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.

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 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 by the Board. A meeting of the Board may be held without notice immedi

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

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; receive and review reports from the Chief Risk Officer (currently

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 — 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 executi

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

Section 5.5 — General Counsel and Corporate Secretary. The General Counsel and Corporate Secretary shall serve as the chief legal officer of the Corporation and shall have responsibility for all legal affairs of the Corporation and its subsidiaries. The General Counsel shall oversee the engagement and management of outside counsel and shall be responsible for the administration and preservation of attorney-client pri

ARTICLE VI — INDEMNIFICATION AND INSURANCE

Section 6.1 — Indemnification of Directors and Officers. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by the DGCL, as the same exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative

Section 6.2 — Insurance. The Corporation may purchase and maintain insurance, at its expense, on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, enterprise, or nonprofit entity, against any liability asserted against

Section 7.1 — Stock Certificates. The shares of capital stock of the Corporation may be represented by certificates or may be uncertificated, as determined by resolution of the Board of Directors. If shares are represented by certificates, such certificates shall be in such form as the Board of Directors may from time to time prescribe and shall be signed by, or in the name of, the Corporation by the Chair of the Boa

Section 7.2 — Transfers. Transfers of shares of capital stock of the Corporation shall be made only on the books of the Corporation by the holder thereof, or by such holder's attorney duly authorized in writing, and, if such shares are represented by a certificate, upon surrender of the certificate or certificates representing such shares, properly endorsed or accompanied by a duly executed stock transfer power and p

Section 7.3 — Record Holders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwi

Section 7.4 — Lost Certificates. The Board of Directors may direct a new certificate or uncertificated shares to be issued in place of any certificate theretofore issued by the Corporation that is alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen, or destroyed. When authorizing such issuance, the Board may, in its di

ARTICLE VIII — GENERAL PROVISIONS

Section 8.1 — Fiscal Year. The fiscal year of the Corporation shall end on December 31 of each year, unless otherwise fixed by resolution of the Board of Directors.

Section 8.2 — Corporate Seal. The Corporation may have a corporate seal, which shall be in such form as the Board of Directors may from time to time determine. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced. The use of the corporate seal shall not be required for any corporate action.

Section 8.3 — Notices. Whenever, under the provisions of the DGCL, the Certificate of Incorporation, or these Bylaws, notice is required to be given to any director or stockholder, such notice may be given in writing and delivered personally, by mail, by courier, by facsimile, by electronic mail, or by any other form of electronic transmission permitted by the DGCL. If mailed, such notice shall be deemed given when d

Section 8.4 — Waivers of Notice. Whenever any notice is required to be given to any stockholder or director under the provisions of the DGCL, the Certificate of Incorporation, or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, or a waiver by electronic transmission by the person entitled to said notice, whether before or after the time stated therein, shall be deeme

Section 8.5 — Books and Records. The Corporation shall keep correct and complete books and records of account, minutes of the proceedings of its stockholders, Board of Directors, and committees thereof, and a record of its stockholders, giving the names and addresses of all stockholders and the number and class of shares held by each, all in accordance with the requirements of the DGCL . The Corporation shall maintai

Section 9.1 — Amendment by Board. These Bylaws may be amended, altered, or repealed, and new bylaws may be adopted, by resolution of the Board of Directors adopted by the affirmative vote of a majority of the whole Board, at any regular or special meeting of the Board, subject to the right of the stockholders to amend, alter, or repeal these Bylaws as provided in Section 9.2.

Section 9.2 — Amendment by Stockholders. These Bylaws may also be amended, altered, or repealed, and new bylaws may be adopted, by the stockholders of the Corporation at any annual or special meeting of stockholders, in accordance with the Certificate of Incorporation and applicable law. CERTIFICATION I, the undersigned, hereby certify that I am the duly elected, qualified, and acting General Counsel and Corporate Se