Contract analysis

Section 1.1 — Registered Office. The Corporation shall maintain a registered office in the State of Delaware as required by the DGCL. The registered office of the Corporation shall be located at such place within the State of Delaware as the Board of Directors may from time to time designate by resolution filed with the Secretary of State of the State of Delaware in accordance with applicable law. The Corporation's r

Section 1.2 — Principal Office. The principal office of the Corporation shall be located at 680 Lexington Avenue, 22nd Floor, New York, NY 10022, or at such other place as the Board of Directors may from time to time designate by resolution. The books and records of the Corporation may be kept at such principal office or at such other place or places, within or without the State of Delaware, as the Board of Directors

Section 1.3 — Other Offices. The Corporation may have offices and places of business at such other locations, both within and without the State of Delaware, as the Board of Directors may from time to time determine or as the business and affairs of the Corporation may require. The establishment or closure of any office shall be reported to the Board at the next regular meeting following such establishment or closure.

Section 2.1 — Annual Meeting. The annual meeting of the stockholders of the Corporation shall be held at such date, time, and place, if any, within or without the State of Delaware, as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. The Board of Directors may, in its sole discretion, determine that the meeting shall not be held at any place, but instead may be

Section 2.2 — Special Meetings. Special meetings of the stockholders of the Corporation may be called at any time by the Chair of the Board, the Chief Executive Officer, or by a majority of the Board of Directors, and shall be called by the Corporate Secretary at the request in writing of stockholders owning not less than the percentage of the outstanding shares of capital stock of the Corporation required by the Cer

Section 2.3 — Notice of Meetings. Written notice of each annual or special meeting of stockholders, stating the place, if any, date, and hour of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given to e

Section 2.4 — Quorum. The holders of a majority of the shares of capital stock issued and outstanding and entitled to vote at any meeting of stockholders, present in person or represented by proxy, shall constitute a quorum for the transaction of business at such meeting, except as otherwise provided by the DGCL, the Certificate of Incorporation, or these Bylaws. If a quorum shall not be present or represented at any

Section 2.5 — Voting. Unless otherwise provided in the Certificate of Incorporation or as required by the DGCL, each stockholder shall be entitled to one (1) vote for each share of common stock held by such stockholder of record on the applicable record date on any matter submitted to a vote of the stockholders. The common stock of the Corporation is listed on the New York Stock Exchange under the ticker symbol "BRFG

Section 2.6 — Proxies. Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by proxy. Any such proxy shall be filed with the Corporate Secretary of the Corporation before or at the time of the meeting. No proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A proxy shall be i

Section 2.7 — Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution, or entitled to exercise any rights in respect of any change, conversion, or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may f

Section 2.8 — Action Without Meeting. Unless otherwise provided in the Certificate of Incorporation, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the mi

ARTICLE III — BOARD OF DIRECTORS

Section 3.1 — General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as may be otherwise provided in the DGCL or the Certificate of Incorporation. The Board of Directors shall exercise oversight over the Corporation and its subsidiaries, including BRB, in a manner consistent with applicable law, regulation, and supervisory requirements.

Section 3.2 — Number, Election, and Term. The number of directors constituting the whole Board of Directors shall be fixed from time to time exclusively by resolution of the Board, subject to any requirements set forth in the Certificate of Incorporation. As of the date of the adoption of these Bylaws, the number of directors is fixed at six (6). The directors of the Corporation as of the effective date of these Byla

Section 3.3 — Vacancies. Unless otherwise provided in the Certificate of Incorporation, any vacancy on the Board of Directors, whether resulting from death, resignation, removal, disqualification, an increase in the number of directors, or any other cause, may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum, or by a sole remaining director. A director elected to f

Section 3.4 — Resignation and Removal. Any director may resign at any time by giving written notice to the Chair of the Board, the Chief Executive Officer, or the Corporate Secretary. Such resignation shall take effect at the time specified therein or, if no time is specified, upon receipt thereof. Unless otherwise provided in the Certificate of Incorporation, any director or the entire Board of Directors may be remo

Section 3.5 — Regular Meetings. Regular meetings of the Board of Directors shall be held at least quarterly, or more frequently as required by resolution of the Board or as necessitated by applicable regulatory requirements, at such places, dates, and times as the Board shall from time to time determine. Regular meetings of the Board may be held without notice if the date, time, and place of such meetings are fixed b

Section 3.6 — Special Meetings. Special meetings of the Board of Directors may be called at any time by the Chair of the Board, the Chief Executive Officer, or any two (2) directors, on at least twenty-four (24) hours' notice to each director, either personally, by telephone, by electronic transmission, or by other means of communication. Special meetings may be held at such place, date, and time as shall be designat

Section 3.7 — Notice of Meetings. Notice of any special meeting of the Board of Directors shall be given to each director at least twenty-four (24) hours before the meeting by any means permitted under the DGCL, including personal delivery, telephone, facsimile, electronic mail, or other electronic transmission. Notice of a special meeting need not be given to any director who signs a waiver of notice, whether before

Section 3.8 — Quorum and Voting. A majority of the total number of directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except as otherwise specifically required by the DGCL, the Certificate of Incorporation, or the

Section 3.9 — Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or any committee thereof, may be taken without a meeting if all members of the Board or such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or e

Section 3.10 — Compensation. Directors shall receive such compensation for their services as directors and members of committees as the Board of Directors may determine from time to time by resolution. Directors may also be reimbursed for their expenses of attendance at each meeting of the Board or any committee thereof. Nothing herein contained shall be construed to preclude any director from serving the Corporation

Section 3.11 — Lead Independent Director. The Board of Directors shall designate, from among the independent directors, a Lead Independent Director. As of the effective date of these Bylaws, the Lead Independent Director is Arthur Connelly. The Lead Independent Director shall serve at the pleasure of the independent directors and shall have the following responsibilities: (a) presiding at all meetings of the Board at

ARTICLE IV — COMMITTEES OF THE BOARD OF DIRECTORS

Section 4.1 — General Authority to Establish Committees. The Board of Directors may, by resolution adopted by a majority of the whole Board, designate one or more committees, each consisting of one or more directors of the Corporation. Each such committee shall have and may exercise such authority of the Board of Directors in the management of the business and affairs of the Corporation as shall be provided in the re

Section 4.2.1 — Composition. The Audit Committee shall consist of not fewer than three (3) members of the Board of Directors, each of whom shall be an independent director and shall satisfy the independence requirements set forth in the applicable listing standards of the New York Stock Exchange and the rules and regulations of the Securities and Exchange Commission (the "SEC"), including, without limitation, Rule 10

Section 4.2.2 — Responsibilities. The Audit Committee shall have the authority and responsibility to: (a) oversee the Corporation's financial reporting processes, including the integrity of the Corporation's financial statements and related disclosures; (b) oversee the Corporation's system of internal controls over financial reporting; (c) oversee the qualifications, independence, and performance of the Corporation's

Section 4.2.3 — Meetings. The Audit Committee shall meet at least quarterly, or more frequently as circumstances dictate. The Audit Committee shall meet periodically in separate executive sessions with each of the Corporation's management, the head of the internal audit function, and the external auditor.

Section 4.3.1 — Composition. The Risk Committee shall consist of not fewer than three (3) members of the Board of Directors, each of whom shall be an independent director. As of the effective date of these Bylaws, the Chair of the Risk Committee is Arthur Connelly, who also serves as Lead Independent Director.

Section 4.3.2 — Responsibilities. The Risk Committee shall have the authority and responsibility to: (a) oversee the Corporation's enterprise risk management framework, including the identification, measurement, monitoring, and control of credit risk, market risk, operational risk, liquidity risk, compliance risk, strategic risk, and reputational risk; (b) coordinate with the Compliance Committee on BSA/AML risk matt

Section 4.3.3 — Meetings. The Risk Committee shall meet at least quarterly, or more frequently as circumstances dictate. The Risk Committee shall meet periodically in executive session without management present.

Section 4.4 — Compliance Committee

Section 4.4.1 — Establishment and Purpose. The Board of Directors hereby establishes a standing Compliance Committee of the Board (the "Compliance Committee" or the "Committee"). The purpose of the Compliance Committee is to assist the Board of Directors in fulfilling its oversight responsibilities with respect to the Corporation's and BRB's compliance with: (a) the Bank Secrecy Act and its implementing regulations (

Section 4.4.2 — Composition. The Compliance Committee shall consist of not fewer than three (3) members of the Board of Directors, each of whom shall be an independent director as defined by the applicable listing standards of the New York Stock Exchange. At least one (1) member of the Committee shall have experience or expertise in one or more of the following areas: regulatory compliance, risk management, financial

Section 4.4.3 — Authority and Responsibilities. The Compliance Committee shall have the authority, responsibility, and specific duties described in this Section 4.4.3, in addition to such other duties as the Board of Directors may from time to time delegate to the Committee. In carrying out its responsibilities, the Committee shall act in accordance with these Bylaws, any charter adopted by the Committee and approved

Section 4.4.4 — Meetings. The Compliance Committee shall meet no less frequently than monthly during any period in which a consent order, formal enforcement action, or MRIA relating to BSA/AML or sanctions compliance is outstanding with respect to BRB. At all other times, the Committee shall meet no less frequently than quarterly. Special meetings of the Committee may be called at any time by the Committee Chair, or

Section 4.4.5 — Reporting to the Board. The Committee Chair shall report to the full Board of Directors at each regular Board meeting on the activities, findings, and recommendations of the Compliance Committee. Such report shall include a summary of the matters discussed at each Committee meeting held since the last Board meeting, the status of the remediation program, and any matters requiring Board action or atten

Section 4.4.6 — Access to Information and Resources. The Compliance Committee shall have full and unrestricted access to BRB's management, records, data, systems, personnel, and any other resources necessary to carry out its responsibilities under these Bylaws. No officer, employee, or agent of the Corporation or BRB shall deny or unreasonably delay the Committee's access to any information or resource. The Committee

Section 4.4.7 — Annual Self-Assessment. The Compliance Committee shall conduct an annual self-assessment of its own performance and effectiveness, including an evaluation of whether the Committee has fulfilled its responsibilities under these Bylaws and its charter, the adequacy of its membership and resources, and the quality of its interaction with management, the independent consultant, and the Board. The results

Section 4.4.8 — Coordination with Other Committees. The Compliance Committee shall coordinate with the Audit Committee (Chair: Margaret Dao) on matters relating to BSA/AML independent testing, internal audit findings and remediation verification, and communications from the external auditor (Caldera & Pope LLP) relating to BSA/AML or sanctions compliance matters. The Committee Chairs shall meet at least quarterly, or

Section 4.4.9 — Charter. The Compliance Committee shall adopt and maintain a written charter (the "Compliance Committee Charter") that elaborates upon the authority, responsibilities, procedures, and operating practices set forth in these Bylaws. The Compliance Committee Charter shall be reviewed by the Committee and updated at least annually, and shall be subject to approval by the Board of Directors. Any material a

Section 4.5 — Compensation Committee The Board of Directors may, at its discretion, establish a Compensation Committee consisting of independent directors to oversee the compensation of the Corporation's executive officers and directors. If established, the Compensation Committee shall operate in accordance with a charter approved by the Board and shall comply with all applicable NYSE listing standards and SEC rules.

Section 4.6 — Nominating and Governance Committee The Board of Directors may, at its discretion, establish a Nominating and Corporate Governance Committee consisting of independent directors to identify and recommend candidates for election to the Board, develop and recommend corporate governance guidelines, and oversee the evaluation of the Board and its committees. If established, the Nominating and Corporate Gover

Section 4.7 — Other Committees The Board of Directors may, by resolution adopted by a majority of the whole Board, establish additional standing or ad hoc committees as it deems necessary or advisable from time to time. Each such committee shall consist of one or more directors, shall have such authority and responsibilities as the Board may delegate by resolution or charter, and shall be subject to the limitations o

Section 4.8 — Committee Rules Each committee of the Board may adopt rules for its governance not inconsistent with these Bylaws, the Certificate of Incorporation, or applicable law. Each committee shall keep minutes of its proceedings and shall report to the Board of Directors regularly regarding its activities and recommendations. A majority of the members of a committee shall constitute a quorum for the transaction

Section 5.1 — Officers Generally. The officers of the Corporation shall include a Chief Executive Officer, a President, a Chief Financial Officer, a General Counsel and Corporate Secretary, and such other officers as the Board of Directors may from time to time appoint, including, without limitation, a Chief Compliance Officer, a Chief Risk Officer, a Chief Information Officer, a Chief Technology Officer, and a Head

Section 5.2 — Chief Executive Officer. The Chief Executive Officer shall have general supervision, direction, and control of the business and affairs of the Corporation, subject to the oversight of the Board of Directors. The Chief Executive Officer shall preside at all meetings of the stockholders and, if the Chair of the Board designates, at meetings of the Board. The Chief Executive Officer shall have the power to

Section 5.3 — President. The President shall have such powers and duties as may be prescribed by the Board of Directors or the Chief Executive Officer. In the absence or disability of the Chief Executive Officer, or in the event of a vacancy in the office of Chief Executive Officer, the President shall perform the duties and exercise the powers of the Chief Executive Officer. The President shall also serve as Chief O

Section 5.4 — Chief Financial Officer. The Chief Financial Officer shall have charge and custody of the corporate funds and securities, shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The