Bank and each of the Company’s other Subsidiaries to timely pay and discharge all taxes, assessments and other governmental charges imposed upon the Company, the Bank, and each of the Company’s other Subsidiaries or upon the income, profits, or property of the Company, the Bank, or each of the Company’s other Subsidiaries and all claims for labor, material or supplies which, if unpaid, might by law become a lien or charge upon the property of the Company, the Bank, or any of the Company’s other Subsidiaries. Notwithstanding the foregoing, none of the Company, the Bank, and each of the Company’s other Subsidiaries shall be required to pay any such tax, assessment, charge or claim, so long as the validity thereof shall be contested in good faith by appropriate proceedings, and appropriate reserves therefore shall be maintained on the books of the Company, the Bank, and each of the Company’s other Subsidiaries, as the case may be. 5.3.4 Corporate Existence. The Company, the Bank, and each of the Company’s other Subsidiaries shall do or cause to be done all things reasonably necessary to maintain, preserve and renew its corporate existence and its and their rights and franchises, and comply in all material respects with all related laws applicable to the Company, the Bank, and each of the Company’s other Subsidiaries; provided, however, that the Company may consummate a merger in which (i) the Company is the surviving entity or (ii) if the Company is not the surviving entity, the surviving entity assumes, by operation of law or otherwise, all of the obligations of the Company under the Transaction Documents. 5.3.5 Dividends, Payments, and Guarantees During Event of Default. Upon the occurrence of an Event of Default (as defined under the Subordinated Notes), until such Event of Default is cured by the Company or waived by the Purchaser in accordance with the terms of the Subordinated Notes and except as required by any federal or state Governmental Agency, the Company shall not (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock; (b) make any payment of principal of, or interest or premium, if any, on, or repay, repurchase or redeem any of the Company’s Indebtedness that ranks equal with or junior to the Subordinated Notes; or (c) make any payments under any guarantee that ranks equal with or junior to the Subordinated Notes, other than (i) any dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, any class of the Company’s common stock; (ii) any declaration of a non- cash dividend in connection with the implementation of a shareholders’ rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights

20 pursuant thereto; (iii) as a result of a reclassification of the Company’s capital stock or the exchange or conversion of one class or series of the Company’s capital stock for another class or series of the Company’s capital stock; (iv) the purchase of fractional interests in shares of the Company’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; or (v) purchases of any class of the Company’s common stock related to or from any benefit plans for the Company’s directors, officers or employees or any of the Company’s dividend reinvestment plans. 5.3.6 Tier 2 Capital. If all or any portion of the Subordinated Notes ceases to be eligible, or there is a material risk that all or any portion of the Subordinated Notes will cease to be eligible to qualify as Tier 2 Capital, other than due to the limitation imposed on the capital treatment of subordinated debt during the five (5) years immediately preceding the Maturity Date of the Subordinated Notes, the Company will immediately notify the Noteholders (as defined in the Subordinated Notes), and thereafter the Company and the Noteholders (as defined in the Subordinated Notes) will work together in good faith to execute and deliver all agreements as reasonably necessary in order to restructure the applicable portions of the obligations evidenced by the Subordinated Notes to be eligible to qualify as Tier 2 Capital; provided, however, that nothing contained in this Agreement shall limit the Company’s right to redeem the Subordinated Notes upon the occurrence of a Tier 2 Capital Event as described in the Subordinated Notes. 5.4 Absence of Control. It is the intent of the parties to this Agreement that in no event shall the Purchaser, by reason of any of the Transaction Documents, be deemed to control, directly or indirectly, the Company or the Bank, and the Purchaser shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of the Company or the Bank. 5.5 Secondary Market Transactions. To the extent and so long as not in violation of Section 6.4 (Purchase for Investment), the Purchaser shall have the right at any time and from time to time to securitize its Subordinated Notes or any portion thereof in a single asset securitization or a pooled loan securitization of rated single or multi-class securities secured by or evidencing ownership interests in the Subordinated Notes (each such securitization is referred to herein as a “Secondary Market Transaction”). In connection with any such Secondary Market Transaction, the Company shall, at the Company’s expense, cooperate with the Purchaser and otherwise reasonably assist the Purchaser in satisfying the market standards to which the Purchaser customarily adheres or which may be reasonably required in the marketplace or by applicable rating agencies in connection with any such Secondary Market Transaction, but in no event shall the Company be required to incur (without reimbursement) any material costs or expenses in connection therewith. Subject to any written confidentiality obligation, including the terms of any non- disclosure agreement between the Purchaser and the Company, all information regarding the Company may be furnished to any Person reasonably deemed necessary by the Purchaser in connection with participation in such Secondary Market Transaction. All documents, financial statements, appraisals and other data relevant to the Company or the Subordinated Notes may be retained by any such Person, subject to the terms of any nondisclosure agreement between the Purchaser and the Company. 5.6 Bloomberg. The Company shall use commercially reasonable efforts to cause, or to assist the placement agent to cause the Subordinated Notes to be quoted on Bloomberg.

21 5.7 Rule 144A Information. While any Subordinated Notes remain “restricted securities” within the meaning of the Securities Act, the Company will make available, upon request, to any seller of such Subordinated Notes the information specified in Rule 144A(d)(4) under the Securities Act, unless the Company is then subject to Section 13 or 15(d) of the Exchange Act. 5.8 Redemption. Any redemption made pursuant to the terms of the Subordinated Notes shall be made on a pro rata basis, and, for purposes of a redemption processed through DTC, in accordance with its rules and procedures, as a “Pro Rata Pass-Through Distribution of Principal.” 5.9 Rating. So long as any Subordinated Notes remain outstanding, the Company will use commercially reasonable efforts to maintain a rating by a nationally recognized statistical rating organization. 5.10 DTC Registration. Provided that applicable depository eligibility requirements are met, upon the request of a holder of a Subordinated Note that is a QIB, the Company shall use commercially reasonable efforts to cause the Subordinated Notes held by such QIB to be registered in the name of Cede & Co. as nominee of DTC or a nominee of DTC. 5.11 Insurance. At its sole cost and expense, the Company shall maintain, and shall cause each Subsidiary to maintain, bonds and insurance to such extent, covering such risks as is required by law or as is usual and customary for owners of similar businesses and properties in the same general area in which the Company or any of its Subsidiaries operates. All such bonds and policies of insurance shall be in a form, in an amount and with insurers recognized as adequate by prudent business persons. 6. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASER. The Purchaser hereby represents and warrants to the Company, and covenants with the Company as follows: 6.1 Legal Power and Authority. The Purchaser has all necessary power and authority to execute, deliver and perform the Purchaser’s obligations under this Agreement and to consummate the transactions contemplated herein. The Purchaser is an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. 6.2 Authorization and Execution. The execution, delivery and performance of this Agreement has been duly authorized by all necessary action on the part of the Purchaser. This Agreement has been duly executed and delivered by the Purchaser. Assuming due authorization, execution and delivery by the Company, this Agreement is a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally or by general equitable principles.

22 6.3 No Conflicts. Neither the execution, delivery or performance of the Transaction Documents nor the consummation of any of the transactions contemplated thereby will conflict with, violate, constitute a breach of or a default (whether with or without the giving of notice or lapse of time or both) under (i) the Purchaser’s organizational documents, (ii) any agreement or instrument to which the Purchaser is a party, (iii) any law, rule or regulation applicable to the Purchaser; or (iv) any order, writ, judgment, injunction, decree, determination or award binding upon or affecting the Purchaser. 6.4 Purchase for Investment. The Purchaser is purchasing the Subordinated Notes for its own account and not with a view to distribute and with no present intention of reselling, distributing or otherwise disposing of the same. The Purchaser has no present or contemplated agreement, undertaking, arrangement, obligation, Indebtedness or commitment providing for, or which is likely to compel, a disposition of the Subordinated Notes in any manner. 6.5 Institutional Accredited Investor; Qualified Institutional Buyer. The Purchaser is and will be on the Closing Date either (i) an institutional “accredited investor” as such term is defined in Rule 501(a) of Regulation D and as contemplated by subsections (1)-(3) and (7) of Rule 501(a) of Regulation D, and has no less than $5,000,000 in total assets, or (ii) a QIB. 6.6 Financial and Business Sophistication. The Purchaser has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the prospective investment in the Subordinated Notes. The Purchaser has relied solely upon its own knowledge of, and/or the advice of its own legal, financial, tax or other advisors with regard to, the legal, financial, tax and other considerations involved in deciding to invest in the Subordinated Notes. 6.7 Ability to Bear Economic Risk of Investment. The Purchaser recognizes that an investment in the Subordinated Notes is a speculative investment that involves substantial risk, including risks related to the Company’s business, operating results, financial condition and cash flows, which risks it has carefully considered in connection with making an investment in the Subordinated Notes. It has the ability to bear the economic risk of the prospective investment in the Subordinated Notes, including the ability to hold the Subordinated Notes indefinitely, and further including the ability to bear a complete loss of all of its investment in the Company. 6.8 Information. The Purchaser acknowledges that (i) it is not being provided with the disclosures that would be required if the offer and sale of the Subordinated Notes were registered under the Securities Act, nor is it being provided with any offering circular, private placement memorandum or prospectus prepared in connection with the offer and sale of the Subordinated Notes or any other securities of the Company; (ii) it has conducted its own examination of the Company and the terms of the Subordinated Notes to the extent it deems necessary to make its decision to invest in the Subordinated Notes; (iii) it has availed itself of publicly available financial and other information concerning the Company to the extent it deems necessary to make its decision to purchase the Subordinated Note (including meeting with representatives of the Company); (iv) the Company, the Bank, and the Company’s Subsidiaries may possess material non-public information that is not known to the Purchaser, and that will not be disclosed to the Purchaser; (v) it understands, based on its experience, the disadvantage to which the Purchaser is subject due to the disparity of information between the Company and the

23 Purchaser; and (vi)it has not received nor relied on any form of general solicitation or general advertising (within the meaning of Regulation D), from the Company in connection with the offer and sale of the Subordinated Notes. The Purchaser has reviewed the information set forth in the Company’s Reports (including the exhibits and schedules thereto), the Transaction Documents (including the exhibits and schedules thereto and hereto), and the Investor Presentation, in connection with the transaction contemplated by the Transaction Documents. 6.9 Access to Information. The Purchaser acknowledges that it and its advisors have (i) been furnished with all materials relating to the business, finances and operations of the Company that have been reasonably requested by it or its advisors, and (ii) have been given the opportunity to request documents from and to ask questions of, and to receive answers from, persons acting on behalf of the Company concerning terms and conditions of the transactions contemplated by the Transaction Documents, in order to make an informed and voluntary decision to enter into this Agreement. 6.10 Investment Decision. The Purchaser has made its own investment decision based upon its own judgment, due diligence and advice from such advisors as it has deemed necessary and not upon any view expressed by any other Person, including the Company of the Placement Agent. Neither such inquiries nor any other due diligence investigations conducted by the Purchaser or its advisors or representatives, if any, shall modify, amend or affect its right to rely on the Company’s representations and warranties contained herein. The Purchaser is not relying upon, and has not relied upon, any advice, statement, representation or warranty made by any Person by or on behalf of the Company, including, without limitation, the Placement Agent, except for the express statements, representations and warranties of the Company made or contained in this Agreement. Furthermore, the Purchaser acknowledges that (i) the Placement Agent has not performed any due diligence review on behalf of it or otherwise acted on behalf of or for the benefit of the Purchaser and (ii) nothing in this Agreement or any other materials presented by or on behalf of the Company to it in connection with the purchase of the Subordinated Notes constitutes legal, tax or investment advice. 6.11 Private Placement; No Registration; Restricted Legends. The Purchaser understands and acknowledges that the Subordinated Notes are characterized as “restricted securities” under the Securities Act and its implementing regulations and are being sold by the Company without registration under the Securities Act in reliance on one or more of the exemptions from federal and state registration set forth in Section 4(a)(2) of the Securities Act, Rule 506(b) of Regulation D promulgated under Section 4(a)(2) of the Securities Act, Section 18 of the Securities Act, and any applicable state securities laws, and accordingly, may be resold, pledged or otherwise transferred only in compliance with the registration requirements of federal and state securities laws or if exemptions from the Securities Act and applicable state securities laws are available to it. The Purchaser is not subscribing for the Subordinated Note as a result of or subsequent to any general solicitation or general advertising, in each case within the meaning of Rule 502(c) of Regulation D, any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting. The Purchaser has not been solicited with respect to investment in the Subordinated Notes, except in the jurisdiction of its address appearing on the Purchaser’s signature page to this Agreement. The Purchaser further acknowledges and agrees that all certificates or other instruments representing the Subordinated Notes will bear the restrictive

24 legend set forth in the form of Subordinated Note. The Purchaser further acknowledges its primary responsibilities under the Securities Act and, accordingly, will not sell or otherwise transfer the Subordinated Notes or any interest therein without complying with the requirements of the Securities Act and the rules and regulations promulgated thereunder and the requirements set forth in this Agreement. Neither the Placement Agent nor the Company has made or is making any representation, warranty or covenant, express or implied, as to the availability of any exemption from registration under the Securities Act or any applicable state securities laws for the resale, pledge or other transfer of the Subordinated Notes, or that the Subordinated Notes purchased by the Purchaser will ever be able to be lawfully resold, pledged or otherwise transferred. 6.12 Placement Agent. The Purchaser will purchase the Subordinated Notes directly from the Company and not from the Placement Agent and understands that neither the Placement Agent nor any other broker or dealer has any obligation to make a market in the Subordinated Notes. 6.13 Physical Settlement of Subordinated Notes. Notwithstanding anything in this Agreement to the contrary, if the Purchaser is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D), and is not also a QIB, the Purchaser acknowledges that its Subordinated Notes shall be physically delivered to such Purchaser and registered in the name of such Purchaser, and the Purchaser agrees to such physical settlement of its Subordinated Notes. 6.14 Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), the Purchaser herby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Subordinated Notes or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Subordinated Notes, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Subordinated Notes. The Purchaser’s subscription and payment for and continued beneficial ownership of the Subordinated Notes will not violate any applicable securities or other laws of the Purchaser’s jurisdiction. 6.15 Tier 2 Capital. If the Company provides notice as contemplated in Section 5.3.6 of the occurrence of the event contemplated in such section, thereafter the Company and the Purchasers will work together in good faith to execute and deliver all agreements as reasonably necessary in order to restructure the applicable portions of the obligations evidenced by the Subordinated Notes to be eligible to qualify as Tier 2 Capital; provided, however, that nothing contained in this Agreement shall limit the Company’s right to redeem the Subordinated Notes upon the occurrence of a Tier 2 Capital Event as described in the Subordinated Notes. 6.16 Not Debt of the Bank; Not Savings Accounts, Etc. The Purchaser acknowledges that the Company is a bank holding company and the Company’s rights and the rights of the Company’s creditors, including, the Noteholders (as defined in the Subordinated Notes), to participate in the assets of any of the Company’s Subsidiaries during its liquidation or reorganization are structurally subordinate to the prior claims of the Subsidiary’s creditors. The Purchaser acknowledges and agrees that the Subordinated Notes are not a savings account or a

25 Bank deposit and is not insured or guaranteed by the FDIC or any Governmental Agency, and that no Governmental Agency has passed upon or will pass upon the offer or sale of the Subordinated Notes or has made or will make any finding or determination as to the fairness of this investment. 6.17 Accuracy of Representations. The Purchaser understands that each of the Company and the Placement Agent is relying and will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements in connection with the transactions contemplated by this Agreement, and agrees that if any of the representations or acknowledgements made by the Purchaser are no longer accurate as of the Closing Date, or if any of the agreements made by it are breached on or prior to the Closing Date, it shall promptly notify the Company and the Placement Agent. 6.18 Representations and Warranties Generally; Reliance by the Company. The representations and warranties of the Purchaser set forth in this Agreement are true and correct as of the date hereof and will be true and correct as of the Closing Date and as otherwise specifically provided herein. Any certificate signed by a duly authorized representative of the Purchaser and delivered to the Company or to counsel for the Company shall be deemed to be a representation and warranty by the Purchaser to the Company as to the matters set forth therein. 7. MISCELLANEOUS. 7.1 Prohibition on Assignment by the Company. Except as described in Section 8(b) (Merger or Sale of Assets) of the Subordinated Notes, the Company may not assign, transfer or delegate any of its rights or obligations under the Transaction Documents to any Person without the prior written consent of all of the Noteholders. In addition, in accordance with the terms of the Subordinated Notes, any transfer of such Subordinated Notes by the Noteholders must be made in accordance with the Assignment Form attached thereto and the requirements and restrictions thereof. 7.2 Time of the Essence. Time is of the essence for this Agreement. 7.3 Waiver or Amendment. No waiver or amendment of any term, provision, condition, covenant or agreement herein shall be effective unless in writing and signed by the parties hereto. Failure on the part of the Purchaser to complain of any acts or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by the Purchaser of the Purchaser’s rights hereunder or impair any rights, powers or remedies on account of any breach or default by the Company. 7.4 Severability. Any provision of this Agreement which is unenforceable or invalid or contrary to law, or the inclusion of which would adversely affect the validity, legality or enforcement of this Agreement, shall be of no effect and, in such case, all the remaining terms and provisions of this Agreement shall subsist and be fully effective according to the tenor of this Agreement the same as though any such invalid portion had never been included herein. Notwithstanding any of the foregoing to the contrary, if any provisions of this Agreement or the application thereof are held invalid or unenforceable only as to particular Persons or situations, the remainder of this Agreement, and the application of such provision to Persons or situations other

26 than those to which it shall have been held invalid or unenforceable, shall not be affected thereby, but shall continue valid and enforceable to the fullest extent permitted by law. 7.5 Notices. Any notice which any party hereto may be required or may desire to give hereunder shall be deemed to have been given if in writing and if delivered personally, or if mailed, postage prepaid, by United States registered or certified mail, return receipt requested, or if delivered by a responsible overnight commercial courier (which shall offer next Business Day delivery and a tracking number to be provided to the recipient), or if by email with confirmation of transmission, addressed: if to the Company: Bank of Marin Bancorp 504 Redwood Boulevard, Suite 100 Novato, CA 94947 Tel: (415) 763-4520 Attention: Timothy D. Myers President & Chief Executive Officer with a copy to: Stuart | Moore | Staub 641 Higuera Street, Suite 302 San Luis Obispo, CA 93401 Tel: (805) 545-8590 Attention: Kenneth E. Moore if to the Purchaser: To the address indicated on the Purchaser’s signature page to this Agreement. or to such other address or addresses as the party to be given notice may have furnished in writing to the party seeking or desiring to give notice, as a place for the giving of notice; provided that no change in address shall be effective until five (5) Business Days after being given to the other party in the manner provided for above. Any notice given in accordance with the foregoing shall be deemed given when delivered personally or, if mailed, three (3) Business Days after it shall have been deposited in the United States mail as aforesaid or, if sent by overnight courier, the Business Day following the date of delivery to such courier (provided next Business Day delivery was requested). 7.6 Successors and Assigns. This Agreement shall inure to the benefit of the parties and their respective heirs, legal representatives, successors and assigns; except that (i) unless the Purchaser consents in writing, no assignment made by the Company shall be effective or confer any rights under this Agreement on any purported assignee of the Company, and (ii) unless such assignment complies with the Assignment Form attached to the Subordinated Notes, no assignment made by the Purchaser shall be effective or confer any rights under this Agreement on any purported assignee of the Purchaser. The term “successors and assigns” will not include a purchaser of any part of the Subordinated Notes from the Purchaser merely because of such purchase, but shall include a purchaser of any part of the Subordinated Notes pursuant to an assignment complying with the Assignment Form attached to the Subordinated Notes.

27 7.7 No Joint Venture. Nothing contained herein or in any document executed pursuant hereto and no action or inaction whatsoever on the part of the Purchaser, shall be deemed to make the Purchaser a partner or joint venturer with the Company. 7.8 Documentation. All documents and other matters required by any of the provisions of this Agreement to be submitted or furnished to the Purchaser shall be in the form and substance reasonably satisfactory to the Purchaser. 7.9 Public Announcement. The Company and the Purchaser agree that no public release, statement, announcement, or other disclosure detailing the purchase of the Subordinated Notes pursuant to this Agreement or other commercial actions that refer to the other party or parties by name shall be issued by any party without the prior written consent of the other party so named (which consent shall not be unreasonably withheld, conditioned or delayed), except as otherwise required by law or the applicable rules or regulations of any securities exchange or securities market, in which case the Company shall allow the Purchaser reasonable time to comment on such release or announcement in advance of such issuance or publication. Notwithstanding anything to the contrary set forth herein, the Placement Agent may use the Company’s name and any logos of the Company for marketing purposes and may disclose such information relating to the Company as it deems reasonably necessary or appropriate for its impact data disclosure purposes. 7.10 Entire Agreement. The Transaction Documents, along with any exhibits and schedules hereto and thereto, constitute the entire agreement between the parties hereto with respect to the subject matter hereof and may not be modified or amended in any manner other than by supplemental written agreement executed by the parties hereto. No party, in entering into this Agreement, has relied upon any representation, warranty, covenant, condition or other term that is not set forth in the Transaction Documents. 7.11 Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to its laws or principles of conflict of laws (other than Section 5-1401 of the New York General Obligations Law). Nothing herein shall be deemed to limit any rights, powers or privileges which the Purchaser may have pursuant to any law of the United States of America or any rule, regulation or order of any department or agency thereof and nothing herein shall be deemed to make unlawful any transaction or conduct by the Purchaser which is lawful pursuant to, or which is permitted by, any of the foregoing. 7.12 No Third Party Beneficiary. This Agreement is made for the sole benefit of the Company and the Purchaser, and no other Person shall be deemed to have any privity of contract hereunder nor any right to rely hereon to any extent or for any purpose whatsoever, nor shall any other Person have any right of action of any kind hereon or be deemed to be a third party beneficiary hereunder; except, however, that the Placement Agent may rely on the representations, warranties, and agreements contained herein to the same extent as if it were a party to this Agreement. 7.13 Submission to Jurisdiction. THE COMPANY AND THE PURCHASER HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN NEW YORK OVER ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE TRANSACTION

28 DOCUMENTS AND THE TRANSACTION RELATED THERETO, REGARDLESS OF WHETHER A CLAIM SOUNDS IN CONTRACT, TORT, OR OTHERWISE AND REGARDLESS OF WHETHER A CLAIM IS AT LAW OR IN EQUITY. FURTHERMORE, THE COMPANY AND THE PURCHASER HEREBY IRREVOCABLY AGREE THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURT. The Company and the Purchaser, on behalf of themselves and their successors and assigns, hereby irrevocably waive, to the fullest extent permitted by law, any objection they may now or hereafter have to the laying of venue in any action or proceeding in any such court, as well as any right it may now or hereafter have to remove such action or proceeding, once commenced, to another court on the grounds of Forum Non Conveniens or otherwise. The Company and the Purchaser agree that a final, non-appealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. 7.14 Legal Tender of United States. All payments hereunder shall be made in coin or currency which at the time of payment is legal tender in the United States of America for public and private debts. 7.15 Captions; Counterparts. Captions contained in this Agreement in no way define, limit or extend the scope or intent of their respective provisions. The Transaction Documents may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. In the event that any signature, to the Transaction Documents or any other document contemplated thereby, is prepared electronically, delivered by facsimile transmission, or by e-mail delivery of a “.pdf” file format, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile, or e-mailed .pdf, signature page were an original, manually executed signature thereof. Any use by a party of an electronic signature must be in accordance with the federal Electronic Signature In Global and National Commerce Act. 7.16 Knowledge; Discretion. All references herein to the Purchaser’s or the Company’s knowledge shall be deemed to mean the knowledge of such party based on the actual knowledge of such party’s Chief Executive Officer and Chief Financial Officer or such other persons holding equivalent offices. Unless specified to the contrary herein, all references herein to an exercise of discretion or judgment by the Purchaser, to the making of a determination or designation by the Purchaser, to the application of the Purchaser’s discretion or opinion, to the granting or withholding of the Purchaser’s consent or approval, to the consideration of whether a matter or thing is satisfactory or acceptable to the Purchaser, or otherwise involving the decision making of the Purchaser, shall be deemed to mean that the Purchaser shall decide using the reasonable discretion or judgment of a prudent lender. 7.17 Waiver of Right to Jury Trial. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THAT THEY MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION ARISING IN ANY WAY IN

29 CONNECTION WITH ANY OF THE TRANSACTION DOCUMENTS, OR ANY OTHER STATEMENTS OR ACTIONS OF THE COMPANY OR THE PURCHASER. THE PARTIES HERETO ACKNOWLEDGE THAT THEY HAVE BEEN REPRESENTED IN THE SIGNING OF THIS AGREEMENT AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL SELECTED OF THEIR OWN FREE WILL. THE PARTIES HERETO FURTHER ACKNOWLEDGE THAT (I) THEY HAVE READ AND UNDERSTAND THE MEANING AND RAMIFICATIONS OF THIS WAIVER, (II) THIS WAIVER HAS BEEN REVIEWED BY THE PARTIES HERETO AND THEIR COUNSEL AND IS A MATERIAL INDUCEMENT FOR ENTRY INTO THIS AGREEMENT AND (III) THIS WAIVER SHALL BE EFFECTIVE AS TO EACH OF SUCH TRANSACTION DOCUMENTS AS IF FULLY INCORPORATED THEREIN. 7.18 Expenses. Except as otherwise provided in this Agreement, each of the parties will bear and pay all other costs and expenses incurred by it or on its behalf in connection with the transactions contemplated by this Agreement. 7.19 Survival. Each of the representations and warranties set forth in this Agreement shall survive the Closing for a period of one (1) year after the date hereof. Except as otherwise provided herein, all covenants and agreements contained herein shall survive until, by their respective terms, they are no longer operative. [Signature Pages Follow]

[Company Signature Page to Subordinated Note Purchase Agreement] IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized representative as of the date first above written. COMPANY: BANK OF MARIN BANCORP By: /s/ Timothy D. Myers Name: Timothy D. Myers Title: President & Chief Executive Officer

[Purchaser Signature Page to Subordinated Note Purchase Agreement] IN WITNESS WHEREOF, the Purchaser has caused this Agreement to be executed by its duly authorized representative as of the date first above written. PURCHASER: [__________________] By: Name: Title: Address of the Purchaser: [______________] With a copy to (which copy alone shall not constitute notice): [______________] Principal Amount of Purchased Subordinated Note (Subordinated Note Amount): $ [________________]

Exhibit 99.1 FOR IMMEDIATE RELEASE MEDIA CONTACT: Yahaira Garcia-Perea Marketing & Corporate Communications Manager 916-823-7214 | YahairaGarcia-Perea@bankofmarin.com BANK OF MARIN COMPLETES BALANCE SHEET REPOSITIONING SUPPORTED BY $45 MILLION SUBORDINATED DEBT OFFERING RECEIVES INVESTMENT GRADE DEBT RATINGS FROM KBRA NOVATO, CA – November 19, 2025 – Bank of Marin Bancorp (Nasdaq: BMRC), ("the Company") parent company of Bank of Marin, announced today the completion of a balance sheet repositioning of its held- to-maturity ("HTM") securities and a $45 million private placement of its 6.750% Fixed-to-Floating Rate Subordinated Notes due 2035 (the “Notes”). Tim Myers, president and chief executive officer of Bank of Marin said, “The successful execution of this strategic initiative further enhances the value of our franchise by meaningfully improving our earnings power, which, in turn, allows us to continue reinvesting in the Company's growth. We took a targeted approach to securities sales, and in combination with our strong capital position, we completed this balance sheet repositioning without issuing additional shares of equity while maintaining our strong capital ratios. We believe this demonstrates our thoughtful approach and ongoing commitment to proactively creating value for our shareholders.” The Company reclassified its entire HTM securities portfolio into available-for-sale ("AFS") and will book a fourth quarter 2025 balance sheet adjustment for the difference between the market value and the book value on the date of transfer, adjusted for losses already captured in accumulated other comprehensive income. BMRC estimates this net amount to be approximately $59 million after-tax based on valuations as of October 31, 2025 and our statutory tax rate of 29.56%, which will be a negative adjustment to equity. While BMRC's equity will reflect the loss of the entire HTM transfer, its regulatory capital ratios will only be impacted by realized losses on securities sold. As such, BMRC took a highly targeted approach to securities sales with the goal of maximizing the amount of expected incremental income relative to the impact to our regulatory capital ratios, which is similar to the method applied to prior balance sheet repositionings. BMRC elected to sell approximately 74% of the HTM portfolio, as the remaining 26% was generally earning relatively high book yields, carrying relatively high unrealized losses, or supporting our Community Reinvestment Act goals. Dave Bonaccorso, executive vice president and chief financial officer stated, “As part of this strategic transaction, we sold a book value of $595 million of securities with an average yield of 2.03% at a pre-tax loss of $69.5 million and are reinvesting the proceeds into securities with a lower effective duration than the securities sold. Assuming an estimated reinvestment yield of 4.15% and a 6.75% rate on our subordinated debt, we expect $8.3 million in incremental pre-tax income and an annual earnings per share increase of $0.37 based on our statutory tax rate.” On November 5, Kroll Bond Rating Agency, LLC (“KBRA”) assigned investment grade ratings of BBB- for Bank of Marin Bancorp subordinated debt and BBB+ for Bank of Marin deposits, citing BMRC’s healthy deposit franchise, robust capitalization and strong credit quality.

The Notes will initially bear interest at a fixed interest rate of 6.750% per annum until December 1, 2030, after which time the interest rate will reset quarterly to a floating rate equal to a benchmark rate, which is expected to be the then-current three-month term Secured Overnight Financing Rate (SOFR) plus 335 basis points, until the Notes’ maturity on December 1, 2035. The Notes are redeemable by the Company, in whole or in part, on or after December 1, 2030, and at any time upon the occurrence of certain events. It is intended that the Notes qualify as Tier 2 capital for regulatory capital purposes for the Company. Keefe, Bruyette & Woods, A Stifel Company, acted as sole placement agent for the Notes offering, and Stuart | Moore | Staub served as counsel to the Company. Skadden, Arps, Slate, Meagher & Flom LLP served as counsel for the placement agent. This press release is for informational purposes only and shall not constitute an offer to sell, or the solicitation of an offer to buy, any security, nor shall there be any sale in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. The Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The indebtedness evidenced by the Notes is not a deposit and is not insured by the Federal Deposit Insurance Corporation or any other government agency or fund. About Bank of Marin Bancorp Founded in 1990 and headquartered in Novato, Bank of Marin is the wholly owned subsidiary of Bank of Marin Bancorp (Nasdaq: BMRC). A leading business and community bank with assets of $3.9 billion, Bank of Marin provides commercial and personal banking, specialty lending, and wealth management and trust services throughout its network of 27 branches and eight commercial banking offices serving Northern California. Specializing in providing legendary service to its clients and investing in its local communities, Bank of Marin has consistently been ranked one of the “Top Corporate Philanthropists" by San Francisco Business Times since 2003, was inducted into North Bay Biz’s “Best of” Hall of Fame in 2024, and ranked top 13 in Sacramento Business Journal’s 2025 Corporate Direct Giving List. Bank of Marin Bancorp is included in the Russell 2000 Small-Cap Index and Nasdaq ABA Community Bank Index. For more information, visit www.bankofmarin.com. Forward-Looking Statement This release may contain certain forward-looking statements that are based on management's current expectations regarding economic, legislative, and regulatory issues that may impact Bancorp's earnings in future periods. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include the words “believe,” “expect,” “intend,” “estimate,” “designed” or words of similar meaning, or future or conditional verbs such as “will,” “would,” “should,” “could” or “may.” Factors that could cause future results to vary materially from current management expectations include, but are not limited to, general economic conditions and the economic uncertainty in the United States and abroad, including economic or other disruptions to financial markets caused by acts of terrorism, war, impacts from inflation, supply chain disruptions, changes in interest rates (including the actions taken by the Federal Reserve to control inflation), California's unemployment rate, deposit flows, real estate values, and expected future cash flows on loans and securities; the impact of adverse developments at other banks, including bank failures, that impact general sentiment regarding the stability and liquidity of banks; costs or effects of acquisitions; competition; changes in accounting principles, policies or guidelines; changes in legislation or regulation; natural disasters (such as wildfires and earthquakes in our area); adverse weather conditions; interruptions of utility service in our markets for sustained periods; and other economic, competitive, governmental, regulatory and technological factors (including external fraud and cybersecurity threats) affecting our operations, pricing, products and services. These and other important factors are detailed in various securities law filings made periodically by Bancorp, copies of which are available from Bancorp without charge. Bancorp undertakes no obligation to release publicly the result of any revisions to these forward-looking statements that may be

made to reflect events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events. An explanation of the significance of ratings may be obtained from the rating agency. Generally, rating agencies base their ratings on such material and information, and such of their own investigations, studies and assumptions, as they deem appropriate. The rating of the Notes should be evaluated independently from similar ratings of other securities. A credit rating of a security is not a recommendation to buy, sell or hold securities and may be subject to review, revision, suspension, reduction or withdrawal at any time by the assigning rating agency. No report of any rating agency is incorporated by reference herein.

Fixed Income Investor Presentation November 2025

2 Forward-Looking Statements This discussion of financial results includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, (the "1933 Act") and Section 21E of the Securities Exchange Act of 1934, as amended, (the "1934 Act"). Those sections of the 1933 Act and 1934 Act provide a "safe harbor" for forward-looking statements to encourage companies to provide prospective information about their financial performance so long as they provide meaningful, cautionary statements identifying important factors that could cause actual results to differ significantly from projected results. Our forward-looking statements include descriptions of plans or objectives of management for future operations, products or services, and forecasts of revenues, earnings or other measures of economic performance. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include the words "believe," "expect," "intend," "estimate" or words of similar meaning, or future or conditional verbs preceded by "will," "would," "should," "could" or "may." Forward-looking statements are based on management's current expectations regarding economic, legislative, and regulatory issues that may affect our earnings in future periods. Factors that could cause future results to vary materially from current management expectations include, but are not limited to, general economic conditions and the economic uncertainty in the United States and abroad, including economic or other disruptions to financial markets caused by the Trump administration's approach to tariffs and trade, acts of terrorism, war, impacts from inflation, supply chain disruptions, changes in interest rates (including the actions taken by the Federal Reserve to control inflation), California's unemployment rate, deposit flows, real estate values, and expected future cash flows on loans and securities; the impact of adverse developments at other banks, including bank failures, that impact general sentiment regarding the stability and liquidity of banks; costs or effects of acquisitions; competition; changes in accounting principles, policies or guidelines; changes in legislation or regulation; natural disasters (such as wildfires and earthquakes in our area); adverse weather conditions; interruptions of utility service in our markets for sustained periods; and other economic, competitive, governmental, regulatory and technological factors (including external fraud and cybersecurity threats) affecting our operations, pricing, products and services; and successful integration of acquisitions. These and other important factors detailed in various securities law filings made periodically by Bancorp, copies of which are available from us at no charge. Forward-looking statements speak only as of the date they are made. Bancorp undertakes no obligation to release publicly the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances that occur after the date of this press release or to reflect the occurrence of unanticipated events. GAAP to Non-GAAP Financial Measures This presentation includes some non-GAAP financial measures as shown in the Appendix of this presentation. Please refer to the reconciliation of GAAP to Non-GAAP financial measures included in our Form 8-K under Item 9 - Financial Statements and Exhibit 99.1 filed with the SEC on October 27, 2025.

3 Forward-Looking Statements This presentation does not constitute or form part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. Neither the SEC nor any other regulatory body has approved or disapproved of the securities of the Company or passed upon the accuracy or adequacy of this presentation. Any representation to the contrary is a criminal offense. Certain of the information contained in this presentation may be derived from information provided by industry sources. The Company believes that such information is accurate and that the sources from which it has been obtained are reliable. The Company cannot guarantee the accuracy of such information, however, and has not independently verified such information. Except as otherwise indicated, this presentation speaks as to the date hereof. The delivery of this presentation will not, under any circumstances, create an implication that there has been no change in the affairs of the Company since the date of this presentation. The Company is not making any implied or express representation or warranty as to the accuracy or completeness of the information summarized herein or made available in connection with any further investigation of the Company. The Company expressly disclaims any and all liability which may be based on such information, errors therein or omissions therefrom. You may obtain copies of documents filed by the Company with the SEC for free by visiting EDGAR on the SEC website at sec.gov or by visiting the Company’s website at investors.bankofmarin.com.

4 Subordinated Debt Offering Summary Issuer Bank of Marin Bancorp (Nasdaq: BMRC) Security Subordinated Notes due 2035 Amount $40 million Security Rating1 BBB- by Kroll Bond Rating Agency Issuance Type Reg D, Private Placement Offering Structure Fixed-to-Floating Rate (Fixed during First Five Years) Term 10 Years No Call Period 5 Years Coupon Frequency Fixed Rate for Five Years Paid Semi-Annually; Floating Rate Paid Quarterly Thereafter Use of Proceeds General corporate purposes, which may include a potential balance sheet repositioning Sole Placement Agent 1 A rating is not a recommendation to buy, sell or hold securities. Ratings may be subject to revision or withdrawal at any time by assigning rating organization. Each rating organization has its own methodology for assigning ratings and, accordingly, each rating should be evaluated independently of any other rating

5 Misako Stewart EVP, Chief Credit Officer • Joined Bank of Marin in 2013; promoted to Chief Credit Officer in 2021 • Previously served as Vice President in Commercial Banking at Union Bank and First Vice President in Commercial Banking & Credit Administration at Comerica Bank • Bachelor’s degree from UC Santa Barbara Management Introductions Tim Myers President & Chief Executive Officer • Joined in 2007; promoted to COO in 2020 and CEO in 2021 • Nearly 30 years of financial experience, with prior leadership roles at U.S. Bank, National Association, and Comerica Bank • Bachelor’s degree from Willamette University and master’s from Middlebury Institute of International Studies at Monterey; graduate of Pacific Coast Banking School David Bloom | EVP, Head of Commercial Banking • Joined Bank of Marin in 2023 • Previously served as Senior Managing Director of Business Banking in Northern California and the Pacific Northwest for First Republic Bank • Earned a certification from the Executive Development Program at the Wharton School of the University of Pennsylvania; bachelor’s degree from University of San Francisco Dave Bonaccorso, CFA EVP, Chief Financial Officer • Joined in 2023 as a treasurer and now leads Finance, Accounting, and Treasury teams • Previously served as treasurer of Rabobank, N.A. and Mechanics Bank; earlier roles in fixed income and equity markets services • Bachelor’s degree from University of Southern California; master’s degree in accountancy from University of Illinois Sathis Arasadi | EVP, Chief Information Officer • Joined Bank of Marin in 2023 • Over 20 years in financial services with expertise in engineering and fintech; previously served as CIO and SVP – Technology at a Bay Area- based community bank • Bachelor’s degree from Thiagarajar College of Engineering in Madurai, India Bob Gotelli | EVP, Director of Human Resources • Joined Bank of Marin in 2000; responsible for all aspects of human resources • B.S. from Sonoma State University; master’s from Central Michigan University; graduate of the Graduate School of Banking at the University of Wisconsin-Madison HR Management School Brandi Campbell | EVP, Head of Retail Banking • Joined Bank of Marin as a regional manager; promoted to head of Retail Banking in 2020 • Oversees retail division including 27 branches across Northern California • Nearly 35 years of financial experience, primarily in consumer banking and customer service at Bank of America Today’s Speakers

S E C T I O N Franchise Highl ights 01

7 Bank of Marin Bancorp Novato, CA Headquarters BMRC NASDAQ $390.8 Million Market Cap $3.9 Billion Total Assets 4.12% Dividend Yield 16.13% Total RBC BMRC AT A GLANCE Data as of 9/30/25 Relationship Banking Build strong, long-term customer relationships based on trust, integrity and expertise, inspiring loyalty though exceptional service. Disciplined Fundamentals Apply a disciplined business approach with sound banking practices, high quality products, and consistent fundamentals ensuring continued strong results. Community Commitment Give back to the communities that we serve through active employee volunteerism, nonprofit board leadership and financial contributions. 27 Branch Locations 7 Commercial Banking Offices

8 A strategic and disciplined approach to delivering long-term value 0 1 0 2 0 3 0 4 Grow NON-INTEREST INCOME Scale through EFFICIENCY GAINS and ACQUISITIONS Invest in TALENT and TECHNOLOGY Drive high-quality LOAN GROWTH Long-Term

9 Focused on Building Long-Term Stakeholder Value Strong Core Deposit Franchise Largest community bank in Marin County with 11.4% market share 1 43.1% non-interest bearing deposits with a 1.29% cost of deposits in Q3 Improving Margin Outlook Improving asset yield due to: ▪ investment securities restructuring ▪ higher average loan rates continue in Q3 Seasoned Risk Management Classified loans as a percentage of loans decreased 59bps quarter over quarter Non-accrual loans as a percentage of loans decreased 6bps quarter over quarter Low NOO CRE office exposure in the City of San Francisco at 3% of total loans (5% of total NOO-CRE) and a weighted average 64% LTV Prudent Loan Growth Markets with proven track record of organic growth Organic originations increased by 36% in Q3 Key opportunistic relationship banking talent acquisitions 62% loan-to-deposit ratio provides runway for additional growth Robust Capital Levels & Liquidity Regulatory capital ratios remain comfortably above “well-capitalized” thresholds $2.0 billion in available liquidity 1Source: S&P Global Market Intelligence - FDIC deposit market share data as of June 30, 2025

10 Robust Capital Ratios As of 9/30/25 • We maintained high capital levels and are in a position of strength • Total risk-based capital of 16.1% • Tangible common equity ratio of 9.7% • During 3Q'25 we repurchased 50,000 shares at an average price of $22.33 (below tangible book value), totaling $1.1 million * See Reconciliation of Non-GAAP Financial Measures in the Appendix.

11 Third Quarter 2025 Overview Highlights • Tax-equivalent net interest margin increased to 3.08% from 2.93%, driven by the repositioning of securities in Q2 (13bp impact, as anticipated) and higher average interest-earning assets, strongly impacted by deposit growth • Net income and diluted EPS for Q3 was $7.5 million and $0.47, respectively • 28% improvement in sequential quarter pre-tax pre-provision net income • Originated $100.7 million in new loans ($69.0 million funded) including $85.3 million in commercial loans ($65.4 million funded) in Q3 • Non-accrual and classified loans to total loans at year-to-date low for 2025 Capital • Strong capital allowed for the repurchase of $1.1 million in shares in Q3 at prices below tangible book value • Bancorp total risk-based capital remained strong at 16.13% • Bancorp TCE / TA of 9.7%, and 8.2% when adjusted for HTM securities 1 Key Operating Trends • Tax-equivalent yield on interest-earning assets increased 17 basis points in Q3 over Q2 to 4.27% resulting from higher average balances on cash at the Fed and higher yields on both loans and investment securities • Total cost of deposits increased 1bp at 1.29% (interest-bearing 2.24%) for Q3 • Spot rate at 9/30/25 of 1.25% (interest-bearing 2.18%) declined from 6/30/25 of 1.29% (interest-bearing 2.24%) • Book value per share was $27.57 and tangible book value per share1 was $22.92 Deposits and Liquidity • Total deposits increased $137.5 million, primarily due to inflows from existing relationships combined with new relationships • Non-interest bearing deposits remained a strong 43.1% of total deposits • Immediately available net funding of $2.0 billion, representing 202% coverage of estimated uninsured deposits Credit Quality • No provision for credit losses in Q3 or the prior quarter • Non-accrual loans decreased to 1.51% of total loans from 1.57% in the prior quarter • Classified loans decreased to 2.36% of total loans in Q3 from 2.95% of total loans in Q2 largely due to upgrades of two commercial real estate loans totaling $9.1 million 1 See Reconciliation of Non-GAAP Financial Measures in the Appendix

S E C T I O N Funding , L iquidity and Capita l 02

13 Strong Deposit Franchise • Bank of Marin ranked #1 on the west coast and #4 nationwide in 2025 by S&P Global Market Intelligence for best deposit franchise among banks with total assets between $3 billion and $10 billion • Deposit mix continues to favor a high percentage of non-interest bearing deposits of 43.1% highlighting our relationship banking model • Total cost of deposits was 1.29% (interest-bearing 2.24%) for 3Q'25 and 1.28% (interest-bearing 2.24%) for the prior quarter • Spot rate was 1.25% (interest-bearing 2.18%) as of September 30, 2025, and down to 1.23% (interest-bearing 2.17%) as of October 16, 2025 • Bank continued strategic pricing adjustments with limited rate related outflows Total Deposit Mix at 3Q'25Total Deposits ($ in millions) $3.38B

14 • 43% of new accounts consisted of new relationships to the Bank by count • 41% of new accounts were non-interest bearing by count • Average weighted cost for all new interest bearing accounts at 2.38% • Reciprocal deposit network program (expanded FDIC insurance products) utilization increased by $71.9 million New Accounts Mix (by count) 3Q'25Granular Deposit Account Composition 1,049 (in thousands; except for # of Accounts) Interest Bearing Non-Interest Bearing Total Consumer Account Balances $ 951,966 $ 316,000 $ 1,267,966 # of Accounts 14,693 17,432 32,125 Avg Balance Per Account $ 65 $ 18 $ 39 Business Account Balances $ 972,533 $ 1,136,340 $ 2,108,873 # of Accounts 3,854 11,106 14,960 Avg Balance Per Account $ 252 $ 102 $ 141 *Excludes internal operating accounts such as holding company cash and deposit settlement accounts totaling $5.7 million Deposit Accounts Mix - Consumer vs Business 3Q'25

15 Strong Liquidity: $2.0 Billion in Net Availability • Immediately available contingent funding represented 202% of estimated uninsured and/or uncollateralized deposits at September 30, 2025 • The Bank has long-established minimum liquidity requirements regularly monitored using metrics and tools similar to larger banks, such as the liquidity coverage ratio and multi-scenario, long-horizon stress tests • Deposit outflow assumptions for liquidity monitoring and stress testing are conservative relative to actual experience Liquidity & Uninsured Deposits ($ in millions) 2.0x Coverage Ratio At September 30, 2025 ($ in millions) Total Available Amount Used Net Availability Internal Sources Unrestricted Cash 1 $ 201.4 N/A $ 201.4 Unencumbered Securities 442.2 N/A 442.2 External Sources FHLB line of credit 931.4 — 931.4 FRB line of credit 326.3 — 326.3 Lines of credit at correspondent banks 125.0 — 125.0 Total Liquidity $ 2,026.3 $ — $ 2,026.3 1 Excludes cash items in transit Note: Access to brokered deposit purchases through networks such as Intrafi and Reich & Tang and brokered CD sales not included above

16 1 Taxable equivalent 2 See Reconciliation of Non-GAAP Financial Measures in the Appendix 3 Related tax benefit calculated using blended statutory rate of 29.5636% 4 Includes unrealized losses resulting from securities transferred from AFS to HTM that are currently in AOCI High-Quality Securities Portfolio Generates Cash Flow Data as of 9/30/25 ($ in millions at Fair Value) $543.6MM $811.8MM ($ in millions at Cost) Average Yield1 — 4.44% Approx. Effective Duration — 2.43 Unrealized Losses, net (pre tax) — $7.7 million Unrealized Losses, net (after tax3) — $5.4 million TCE Bancorp — 9.7% Average Yield1 — 2.40% Approx. Effective Duration — 5.18 Unrealized Losses4, net (pre tax) — $96.8 million Unrealized Losses4, net (after tax3) — $68.2 million TCE Bancorp w/ HTM2 — 8.2% 2

17 AOCI and Tangible Equity

18 Focused on delivering Long-Term, Consistent Growth ▪ Proven ability to grow both organically and through M&A ▪ Consistent cash dividend provides stable and reliable return for shareholders Note: Tangible book value per share (TBVPS) equals total shareholders’ equity, less intangible assets including goodwill and core deposit intangibles, divided by outstanding common shares at period end. Accumulated other comprehensive income (AOCI) represents the unrealized gains (losses) on available-for-sale securities, net of tax. Components of these calculations were derived from our financial reports filed with the SEC for each respective period. Additional information for Q325 can be found in the Reconciliation of Non-GAAP Financial Measures in the Appendix.

S E C T I O N Lending and Asset Qual i ty 03

20 • Loan originations peaked in Q3 with $69 million funded • Notable pipeline growth and diversification from key hires, compensation program enhancements, and calling programs • Sound underwriting produces a high- quality loan portfolio with low credit costs and stable earnings through cycles • Extending credit and serving the needs of existing clients while ensuring new opportunities present the appropriate levels of risk and return Prudent, Sustainable Model for Loan Growth Total Loans ($ in billions) 1Includes American River Bank loans acquired in 3Q21 1

21 Well-diversified Loan Portfolio As of 9/30/25 - No material changes from 2Q'25 • Loan portfolio is well-diversified across borrowers, industries, loan and property types within our geographic footprint • 88% of all loans and 93% of loans excluding nonprofit organizations are guaranteed by owners of the borrowing entities • Non-owner occupied commercial real estate is well-diversified by property type with 89% of loans (90% of loans excluding nonprofit organizations) being guaranteed by owners of the borrowing entities • Since 2001, net charge-offs for all NOO CRE and OO CRE totals $2.4 million • Construction loans represent a small portion of the overall portfolio 3Q'25 Total Loans $2.1B 3Q'25 Total NOO-CRE Loans $1.3B

22 Low Refinance Risk in NOO CRE Portfolio through 2026 • We conducted a DEEP DIVE on loans maturing or repricing before year-end 2026 * • PORTFOLIO IS WELL-POSITIONED TO ABSORB HIGHER RATE ENVIRONMENT AT MATURITY OR REPRICING DATE • Wtd. Avg. DSC Assumptions for Maturing Loans: Current market interest rate + spread of 3.00%, fully drawn commercial real estate lines of credit, 25-year amortization • Wtd. Avg. DSC Assumptions for Repricing Loans: Current market interest rate + contractual spread, fully drawn commercial real estate lines of credit, remaining amortization on each loan Maturing Loan Commitments > $1.0MM # of loans Commitment Outstanding Balance Wtd. Avg. Rate Wtd. Avg. DSC 2025 18 $67.1MM $63.6MM 5.23% 1.18x 2026 27 $95.5MM $88.5MM 4.69% 1.29x TOTAL 45 $162.6MM $152.1MM Repricing Loan Commitments > $1.0MM # of loans Commitment Outstanding Balance Wtd. Avg. Rate Wtd. Avg. DSC 2025 7 $14.8MM $14.8MM 4.81% 1.39x 2026 24 $55.8MM $55.8MM 3.92% 1.51x TOTAL 31 $70.6MM $70.6MM *Commitments, outstanding balances and weighted average rates as of 9/30/25

23 • $365 million in credit exposure spread across our lending footprint comprised of 149 loans • $2.4 million average loan balance – largest loan at $15.6 million • 67% weighted average loan-to-value and 1.63x weighted average debt-service coverage ratio* • City of San Francisco NOO CRE office exposure is 3% of total loan portfolio and 5% of total NOO CRE loans NOO CRE Office Portfolio by County * Calculated for loans exceeding $1 million, based on the most recent annual review process, and net of individual reserves Non-owner Occupied Office Exposure As of 9/30/25 - No material changes from 2Q'25 $365MM County of San Francisco NOO CRE Office Portfolio Total Balance: $60.7 million Average Loan Bal: $5.5 million Number of Loans: 12 loans Wtd. Average LTV*: 64% Wtd. Average DCR: 1.35x Average Occupancy: 82% 11 of the 12 loans are secured by low rise buildings and one loan is secured by a 10 story building

24 *Calculated for loans exceeding $1 million, based on the most recent annual review process Note: Sacramento includes surrounding regional counties NOO CRE Portfolio Diversified Across Property Type & County As of 9/30/25 - No material changes from 2Q'25 Average Balance: $1.8MM Largest Balance: $13.5MM Total # of Loans: 138 Wtd. Avg. LTV*: 62% Average Balance: $2.0MM Largest Balance: $14.3MM Total # of Loans: 82 Wtd. Avg. LTV*: 49% Average Balance: $1.8MM Largest Balance: $21.2MM Total # of Loans: 122 Wtd. Avg. LTV*: 62% Retail 3Q'25 Warehouse & Industrial 3Q'25 Multifamily 3Q'25 $247MM $168MM $214MM Other Bay Area 3%

25 * Loan-to-value largely based on appraised values at origination, or updated appraisals for certain classified loans, and balances as of 9/30/25 Owner-Occupied CRE Portfolio As of 9/30/25 - No material changes from 2Q'25 OO CRE by County 3Q'25 Average Balance: $1.1MM Largest Loan: $14.6MM Wtd. Avg. LTV*: 47% Total Balance: $314.0MM Total Loans: 282 OO CRE by Type 3Q'25 $314MM $314MM Average Balance: $0.7MM Largest Loan: $7.1MM Wtd. Avg. LTV*: 55% Total Balance: $60.3MM Total Loans: 83 OO CRE Office Portfolio by County 3Q25 $60MM Mixed use 2%

26 * Loan-to-value largely based on appraised values at origination, or updated appraisals for certain high dollar loans and, balances as of 9/30/25 Construction Portfolio Concentrations As of 9/30/25 Construction by Type 3Q'25 Construction by County 3Q'25 Average Balance: $1.8MM Largest Loan: $3.0MM Wtd. Avg. LTV*: 64% Total Balance: $15.9MM Unfunded Commitments: $6.1MM Total Loans: 8 $16MM $16MM

27 History of Strong Asset Quality • Allowance for credit losses to total loans of 1.43%, down slightly from the prior quarter • Consistent, robust credit culture and underwriting principles support strong asset quality • Net charge-offs have consistently been negligible for the last five years due to strong underwriting fundamentals, except that in 4Q'23 and 1Q'25 charge-offs included $406 and $809 thousand charged to the allowance due to the sales of acquired loans.

28 Historical Credit Quality 0.05% 0.01% 0.33% 0.53% 0.38% 0.49% 0.38% 0.00% (0.01%) 0.04% (0.16%) 0.01% 0.00% 0.00% 0.00% 0.00% 0.00% 0.02% 0.00% 0.00% 0.06% 0.17% 0.96% 1.61% 2.10% 1.22% 0.84% 0.23% 0.09% 0.00% 0.03% 0.03% 0.06% 0.07% 0.02% (0.01%) 0.00% 0.02% 0.06% 0.03% 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 Q3'25 BMRC Peer Median 1 Peers as defined in BMRC’s Proxy Statement. 1 Net Charge-Offs / Average Loans Peer Median1

S E C T I O N Income Statement Highl ights 04

30 Historical Performance Net Interest Margin - Taxable EquivalentEfficiency Ratio Core Return on Average Assets1 Core Return on Average Tangible Common Equity1 55.6% 63.1% 54.4% 73.8% 111.6% 68.9% 2020 2021 2022 2023 2024 Q3 '25 3.55% 3.17% 3.11% 2.63% 2.63% 3.08% 2020 2021 2022 2023 2024 Q3'25 9.52% 11.43% 14.31% 7.39% 5.17% 8.44% 2020 2021 2022 2023 2024 Q3'25 1.04% 1.11% 1.13% 0.63% 0.49% 0.80% 2020 2021 2022 2023 2024 Q3'25 1 Core net income as defined by S&P Global is net income after taxes (assumes 21% statutory tax rate) and before extraordinary items, less net income attributable to noncontrolling interest, gain on the sale of held to maturity and available for sale securities, amortization of intangibles, goodwill and nonrecurring items

31 • Linked-quarter NIM increased 15 bps due primarily to higher interest earning assets and higher securities yields, largely due to the effects of the 2Q'25 AFS securities restructuring, contributing 13bps to annualized NIM • Although loan yields rose, the average balance decrease resulted in a negative impact to the quarterly change in NIM • The Bank began deposit rate cuts in August '24 and continues making strategic pricing adjustments into 3Q'25, however there was some significant deposit expansion within existing customers' interest-bearing accounts influencing the slight increase in cost of deposits this quarter • 3Q'25 non-maturity interest-bearing deposit modeling assumptions use average betas of 45% for rising rates (no lag) and 34% for falling rates (no lag) • Our cycle-to-date non-maturity interest-bearing deposit beta was 35% as of 3Q'25 Net Interest Margin Drivers Net Interest Margin Linked-Quarter Change Avg. Monthly Cost of IB Deposits vs. Fed Funds Immediate Change in Interest Rates (in bps) Est. Change in NII, as % in Year 1 in Year 2 Up 400bp 1.8% 12.8% Up 300bp 1.7% 10.0% Up 200bp 1.3% 6.9% Up 100bp 0.9% 3.9% Rates Unch. —% —% Down 100bp -0.9% -2.4% Down 200bp -1.7% -4.8% Down 300bp -2.9% -7.7% Down 400bp -4.5% -11.2% *Please see our 10-Q’s and 10-K’s for more information regarding these simulations. Net Interest Income Simulation Q3'25

32 Loans & Securities — Repricing & Maturity $ in millions, unless otherwise indicated Total Loans1 * at 9/30/2025 Repricing Term Rate Structure 3 months or less 3-12 months 1-3 years 3-5 years 5-15 years Over 15 years Total Floating Rate Variable Rate Floating & Variable Rate at Floor Floating & Variable Rate at Ceiling Fixed Rate C&I $ 76.3 $ 7.2 $ 16.2 $ 38.4 $ 15.1 $ 1.1 $ 154.3 $ 68.6 $ 1.9 $ 12.3 $ — $ 71.5 Real estate: Owner-occupied CRE 5.2 14.4 53.5 57.6 176.6 6.7 314.0 0.9 33.1 96.4 — 183.6 Non-owner occupied CRE 95.9 73.7 209.6 419.7 520.9 4.5 1,324.3 5.6 138.8 324.4 — 855.5 Construction 7.8 8.1 — — — — 15.9 6.6 — 2.6 0.7 6.0 Home equity 95.3 — — — 0.6 — 95.9 95.3 — — — 0.6 Other residential 1.0 11.1 0.1 0.5 0.9 109.3 122.9 — 12.6 91.4 — 18.9 Installment & other consumer 1.3 2.2 6.5 2.5 50.5 0.1 63.1 1.0 7.7 9.1 — 45.3 Total $ 282.8 $ 116.7 $ 285.9 $ 518.7 $ 764.6 $ 121.7 $2,090.4 $178.0 $194.1 $536.2 $ 0.7 $1,181.4 % of Total 14 % 6 % 14 % 25 % 37 % 6 % 100 % 9 % 9 % 26 % — % 57 % Weighted Average Rate 7.08 % 4.89 % 5.04 % 5.09 % 4.59 % 4.55 % 5.11 % 1 Amounts represent amortized cost. Based on maturity date for fixed rate loans and variable rate loans at their floors and ceilings and next repricing date for all other variable rate loans. Does not included prepayment assumptions. Investment Securities2 * at 9/30/25 2 Includes both available-for-sale and held-to-maturity investment securities with prepayment assumptions applied Projected Cash Flow Distribution 3 months or less 3-12 months 1-3 years 3-5 years 5-10 years Over 10 years Total Principal (par) & interest $ 68.7 $ 166.4 $ 324.3 $ 355.5 $ 475.3 $ 181.0 $ 1,571.2 % of Total 4 % 11 % 21 % 23 % 30 % 11 % 100 %

33 Consistent and diverse sources of non-interest income bolster revenue through cycles Investment in our people, branches and technology provide a runway for future growth Non-interest Income1 ($ in millions) Non-interest Expense ($ in millions) 1See Reconciliation of GAAP to Non-GAAP Financial Measures (Excluding Loss on Sale of Securities) 1 Sources of NII Total Non-Interest Components 1 1 1 1 1

S E C T I O N Potent ia l Strateg ic Measures 05

35 Potential Strategic Measures to Unlock and Optimize the Balance Sheet • We are evaluating a potential repositioning of low-yielding held-to-maturity securities in combination with a capital raise • HTM reclassification and securities sales will be executed in parallel with the planned subordinated debt issuance Expected Results HTM Reclassification1 • Reclassify ~$817mm (market value) of HTM securities to AFS — ~$93mm pre-tax discount (inclusive of ~$7mm after-tax included in AOCI) Securities Sale & Reinvestment1 — ~$593mm of securities sold (realized loss of ~$50mm after-tax) and reinvested at higher yield Subordinated Debt Raise • Raise $40mm of Subordinated Debt2 — $20mm downstreamed to the bank subsidiary • Improve earnings stream • Allow reinvestment into company • Reduce securities portfolio duration • Bolster liquidity position • Supports capital generation 1 Based on estimated sale prices as of 10/31/2025, we expect an approximate $50mm after-tax realized loss. Actual realized losses will depend on sale prices at the time sales occur and could be more or less than currently estimated. 2 The company anticipates issuing $40mm in fixed-to-floating rate subordinated notes due in 2035 in a private placement transaction; the proceeds of which would be used for general corporate purposes, which may include a potential balance sheet repositioning Potential Balance Sheet Action

36 8.2% 11.7% Standalone Pro Forma Balance Sheet Repositioning Profitability Impact 0.80% 0.99% Standalone Pro Forma 2026 Net Interest Margin 2026 Return on Average Assets 2026 Return on Average Tangible Common Equity 1 Pro forma estimate includes reclassification of ~$817mm (market value) of HTM Securities with a pre-tax loss of ~$93mm (inclusive of ~$7mm after-tax included in AOCI) as of 10/31/2025, ~$593mm of securities sold (realized loss of ~$50mm after-tax), reinvestment of ~$522mm and subordinated debt issuance of $40mm (actual realized losses from any securities sale will depend on sale prices at the time sales occur and could be more or less than currently estimated) 2 Standalone consensus estimates per FactSet 2 2 3.34% 3.59% Standalone Pro Forma Net Interest Income ($ in millions) $28.2 $36.5 Q3'25 Pro Forma 2 1 1 11

37 9.7% 8.2% Q3'25 Pro Forma Balance Sheet Repositioning Capital Impact1 Tangible Common Equity / Tangible Assets NOO CRE / Total Risk Based Capital 323% 355% Q3'25 Pro Forma Total Risk Based Ratio 16.1% 14.7% Q3'25 Pro Forma Leverage Ratio 10.1% 8.2% Q3'25 Pro Forma 14.9% 11.9% Q3'25 Pro Forma Common Equity Tier 1 Ratio 2 6.5% Well Capitalized Thresholds 5.0% 10.0% 1 Pro forma estimate includes reclassification of ~$817mm (market value) of HTM Securities with a pre-tax loss of ~$93mm (inclusive of ~$7mm after-tax included in AOCI) as of 10/31/2025, ~$593mm of securities sold (realized loss of ~$50mm after-tax), reinvestment of ~$522mm and subordinated debt issuance of $40mm (actual realized losses from any securities sale will depend on sale prices at the time sales occur and could be more or less than currently estimated) 2 Inclusive of after-tax loss from transfer of HTM portfolio to AFS of ~$60mm

39 Ratings Profile Kroll Ratings (11/5/2025) Entity Type Rating Outlook Bank of Marin Bancorp Senior Unsecured Debt BBB Stable Subordinated Debt BBB- Stable Short-Term Debt K3 Bank of Marin Deposit BBB+ Stable Senior Unsecured Debt BBB+ Stable Subordinated Debt BBB Stable Short-Term Deposit K2 Short-Term Debt K2

40 Pro Forma Interest Coverage and Liquidity ($000) 2021Y 2022Y 2023Y 2024Y 2025 YTD Pro Forma Total Investment in subsidiaries 444,191$ 407,532$ 431,819$ 424,987$ 417,865$ 379,337$ Consolidated equity 450,368 412,092 439,062 435,407 443,818 385,290 Double leverage ratio 99% 99% 98% 98% 94% 98% Interest Coverage Earnings: Income from continuing operations before taxes 44,886$ 63,509$ 26,036$ 18,706$ 23,628$ 21,491$ (+) Interest on Borrowings, Subordinated Notes & Debentures and Other 1,370 91 11,562 241 2 2 (+) Interest Attributable to Subordinated Debt Raise1 - - - - - 2,138 Earnings available to cover interest on other borrowings (net of deposit interest expense) 46,256 63,600 37,598 18,947 23,630 23,630 (+) Interest on deposits 2,032 2,458 25,171 46,372 31,543 31,543 Earnings available to cover interest on deposits and other borrowings 48,288$ 66,058$ 62,769$ 65,319$ 55,173$ 55,173$ Interest Expense: Interest on Borrowings, Subordinated Notes & Debentures and Other 1,370$ 91$ 11,562$ 241$ 2$ 2$ Interest Attributable to Subordinated Debt Raise1 - - - - - 2,138 Interest expense on other borrowings (excluding interest on deposits) 1,370 91 11,562 241 2 2,140 Interest on deposits 2,032 2,458 25,171 46,372 31,543 31,543 Interest expense, including interest on deposits 3,402$ 2,549$ 36,733$ 46,613$ 31,545$ 33,683$ Interest coverage on other borrowings (excluding deposit interest expense) - A / C 33.8x 698.9x 3.3x 78.6x 11,815.0x 11.0x Interest coverage on deposits and other borrowings - B / D 14.2x 25.9x 1.7x 1.4x 1.7x 1.6x B D A C 1 Assumes an issuance of $40mm raise with a market coupon, gross spread, offering expenses, and $20 million of proceeds downstreamed to the bank subsidiary 2 Excludes losses on sale of investment securities portfolio repositioning 3 Includes reclassification of ~$817mm (market value) of HTM Securities with a pre-tax loss of ~$93mm (inclusive of ~$7mm after-tax included in AOCI) as of 10/31/2025, ~$593mm of securities sold (realized loss of ~$50mm after-tax), reinvestment of ~$522mm (actual realized losses from any securities sale will depend on sale prices at the time sales occur and could be more or less than currently estimated) 2 2 1, 3 1, 3

41 Reconciliation of GAAP to Non-GAAP Financial Measures (in thousands, except per share amounts; unaudited) September 30, 2025 Tangible Common Equity - Bancorp Total stockholders' equity $ 443,818 Goodwill and core deposit intangible (74,867) Total TCE a 368,951 Unrealized losses on HTM securities, net of tax 1 (68,192) Unrealized losses on HTM securities included in AOCI, net of tax 2 6,952 TCE, net of unrealized losses on HTM securities (non-GAAP) b $ 307,711 Total assets $ 3,869,021 Goodwill and core deposit intangible (74,867) Total tangible assets c 3,794,154 Unrealized losses on HTM securities, net of tax 1 (68,192) Unrealized losses on HTM securities included in AOCI, net of tax 2 6,952 Total tangible assets, net of unrealized losses on HTM securities (non-GAAP) d $ 3,732,914 Bancorp TCE ratio a / c 9.7 % Bancorp TCE ratio, net of unrealized losses on HTM securities (non-GAAP) b / d 8.2 % Tangible Book Value Per Share Common shares outstanding e 16,095 Book value per share $ 27.57 Tangible book value per share a / e $ 22.92 For further discussion about these non-GAAP financial measures, refer to our Form 8-K under Item 9 - Financial Statements and Exhibit 99.1 filed with the SEC on October 27, 2025. 1 Unrealized losses on held-to-maturity securities as of September 30, 2025 of $96.8 million, including the unrealized losses that resulted from the transfer of securities from AFS to HTM, net of an estimated $28.6 million in deferred tax benefits based on a blended state and federal statutory tax rate of 29.56%. 2 The remaining unrealized losses that resulted from the transfer of securities from AFS to HTM, net of an estimated $2.9 million in deferred tax benefits based on a blended state and federal statutory tax rate of 29.56% are added back as they are already included in AOCI.

42 Reconciliation of GAAP to Non-GAAP Financial Measures (Excluding Loss on Sale of Securities) (in thousands; unaudited) Three months ended Nine months ended Pre-tax, pre-provision net income September 30, 2025 June 30, 2025 September 30, 2025 September 30, 2024 Income (loss) before provision for (benefit from) income taxes $ 9,610 $ (11,199) $ 4,892 $ (23,480) Provision for credit losses on loans — — 75 5,550 Pre-tax, pre-provision net income (GAAP) 9,610 (11,199) 4,967 (17,930) Adjustments: Losses on sale of investment securities from portfolio repositioning — 18,736 18,736 32,542 Comparable pre-tax, pre-provision net income (non-GAAP) $ 9,610 $ 7,537 $ 23,703 $ 14,612

43 Reconciliation of GAAP to Non-GAAP Financial Measures (Excluding Loss on Sale of Securities) (in thousands, except per share amounts; unaudited) Three months ended Nine months ended Net income (loss) September 30, 2025 June 30, 2025 September 30, 2025 September 30, 2024 Net income (loss) (GAAP) $ 7,526 $ (8,536) $ 3,866 $ (14,410) Adjustments: Losses on sale of investment securities from portfolio repositioning — 18,736 18,736 32,541 Related income tax benefit1 — (5,538) (5,538) (9,620) Adjustments, net of taxes — 13,198 13,198 22,921 Comparable net income (non-GAAP) $ 7,526 $ 4,662 $ 9,538 $ 8,511 Diluted earnings (loss) per share Weighted average diluted shares 15,934 15,989 15,979 16,076 Diluted earnings (loss) per share (GAAP) $ 0.47 $ (0.53) $ 0.24 $ (0.90) Comparable diluted earnings per share (non-GAAP) $ 0.47 $ 0.29 $ 1.07 $ 0.53 Return on average assets Average assets $ 3,828,876 $ 3,737,794 $ 3,765,281 $ 3,775,320 Return on average assets (GAAP) 0.78 % (0.92)% 0.14 % (0.51)% Comparable return on average assets (non-GAAP) 0.78 % 0.50 % 0.61 % 0.30 % Return on average equity Average stockholders' equity $ 439,950 $ 439,187 $ 438,781 $ 434,773 Return on average equity (GAAP) 6.79 % (7.80)% 1.18 % (4.43)% Comparable return on average equity (non-GAAP) 6.79 % 4.26 % 5.20 % 2.61 % Efficiency ratio Non-interest expense $ 21,328 $ 21,490 $ 64,082 $ 63,480 Net interest income 28,193 25,912 79,051 69,430 Non-interest income (GAAP) 2,745 (15,621) (10,002) (24,113) Losses on sale of investment securities from portfolio repositioning — 18,736 18,736 32,541 Non-interest income (non-GAAP) $ 2,745 $ 3,115 $ 8,734 $ 8,428 Efficiency ratio (GAAP) 68.94 % 208.81 % 92.81 % 140.08 % Comparable efficiency ratio (non-GAAP) 68.94 % 74.03 % 73.00 % 81.53 % 1Related income tax benefit calculated using blended statutory rate of 29.5636%

44 Contact Us Tim Myers President and Chief Executive Officer (415) 763-4970 timmyers@bankofmarin.com Dave Bonaccorso EVP, Chief Financial Officer (415) 884-4758 davebonaccorso@bankofmarin.com Media Requests: Yahaira Garcia-Perea Marketing & Corporate Communications Manager (916) 231-6703 yahairagarcia-perea@bankofmarin.com