Conversion of Company Common Stock. Subject to the terms and conditions of this Agreement, at the Effective Time (and, for the avoidance of doubt, following the Preferred Stock Conversion), by virtue of the Merger and without any further action on the part of Parties or the holders of any of the securities of the Company, each share of Company Common Stock (including shares of Company Common Stock resulting from the Preferred Stock Conversion) that is issued and outstanding immediately prior to the Effective Time (other than any shares to be canceled pursuant to [Section 1.3(g)] and the Dissenting Shares), will be automatically converted into the right to receive # a number of shares of BRPA Common Stock equal to the Exchange Ratio (the “Per Share Merger Consideration”) and # a contingent right to receive # a number of Earnout Shares issuable pursuant to [Section 1.8(a)], if any and # an amount of Earnout Cash payable pursuant to [Section 1.8(b)], if any.

Conversion) converted into the right to receive the termsPer Share Merger Consideration shall be deemed, from and conditions of this Agreement, atafter the Effective Time (and, forClosing, to represent only the avoidance of doubt, followingright to receive the Preferred Stock Conversion),Per Share Merger Consideration and any dividends or other distributions as contemplated by virtue of[Section 1.3(e)] and the Merger and without any further action oncontingent right to receive the part of Parties orEarnout Consideration. If, after the holders of any of the securities of the Company, each shareClosing, shares of Company Common Stock (including any shares of Company Common Stock resulting from the Preferred Stock Conversion) that is issuedare presented to BRPA or the Company for any reason, they shall be cancelled and outstanding immediately prior to the Effective Time (other than any shares to be canceled pursuant to [Section 1.3(g)] and the Dissenting Shares), will be automatically converted into the right to receive # a number of shares of BRPA Common Stock equal to the Exchange Ratio (the “Per Share Merger Consideration”) and # a contingent right to receive # a number of Earnout Shares issuable pursuant to [Section 1.8(a)], if any and # an amount of Earnout Cash payable pursuant to [Section 1.8(b)], if any.exchanged as provided in this Agreement.

Adjustments to the terms and conditions of this Agreement, at the Effective Time (and, for the avoidance of doubt, following the Preferred Stock Conversion), by virtue of the Merger and without any further action on the part of Parties or the holders of any of the securities of the Company, each share of Company Common Stock (including shares of Company Common Stock resulting from the Preferred Stock Conversion) that is issued and outstanding immediately prior to the Effective Time (other than any shares to be canceled pursuant to [Section 1.3(g)] and the Dissenting Shares), will be automatically converted into the right to receive # aConsideration. The number of shares of BRPA Common Stock equalissuable as Merger Consideration or any amount contained herein which is based upon the number of shares of Company Common Stock or Company Preferred Stock, as applicable, shall be equitably adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into shares of BRPA Common Stock, Company Common Stock or Company Preferred Stock, as applicable), extraordinary cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to shares of BRPA Common Stock, Company Common Stock or Company Preferred Stock, as applicable occurring on or after the date hereof but at or prior to the Exchange Ratio (the “Per Share Merger Consideration”) and # a contingent rightEffective Time (or, as it relates to receive # a numberthe Earnout Shares, prior to the date of issuance of such Earnout Shares issuable pursuantin accordance with [Section 1.8]); provided, however, that this [Section 1.3(e)] shall not be construed to [Section 1.8(a)], ifpermit ​ or the Company to take any action with respect to their respective securities that is prohibited by the terms and # an amountconditions of Earnout Cash payable pursuant to [Section 1.8(b)], if any.this Agreement.

then BRPA shall issue, in accordance with [Section 1.8(c)] and subject to the terms and conditions of this Agreement, at the Effective Time (and, for the avoidance of doubt, following the Preferred Stock Conversion), by virtue of the Merger and without any further action on the part of Parties or the holders of any of the securities of the Company,set forth herein, to each shareholder of Company Common Stock outstanding immediately prior to the Effective Time (including the holders of shares of Company Common Stock resulting from the Preferred Stock Conversion) that is issued and outstanding immediately prior to the Effective Time (other than any shares to be canceled pursuant to [Section 1.3(g)] and the Dissenting Shares), will be automatically converted into the right to receive # a number of shares of BRPA Common Stock equal to the Exchange Ratiosuch holder’s Earnout Pro Rata Portion multiplied by twenty-five million (25,000,000) shares of BRPA Common Stock (the “Per Share Merger Consideration”) and # a contingent right to receive # aaggregate number of Earnout Shares issuable pursuantsuch shares being referred to [Section 1.8(a)], if any and # an amount of Earnout Cash payable pursuant to [Section 1.8(b)], if any.as the “Earnout Shares”).