The execution and delivery of this Agreement and each Ancillary Agreement to which BRPA and Merger Sub are party by BRPA and Merger Sub does not and will not, and the consummation by BRPA and Merger Sub of the transactions contemplated hereby and thereby does not and will not, and the performance of this Agreement and each such Ancillary Agreements by BRPA and Merger Sub shall not: # conflict with or violate their respective Charter Documents, # conflict with or violate any applicable Legal Requirements, # result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair BRPA’s or Merger Sub’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of BRPA or Merger Sub (other than Permitted Liens) pursuant to, any BRPA Contracts or # result in the triggering, acceleration or increase of any payment to any Person pursuant to any BRPA Contract, including any “change in control” or similar provision of any BRPA Contract, except, with respect to [clauses (ii), (iii) and (iv)])])], for any such conflicts, violations, breaches, defaults, impairments, alterations triggerings, accelerations, increases or other occurrences that would not, individually and in the aggregate, have a BRPA Material Adverse Effect.

The execution and delivery of this Agreement and each Ancillary Agreement to which BRPA and Merger Sub are party by BRPA and Merger Sub does not and will not, and the consummation by BRPA and Merger Sub of the transactions contemplated hereby and thereby doesdo not and will not, and the performance of this Agreementtheir respective obligations hereunder and each such Ancillary Agreements by BRPA and Merger Sub shall not: # conflictthereunder will not, require any consent, approval, authorization or permit of, or filing with or violate their respective Charter Documents, # conflict withnotification to, any Governmental Entity or violate any applicable Legal Requirements, # result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair BRPA’s or Merger Sub’s rights or alter the rights or obligations of anyother third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any(including, without limitation, lenders and lessors), except # for applicable requirements, if any, of the properties or assetsSecurities Act, the Exchange Act, state securities laws, and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which BRPA or Merger Sub (other than Permitted Liens) pursuant to, any BRPA Contracts oris qualified to do business, # result in the triggering, acceleration or increasefiling of any paymentnotifications required under the HSR Act and the expiration of the required waiting period thereunder, and # where the failure to any Person pursuantobtain such consents, approvals, authorizations or permits, or to any BRPA Contract, including any “change in control”make such filings or similar provision of any BRPA Contract, except, with respect to [clauses (ii), (iii) and (iv)])])], for any such conflicts, violations, breaches, defaults, impairments, alterations triggerings, accelerations, increases or other occurrences thatnotifications, would not, individually andor in the aggregate, havereasonably be expected to prevent the consummation of the Merger or otherwise prevent BRPA or Merger Sub from performing its material obligations under this Agreement on a BRPA Material Adverse Effect.timely basis.

Each of BRPA and Merger Sub has all requisite power and authority to enter into this Agreement and each Ancillary Agreement to which BRPA or Merger Sub, respectively is (or with respect to Ancillary Agreements to be entered into at or prior to the Closing, will be) a party and, subject to the receipt of the BRPA Stockholder Approval, to consummate the Merger. The execution and delivery of this Agreement and each Ancillary Agreement by BRPA and Merger Sub, respectively, has been (or with respect to Ancillary Agreements to be entered into at the Closing, will be) duly authorized by all necessary corporate action on the part of BRPA and Merger Sub, subject to the receipt of the BRPA Stockholder Approval. This Agreement and each Ancillary Agreement to which BRPA or Merger Sub, respectively, is (or with respect to Ancillary Agreements to be entered into at or prior to the Closing, will be) a party # has been (or, in the case of Ancillary Agreements to be entered into at or prior to the Closing, will be when executed and Merger Sub are partydelivered) duly executed and delivered by BRPA and Merger Sub does not and # assuming due authorization, execution and delivery thereof by each other party hereto and thereto, is (or, in the case of Ancillary Agreements to be entered into at the Closing, will not,be when executed and the consummation bydelivered) enforceable against BRPA and Merger Sub of the transactions contemplated hereby and thereby does not and will not, and the performance of this Agreement and each such Ancillary Agreementsin accordance with its terms, except as may be limited by BRPA and Merger Sub shall not: # conflict with or violate their respective Charter Documents, # conflict with or violate any applicable Legal Requirements, # result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair BRPA’s or Merger Sub’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of BRPA or Merger Sub (other than Permitted Liens) pursuant to, any BRPA Contracts or # result in the triggering, acceleration or increase of any payment to any Person pursuant to any BRPA Contract, including any “change in control” or similar provision of any BRPA Contract, except, with respect to [clauses (ii), (iii) and (iv)])])], for any such conflicts, violations, breaches, defaults, impairments, alterations triggerings, accelerations, increasesbankruptcy, insolvency, reorganization or other occurrences that would not, individuallysimilar laws affecting the enforcement of creditors’ rights generally and in the aggregate, have a BRPA Material Adverse Effect.by general principles of equity.