Restricted Securities. ​ understands that the Shares being purchased are characterized as “restricted securities” under the U.S. securities laws and that the Shares may be resold without registration only in certain limited circumstances, and that the Shares when issued to ​ will bear the restricted legend restricting transfer. ​ is experienced in purchasing securities that are not readily transferable.

Securities Laws. The Company shall not be required to make payment with respect to any shares of common stock prior to the admission of such shares to listing on any stock exchange on which the stock may then be listed and the completion of any registration or qualification of such shares under any federal or state law or rulings or regulations of any government body that the Company, in its discretion, determines to be necessary or advisable.

Voting Securities. The definition of Voting Securities in the Agreement is hereby amended by changing every reference of “the Corporation” in such definition to “Holding.”

Securities Representations. The grant of the Award and issuance of shares of Common Stock upon settlement of the Award shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No shares of Common Stock may be issued hereunder if the issuance of such shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which such shares may then be listed. As a condition to the settlement of the Award, the Company may require you to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation.

(i) Consummation of a sale or other disposition of all or substantially all of the assets of the Company, other than to a corporation with respect to which, following such sale or other disposition, more than 55% of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale or other disposition, of the Outstanding Company Common Stock and Outstanding Company Voting Securities as the case may be; or # shareholder approval of a complete liquidation or dissolution of the Company.

Replacement of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.

No Securities Transactions. Neither the Company nor any of its Affiliates, directly or indirectly, shall engage in any purchases or sales of the securities of BRPA prior to the Effective Time without the consent of BRPA, except as contemplated by this Agreement.

Delivery of Securities. Upon delivery of the Common Shares to be sold by the Selling Stockholder pursuant to this Agreement to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”) and as directed by the Agent, unless delivery is unnecessary because such Common Shares are already in possession of Cede or such nominee, and upon payment of the purchase price for such Common Shares, registration of such Common Shares in the name of Cede or such other nominee and the crediting of such Common Shares on the records of DTC to securities accounts (within the meaning of [Section 8-501(a)] of the UCC) of the Agent: # under [Section 8-501] of the UCC, the Agent will acquire a valid “security entitlement” in respect of such Common Shares and # assuming the Agent has so acquired such security entitlement without notice of any “adverse claim” (within the meaning of [Sections 8-102(a)(1) and 8-105]5] of the UCC) to such Common Shares, no action based on any “adverse claim” (within the meaning of [Section 8-102(a)(1) and 8-105]5] of the UCC) to such Common Shares may be asserted against the Agent; for purposes of this representation, the Selling Stockholder may assume that when such payment, delivery, registration and crediting occur, # such Common Shares being sold by the Selling Stockholder will have been registered in the name of Cede or such other nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, # DTC will be registered as a “clearing corporation” and thus a “securities intermediary” within the meaning of [Section 8-102] of the UCC and its jurisdiction for purposes of Article 8 of the UCC will be the State of New York and # appropriate entries to the securities account or accounts in the name of the Agent on the records of DTC will have been made pursuant to the UCC.

Securities Act Compliance. After the date of this Agreement, the Company shall promptly advise the Agent in writing # of the receipt of any comments of, or requests for additional or supplemental information from, the Commission; # of the time and date of any filing of any post-effective amendment to the Registration Statement, any Rule 462(b) Registration Statement or any amendment or supplement to the Prospectus or any Free Writing Prospectus; # of the time and date that any post-effective amendment to the Registration Statement or any Rule 462(b) Registration Statement becomes effective; and # of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto, any Rule 462(b) Registration Statement or any amendment or supplement to the Prospectus or of any order preventing or suspending the use of any Free Writing Prospectus or the Prospectus, or of any proceedings to remove, suspend or terminate from listing or quotation the Common Shares from any securities exchange upon which they are listed for trading or included or designated for quotation, or, to the knowledge of the Company, of the threatening or initiation of any proceedings for any of such purposes. If the Commission shall enter any such stop order at any time, the Company will use its reasonable efforts to obtain the lifting of such order at the earliest possible moment. Additionally, the Company agrees that it shall comply with the provisions of Rule 424(b) and Rule 433, as applicable, under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) or Rule 433 were received in a timely manner by the Commission.

SECURITIES LAW COMPLIANCE. You may not be issued any Common Stock under your Award unless the shares of Common Stock underlying the Restricted Stock Units are either # then registered under the Securities Act, or # the Company has determined that such issuance would be exempt from the registration requirements of the Securities Act. Your Award must also comply with other applicable laws and regulations governing the Award, and you shall not receive such Common Stock if the Company determines that such receipt would not be in material compliance with such laws and regulations.