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AMENDED AND RESTATED BYLAWS

BELMONT RIDGE FINANCIAL GROUP, INC.

(A Delaware Corporation)

As Amended by Resolution of the Board of Directors

Effective February 28, 2025

Incorporating New Compliance Committee Provisions

Prepared by Calderwood & Harkness LLP 1285 Avenue of the Americas, 40th Floor New York, NY 10019 C&H Matter No. 1045-00002

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PREAMBLE

These Amended and Restated Bylaws (these "Bylaws") of Belmont Ridge Financial Group, Inc. (the "Corporation" or "BRFG"), a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the "DGCL"), are hereby adopted by resolution of the Board of Directors of the Corporation (the "Board" or the "Board of Directors"), effective as of .

These Bylaws supersede and replace in their entirety the prior Bylaws of the Corporation, as previously amended and restated, including all amendments thereto adopted prior to the date hereof. In the event of any conflict between these Bylaws and the Certificate of Incorporation of the Corporation, as amended from time to time (the "Certificate of Incorporation"), the Certificate of Incorporation shall control.

ARTICLE I — OFFICES

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 registered agent at such address shall be as designated in the Corporation's Certificate of Incorporation or as otherwise determined by the Board and filed with the Secretary of State.

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 may from time to time determine.

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.

ARTICLE II — STOCKHOLDERS

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 held solely by means of remote communication in accordance with Section 211(a)(2) of the DGCL. At each annual meeting, the stockholders shall elect directors to succeed those whose terms expire and shall transact such other business as may properly be brought before the meeting in accordance with these Bylaws and applicable law.

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 Certificate of Incorporation. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of stockholders shall be limited to the matters stated in the notice of the meeting.

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 each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting, unless otherwise required by the DGCL or the Certificate of Incorporation. Notice may be given personally, by mail, by electronic transmission, or by any other means permitted under the DGCL. If mailed, such notice shall be deemed given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder's address as it appears on the records of the Corporation.

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 meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At any such adjourned meeting at which a quorum shall be present or represented, any business may be transacted that might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

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." As of the date of the adoption of these Bylaws, there are 179,500,000 shares of common stock issued and outstanding. Unless otherwise required by the DGCL, the Certificate of Incorporation, or these Bylaws, the affirmative vote of the majority of shares present in person or represented by proxy at a meeting at which a quorum is present shall be the act of the stockholders. Election of directors shall be governed by Section 3.2 of these Bylaws.

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 irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person, by delivering to the Corporate Secretary a revocation of the proxy, or by delivering a duly executed proxy bearing a later date.

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 fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board and shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other such action. If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the day next preceding the day on which notice is given, or, if notice is waived, the close of business on the day next preceding the day on which the meeting is held.

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 minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or the Corporate Secretary. Every written consent shall bear the date of signature of each stockholder who signs the consent, and no written consent shall be effective unless, within sixty (60) days of the earliest dated consent delivered in the manner required by this Section, written consents signed by a sufficient number of stockholders to take action are delivered to the Corporation.

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 Bylaws are as follows:

(a) Diane Whitford — Chair of the Board and Chief Executive Officer;

(b) Arthur Connelly — Lead Independent Director;

(d) James Rutherford — Independent Director;

(e) Sandra Villarreal — Independent Director; and

(f) Keith Yamamoto — Independent Director.

Each director shall be elected at the annual meeting of stockholders and shall hold office until such director's successor is duly elected and qualified, or until such director's earlier death, resignation, or removal. Directors need not be stockholders of the Corporation.

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 fill a vacancy shall hold office until the next annual meeting of stockholders and until such director's successor has been duly elected and qualified, or until such director's earlier death, resignation, or removal. No decrease in the authorized number of directors shall shorten the term of any incumbent director.

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 removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.

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 immediately after the annual meeting of stockholders at the same place at which such meeting is held.

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 designated in the notice of the meeting.

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 or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting need be specified in the notice or waiver of notice of such meeting.

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 these Bylaws. If a quorum shall not be present at any meeting, a majority of the directors present may adjourn the meeting from time to time without further notice other than announcement at the meeting, until a quorum shall be present. Members of the Board or any committee thereof may participate in a meeting by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation by such means shall constitute presence in person at such meeting.

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 electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

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 or its subsidiaries in any other capacity and receiving compensation therefor.

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 resolution designating such committee or in any charter adopted for such committee, subject to the limitations set forth in the DGCL and these Bylaws. No committee shall have the power or authority to: (a) approve, adopt, or recommend to the stockholders any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to the stockholders for approval; or (b) adopt, amend, or repeal these Bylaws.

The standing committees of the Board of Directors shall include, at a minimum, the following:

(a) Audit Committee (Section 4.2);

(b) Risk Committee (Section 4.3);

such other committees as the Board may establish from time to time pursuant to Section

Section 4.2 — Audit Committee

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 10A-3 under the Securities Exchange Act of 1934, as amended. At least one member of the Audit Committee shall be an "audit committee financial expert" as defined by the SEC. As of the effective date of these Bylaws, the Chair of the Audit Committee is Margaret Dao.

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 external auditor (currently Caldera & Pope LLP, engagement partner Franklin Dorsey) and the Corporation's internal audit function;

oversee the external auditor relationship, including the appointment, compensation, retention, and oversight of the work of the external auditor;

pre-approve all audit and permissible non-audit services provided by the external auditor;

establish procedures for the receipt, retention, and treatment of complaints received by the Corporation regarding accounting, internal controls, or auditing matters, including the confidential, anonymous submission of concerns by employees; and

perform such other duties and responsibilities as are set forth in the Audit Committee Charter and as may be assigned by the Board from time to time.

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 — Risk Committee

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 Melissa Chu) on the Corporation's risk profile, risk appetite, and risk management activities;

review and recommend for Board approval the Corporation's risk appetite statement, risk limits, and risk management policies;

oversee management's processes for assessing and managing the Corporation's exposure to risks arising from third-party relationships, including Banking-as-a-Service partnerships;

oversee stress testing and capital planning processes; and

perform such other duties and responsibilities as are set forth in the Risk Committee Charter and as may be assigned by the Board from time to time.

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 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. As of the effective date of these Bylaws, the Board has not established a separate Compensation Committee, and matters relating to executive and director compensation are addressed by the full Board.

Section — 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 Governance Committee shall operate in accordance with a charter approved by the Board and shall comply with all applicable NYSE listing standards and SEC rules. As of the effective date of these Bylaws, the Board has not established a separate Nominating and Corporate Governance Committee, and matters relating to director nominations and corporate governance are addressed by the full Board.

Section — 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 on committee authority set forth in the DGCL and these Bylaws.

Section — 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 of business at any meeting of such committee. The act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

ARTICLE V — OFFICERS

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 of Internal Audit. Any number of offices may be held by the same person. The officers of the Corporation as of the effective date of these Bylaws are:

(a) Diane Whitford — Chief Executive Officer;

(b) Raymond Okoye — President and Chief Operating Officer;

(d) Gregory Nardone — General Counsel and Corporate Secretary.

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 appoint and remove subordinate officers, agents, and employees, except as otherwise provided by the Board. The Chief Executive Officer shall have such other powers and duties as may be prescribed by the Board or these Bylaws. The Chief Executive Officer shall ensure that the Corporation and its subsidiaries comply with all applicable laws, regulations, and supervisory requirements.

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 Operating Officer, overseeing the day-to-day operations of the Corporation and its subsidiaries.

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 Chief Financial Officer shall render to the Board, the Chief Executive Officer, and the Audit Committee a full account of the financial condition of the Corporation at reasonable times and whenever requested. The Chief Financial Officer shall have such other powers and duties as may be prescribed by the Board, the Chief Executive Officer, or these Bylaws.

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 privilege and work-product protections. As Corporate Secretary, the General Counsel shall attend all meetings of the Board of Directors and stockholders, shall record all proceedings of such meetings in a book to be kept for that purpose, shall give or cause to be given all notices required by these Bylaws or applicable law, and shall be custodian of the corporate seal, if any, and the Corporation's books and records. The General Counsel and Corporate Secretary shall have such other powers and duties as may be prescribed by the Board, the Chief Executive Officer, or these Bylaws.

**Section — Other Officers.** The Board of Directors may, from time to time, appoint such other officers of the Corporation as it deems necessary or advisable, including, without limitation, a Chief Risk Officer (currently Melissa Chu), a Chief Information Officer or Chief Technology Officer, and a Head of Internal Audit (currently Derek Ballard). Each such officer shall have such powers and duties as may be prescribed by the Board, the Chief Executive Officer, or these Bylaws.

**Section — Removal and Resignation.** Any officer may be removed, with or without cause, by the Board of Directors at any time. Any officer may resign at any time by giving written notice to 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. The removal or resignation of an officer shall be without prejudice to the contract rights, if any, of such officer. The appointment of an officer shall not of itself create contract rights.

**Section — Compensation.** The compensation of officers of the Corporation shall be determined by the Board of Directors or by a committee thereof duly authorized to act on such matters. No officer shall be prevented from receiving compensation by reason of the fact that such officer is also a director of the Corporation.

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 (a "Proceeding"), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, 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, including service with respect to employee benefit plans. Such indemnification shall include the right to be paid the expenses (including attorneys' fees) incurred in defending any such Proceeding in advance of its final disposition, subject to receipt by the Corporation of an undertaking by or on behalf of such person to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such person is not entitled to be indemnified under this Section or otherwise.

The rights conferred in this Section shall be contract rights and shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of such person's heirs, executors, and administrators. The right to indemnification and advancement of expenses conferred in this Section shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, these Bylaws, agreement, vote of stockholders or disinterested directors, or otherwise.

The Corporation may, to the extent authorized from time to time by the Board of Directors, provide indemnification and advancement of expenses to employees and agents of the Corporation or its subsidiaries with the same scope and effect as the provisions of this Section with respect to directors and officers.

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 such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of the DGCL. The Corporation shall maintain directors' and officers' liability insurance in such amounts and with such coverage as the Board of Directors may from time to time determine to be appropriate.

ARTICLE VII — CAPITAL STOCK

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 Board, the Chief Executive Officer, or the President, and by the Chief Financial Officer, the Corporate Secretary, or an Assistant Secretary. Any or all of the signatures on a certificate may be a facsimile. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer at the date of issue. The Corporation's transfer agent and registrar shall countersign all certificates.

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 payment of all taxes thereon. The Corporation shall be entitled to treat the registered holder of any shares as the holder in fact thereof and shall not be bound to recognize any equitable or other claim or interest in such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by the DGCL.

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 otherwise provided by the DGCL.

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 discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate, or such owner's legal representative, to give the Corporation a bond or other security sufficient to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft, or destruction of such certificate or the issuance of such new certificate or uncertificated shares.

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 deposited in the United States mail, postage prepaid, addressed to the person entitled thereto at such person's address as it appears on the records of the Corporation. If given by electronic transmission, such notice shall be deemed given at the times specified in the DGCL.

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 deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends the meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.

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 maintain all books and records as required by the DGCL, the rules and regulations of the SEC, NYSE listing standards, and applicable federal and state banking laws and regulations, .

ARTICLE IX — AMENDMENTS

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 Secretary of Belmont Ridge Financial Group, Inc., a Delaware corporation, and that the foregoing Amended and Restated Bylaws were duly adopted by the Board of Directors of the Corporation at a meeting duly called and held on , at which a quorum of directors was present and acting throughout, and that such Amended and Restated Bylaws are the Bylaws of the Corporation as in effect on and after such date, superseding and replacing in their entirety all prior bylaws of the Corporation.

I further certify that the adoption of these Amended and Restated Bylaws was authorized by a resolution of the Board of Directors receiving the affirmative vote of all six (6) directors then in office, constituting the whole Board, and that such resolution included the establishment of the Compliance Committee as set forth in Section 4.4 hereof.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the Corporation as of the date set forth below.

BELMONT RIDGE FINANCIAL GROUP, INC.

By: ________

Name: Gregory Nardone

Title: General Counsel and Corporate Secretary

Date: February 28, 2025

Corporate Address: Belmont Ridge Financial Group, Inc. 680 Lexington Avenue, 22nd Floor New York, NY 10022

Prepared by Calderwood & Harkness LLP 1285 Avenue of the Americas, 40th Floor New York, NY 10019 C&H Matter No. 1045-00002 Responsible Partner: Philip Hartmann

AMENDED AND RESTATED BYLAWS
OF
BELMONT RIDGE FINANCIAL GROUP, INC.
(A Delaware Corporation)
As Amended by Resolution of the Board of Directors
Effective February 28, 2025
Incorporating New Compliance Committee Provisions
Prepared by Calderwood & Harkness LLP 1285 Avenue of the Americas, 40th Floor New York, NY 10019 C&H Matter No. 1045-00002
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PREAMBLE
These Amended and Restated Bylaws (these "Bylaws") of Belmont Ridge Financial Group, Inc. (the "Corporation" or "BRFG"), a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the "DGCL"), are hereby adopted by resolution of the Board of Directors of the Corporation (the "Board" or the "Board of Directors"), effective as of  .
These Bylaws supersede and replace in their entirety the prior Bylaws of the Corporation, as previously amended and restated, including all amendments thereto adopted prior to the date hereof. In the event of any conflict between these Bylaws and the Certificate of Incorporation of the Corporation, as amended from time to time (the "Certificate of Incorporation"), the Certificate of Incorporation shall control.
ARTICLE I — OFFICES
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 registered agent at such address shall be as designated in the Corporation's Certificate of Incorporation or as otherwise determined by the Board and filed with the Secretary of State.
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 may from time to time determine.
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.
ARTICLE II — STOCKHOLDERS
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 held solely by means of remote communication in accordance with Section 211(a)(2) of the DGCL. At each annual meeting, the stockholders shall elect directors to succeed those whose terms expire and shall transact such other business as may properly be brought before the meeting in accordance with these Bylaws and applicable law.
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 Certificate of Incorporation. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of stockholders shall be limited to the matters stated in the notice of the meeting.
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 each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting, unless otherwise required by the DGCL or the Certificate of Incorporation. Notice may be given personally, by mail, by electronic transmission, or by any other means permitted under the DGCL. If mailed, such notice shall be deemed given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder's address as it appears on the records of the Corporation.
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 meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At any such adjourned meeting at which a quorum shall be present or represented, any business may be transacted that might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.
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." As of the date of the adoption of these Bylaws, there are 179,500,000 shares of common stock issued and outstanding. Unless otherwise required by the DGCL, the Certificate of Incorporation, or these Bylaws, the affirmative vote of the majority of shares present in person or represented by proxy at a meeting at which a quorum is present shall be the act of the stockholders. Election of directors shall be governed by Section 3.2 of these Bylaws.
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 irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person, by delivering to the Corporate Secretary a revocation of the proxy, or by delivering a duly executed proxy bearing a later date.
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 fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board and shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other such action. If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the day next preceding the day on which notice is given, or, if notice is waived, the close of business on the day next preceding the day on which the meeting is held.
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 minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or the Corporate Secretary. Every written consent shall bear the date of signature of each stockholder who signs the consent, and no written consent shall be effective unless, within sixty (60) days of the earliest dated consent delivered in the manner required by this Section, written consents signed by a sufficient number of stockholders to take action are delivered to the Corporation.
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 Bylaws are as follows:
(a) Diane Whitford — Chair of the Board and Chief Executive Officer;
(b) Arthur Connelly — Lead Independent Director;
(c) Margaret Dao — Independent Director;
(d) James Rutherford — Independent Director;
(e) Sandra Villarreal — Independent Director; and
(f) Keith Yamamoto — Independent Director.
Each director shall be elected at the annual meeting of stockholders and shall hold office until such director's successor is duly elected and qualified, or until such director's earlier death, resignation, or removal. Directors need not be stockholders of the Corporation.
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 fill a vacancy shall hold office until the next annual meeting of stockholders and until such director's successor has been duly elected and qualified, or until such director's earlier death, resignation, or removal. No decrease in the authorized number of directors shall shorten the term of any incumbent director.
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 removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.
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 immediately after the annual meeting of stockholders at the same place at which such meeting is held.
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 designated in the notice of the meeting.
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 or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting need be specified in the notice or waiver of notice of such meeting.
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 these Bylaws. If a quorum shall not be present at any meeting, a majority of the directors present may adjourn the meeting from time to time without further notice other than announcement at the meeting, until a quorum shall be present. Members of the Board or any committee thereof may participate in a meeting by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation by such means shall constitute presence in person at such meeting.
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 electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.
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 or its subsidiaries in any other capacity and receiving compensation therefor.
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 resolution designating such committee or in any charter adopted for such committee, subject to the limitations set forth in the DGCL and these Bylaws. No committee shall have the power or authority to: (a) approve, adopt, or recommend to the stockholders any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to the stockholders for approval; or (b) adopt, amend, or repeal these Bylaws.
The standing committees of the Board of Directors shall include, at a minimum, the following:
(a) Audit Committee (Section 4.2);
(b) Risk Committee (Section 4.3);
  such other committees as the Board may establish from time to time pursuant to Section  
Section 4.2 — Audit Committee
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 10A-3 under the Securities Exchange Act of 1934, as amended. At least one member of the Audit Committee shall be an "audit committee financial expert" as defined by the SEC. As of the effective date of these Bylaws, the Chair of the Audit Committee is Margaret Dao.
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 external auditor (currently Caldera & Pope LLP, engagement partner Franklin Dorsey) and the Corporation's internal audit function;
  oversee the external auditor relationship, including the appointment, compensation, retention, and oversight of the work of the external auditor;
  pre-approve all audit and permissible non-audit services provided by the external auditor;
  establish procedures for the receipt, retention, and treatment of complaints received by the Corporation regarding accounting, internal controls, or auditing matters, including the confidential, anonymous submission of concerns by employees; and
  perform such other duties and responsibilities as are set forth in the Audit Committee Charter and as may be assigned by the Board from time to time.
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 — Risk Committee
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 Melissa Chu) on the Corporation's risk profile, risk appetite, and risk management activities;
  review and recommend for Board approval the Corporation's risk appetite statement, risk limits, and risk management policies;
  oversee management's processes for assessing and managing the Corporation's exposure to risks arising from third-party relationships, including Banking-as-a-Service partnerships;
  oversee stress testing and capital planning processes; and
  perform such other duties and responsibilities as are set forth in the Risk Committee Charter and as may be assigned by the Board from time to time.
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 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. As of the effective date of these Bylaws, the Board has not established a separate Compensation Committee, and matters relating to executive and director compensation are addressed by the full Board.
Section   — 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 Governance Committee shall operate in accordance with a charter approved by the Board and shall comply with all applicable NYSE listing standards and SEC rules. As of the effective date of these Bylaws, the Board has not established a separate Nominating and Corporate Governance Committee, and matters relating to director nominations and corporate governance are addressed by the full Board.
Section   — 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 on committee authority set forth in the DGCL and these Bylaws.
Section   — 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 of business at any meeting of such committee. The act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
ARTICLE V — OFFICERS
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 of Internal Audit. Any number of offices may be held by the same person. The officers of the Corporation as of the effective date of these Bylaws are:
(a) Diane Whitford — Chief Executive Officer;
(b) Raymond Okoye — President and Chief Operating Officer;
(c) Samantha Reeves — Chief Financial Officer; and
(d) Gregory Nardone — General Counsel and Corporate Secretary.
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 appoint and remove subordinate officers, agents, and employees, except as otherwise provided by the Board. The Chief Executive Officer shall have such other powers and duties as may be prescribed by the Board or these Bylaws. The Chief Executive Officer shall ensure that the Corporation and its subsidiaries comply with all applicable laws, regulations, and supervisory requirements.
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 Operating Officer, overseeing the day-to-day operations of the Corporation and its subsidiaries.
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 Chief Financial Officer shall render to the Board, the Chief Executive Officer, and the Audit Committee a full account of the financial condition of the Corporation at reasonable times and whenever requested. The Chief Financial Officer shall have such other powers and duties as may be prescribed by the Board, the Chief Executive Officer, or these Bylaws.
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 privilege and work-product protections. As Corporate Secretary, the General Counsel shall attend all meetings of the Board of Directors and stockholders, shall record all proceedings of such meetings in a book to be kept for that purpose, shall give or cause to be given all notices required by these Bylaws or applicable law, and shall be custodian of the corporate seal, if any, and the Corporation's books and records. The General Counsel and Corporate Secretary shall have such other powers and duties as may be prescribed by the Board, the Chief Executive Officer, or these Bylaws.
**Section   — Other Officers.** The Board of Directors may, from time to time, appoint such other officers of the Corporation as it deems necessary or advisable, including, without limitation, a Chief Risk Officer (currently Melissa Chu), a Chief Information Officer or Chief Technology Officer, and a Head of Internal Audit (currently Derek Ballard). Each such officer shall have such powers and duties as may be prescribed by the Board, the Chief Executive Officer, or these Bylaws.
**Section   — Removal and Resignation.** Any officer may be removed, with or without cause, by the Board of Directors at any time. Any officer may resign at any time by giving written notice to 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. The removal or resignation of an officer shall be without prejudice to the contract rights, if any, of such officer. The appointment of an officer shall not of itself create contract rights.
**Section   — Compensation.** The compensation of officers of the Corporation shall be determined by the Board of Directors or by a committee thereof duly authorized to act on such matters. No officer shall be prevented from receiving compensation by reason of the fact that such officer is also a director of the Corporation.
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 (a "Proceeding"), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, 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, including service with respect to employee benefit plans. Such indemnification shall include the right to be paid the expenses (including attorneys' fees) incurred in defending any such Proceeding in advance of its final disposition, subject to receipt by the Corporation of an undertaking by or on behalf of such person to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such person is not entitled to be indemnified under this Section or otherwise.
The rights conferred in this Section shall be contract rights and shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of such person's heirs, executors, and administrators. The right to indemnification and advancement of expenses conferred in this Section shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, these Bylaws, agreement, vote of stockholders or disinterested directors, or otherwise.
The Corporation may, to the extent authorized from time to time by the Board of Directors, provide indemnification and advancement of expenses to employees and agents of the Corporation or its subsidiaries with the same scope and effect as the provisions of this Section with respect to directors and officers.
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 such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of the DGCL. The Corporation shall maintain directors' and officers' liability insurance in such amounts and with such coverage as the Board of Directors may from time to time determine to be appropriate.
ARTICLE VII — CAPITAL STOCK
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 Board, the Chief Executive Officer, or the President, and by the Chief Financial Officer, the Corporate Secretary, or an Assistant Secretary. Any or all of the signatures on a certificate may be a facsimile. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer at the date of issue. The Corporation's transfer agent and registrar shall countersign all certificates.
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 payment of all taxes thereon. The Corporation shall be entitled to treat the registered holder of any shares as the holder in fact thereof and shall not be bound to recognize any equitable or other claim or interest in such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by the DGCL.
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 otherwise provided by the DGCL.
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 discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate, or such owner's legal representative, to give the Corporation a bond or other security sufficient to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft, or destruction of such certificate or the issuance of such new certificate or uncertificated shares.
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 deposited in the United States mail, postage prepaid, addressed to the person entitled thereto at such person's address as it appears on the records of the Corporation. If given by electronic transmission, such notice shall be deemed given at the times specified in the DGCL.
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 deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends the meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.
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 maintain all books and records as required by the DGCL, the rules and regulations of the SEC, NYSE listing standards, and applicable federal and state banking laws and regulations, .
ARTICLE IX — AMENDMENTS
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 Secretary of Belmont Ridge Financial Group, Inc., a Delaware corporation, and that the foregoing Amended and Restated Bylaws were duly adopted by the Board of Directors of the Corporation at a meeting duly called and held on  , at which a quorum of directors was present and acting throughout, and that such Amended and Restated Bylaws are the Bylaws of the Corporation as in effect on and after such date, superseding and replacing in their entirety all prior bylaws of the Corporation.
I further certify that the adoption of these Amended and Restated Bylaws was authorized by a resolution of the Board of Directors receiving the affirmative vote of all six (6) directors then in office, constituting the whole Board, and that such resolution included the establishment of the Compliance Committee as set forth in Section 4.4 hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the Corporation as of the date set forth below.
BELMONT RIDGE FINANCIAL GROUP, INC.
By: ________
Name: Gregory Nardone
Title: General Counsel and Corporate Secretary
Date: February 28, 2025
Corporate Address: Belmont Ridge Financial Group, Inc. 680 Lexington Avenue, 22nd Floor New York, NY 10022
Prepared by Calderwood & Harkness LLP 1285 Avenue of the Americas, 40th Floor New York, NY 10019 C&H Matter No. 1045-00002 Responsible Partner: Philip Hartmann

AMENDED AND RESTATED BYLAWS

BELMONT RIDGE FINANCIAL GROUP, INC.

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CERTIFICATION

BELMONT RIDGE FINANCIAL GROUP, INC.

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