Delivery of Earnout Consideration. BRPA will deliver, or cause to be delivered, to the Exchange Agent the Earnout Shares and/or Earnout Cash, as applicable, in each case, in accordance with Section 1.8. Promptly after the Exchange Agent’s receipt of the Earnout Shares and/or Earnout Cash from BRPA, the

Your Consideration and Release. In exchange for the consideration the Company is providing under this Agreement, You agree as follows:

Consideration; Subject to Plan. The grant of the Option is made in consideration of the services rendered and to be rendered by the Optionee to the Company and is subject to the terms and conditions of the Plan. Capitalized terms used but not defined herein will have the meaning ascribed to them in the Plan.

Absence of Alternative Consideration. No consideration (including any modification of any Transaction Document) shall be offered or paid to to any Noteholder electing to exchange Indebtedness for Shares unless the same consideration is also offered to all Noteholders.

Acceptance; Consideration of Agreement. Executive further acknowledges that he has been provided twenty-one (21) days to consider and accept this Agreement from the date it was first given to him, although he may accept it at any time within those twenty-one (21) days.

Fair and Reasonable Consideration. Employee acknowledges and agrees that this Agreement is supported by fair and reasonable consideration independent of, and in addition to, Employee’s continued employment with the Company. Without limiting the foregoing, Employee acknowledges and agrees that the enhanced payments and benefits provided under Employee’s Executive Agreement with the Company, including but not limited to Employee’s employment as Chief Legal Officer, General Counsel and Corporate Secretary of the Company, and Employee’s receipt of a lump sum payment in the amount of $500 (the “Consideration Payment”), constitute sufficient fair and reasonable consideration to support Employee’s covenants and agreements herein. The Consideration Payment shall be paid to Employee on the Company’s next regularly scheduled payday following the Effective Date.

Acknowledgment of Additional Consideration. The Executive acknowledges that the payments described above in paragraph 3 will fully discharge and satisfy the Company's obligations for monies due to Executive by reason of his employment with Company and which constitute valuable consideration for Executive’s release of claims and other promises herein.

ADEA Release Requirements Satisfied: I acknowledge and agree that this Release satisfies all applicable legal requirements to validly release any claims (including without limitation claims arising under the Age Discrimination in Employment Act, as amended). These requirements are that # I voluntarily entered into this Release with full knowledge of its terms (i.e., free from fraud, duress, coercion or mistake of fact); # this Release is in writing and fully comprehensible and understandable to me; # this Release explicitly waives only current ADEA claims; # this Release does not waive future ADEA claims; # the payments made by the Corporation pursuant to [Sections 4.1(a) through (f)] in the Change in Control Agreement dated ​ constitute monies to which I would not be entitled in the absence of my entering into this Release; # the Corporation advised me in writing to consult an attorney prior to entering into this Release; # the Corporation provided me with at least twenty-one (21) days in which to decide whether to enter into this Release; and # the Corporation provided me with at least seven (7) days within which to revoke this Release after signing it.

Time for Consideration of Offer. Employee acknowledges that the Company provided Employee with this Agreement on or before November 9, 2015, and that the offer provided Employee with a period of twenty-one (21) days from the date of receipt to consider the offer and this Agreement (the "consideration period"). In order to be eligible for continued employment and the severance benefits offered under this Agreement, Employee must execute and return this Agreement within the consideration period, not revoke it, and agree to and reaffirm this Agreement on the last date of employment, December 18, 2015. After Employee executes this Agreement, Employee has a period of seven (7) days in which Employee may revoke this Agreement in writing delivered to Tracey Jerijervi, Vice President of Human Resources or her designee and void Employee’s release of claims. In the event Employee has not signed and reaffirmed this Agreement by December 18, 2015, or if Employee timely revokes it, this offer will expire and Employee will not be entitled to the Separation Pay offered under this Agreement. If Employee reaffirms this Agreement on December 18, 2015, it will become effective and irrevocable on the day Employee reaffirms it (the “Effective Date”) and only then will Employee be entitled to the Separation Pay and severance benefits offered herein.

Delivery of Per Share Merger Consideration. Upon receipt by the Exchange Agent of a validly executed and delivered Letter of Transmittal, together with the share certificate(s) evidencing the Company Common Stock, and/or Company Preferred Stock, as applicable, or evidence that such securities have been transferred by book entry transfer to an account established by the Exchange Agent, the Exchange Agent shall issue to the applicable Company Stockholder (or its designee) the Per Share Merger Consideration to which such Company Stockholder is entitled under Section 1.3(b).