solicit, make, effect, initiate, cause or, in any way participate in (other than by granting a proxy to management representatives), directly or indirectly, any “solicitation” of “proxies” (as such terms are defined in the proxy rules of the Securities and Exchange Commission promulgated pursuant to Section 14 of the Exchange Act) or consents from any holders of any securities of the Company;

Registered shareholders of the Company unable to attend the Meeting are requested to date, sign and return their form of proxy in the enclosed envelope or to vote by telephone or facsimile or using the internet in accordance with the instructions on the form of proxy. If you are a non-registered shareholder of the Company and receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by your broker or by the other intermediary. Failure to do so may result in your shares not being eligible to be voted by proxy at the Meeting.

In order to be valid, you must return the completed form of proxy to the Company’s transfer agent Computershare Investor Services Inc., Attention: Proxy Department, 510 Burrard Street, Vancouver, British Columbia, ​ 3A8, not later than 48 hours, excluding Saturdays, Sundays and holidays, prior to the time fixed for the Meeting or any adjournment(s) or postponement(s) thereof. Alternative, a proxy may be voted over the internet at www.investorvote.com, by facsimile within North America toll free at 1-​, or outside North America at 1-​, or by telephone within North America toll-free at 1-866-7328683, or outside North America at 1-​.

You can choose any person to be your proxyholder. It is not necessary for the person whom you choose as your proxyholder to be a shareholder of the Company. To make such an appointment, simply fill in the person’s name in the blank space provided in the enclosed form of proxy. To vote your shares, your proxyholder must attend the Meeting. If you do not fill a name in the blank space in the enclosed form of proxy, the persons named in the form of proxy are appointed to act as your proxyholder (the “Management Proxyholders”). Those persons are directors, officers or other authorized representatives of the Company.

This proxy will automatically terminate upon the termination of the Exemption Agreement in accordance with its terms. Additionally, this proxy will automatically terminate with respect to a Proxyholder if he or she ceases to be an officer and/or employee of the Company. This proxy may not be transferred by any Proxyholder or assumed by any person without the express prior written consent of the undersigned. The Stockholders acknowledge that the foregoing provisions of this paragraph shall not preclude or require the Stockholders’ consent for the substitution or resubstitution of a new Proxyholder who is also an officer and/or employee of the Company.

"Control" means the direct or indirect power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

Promptly upon the furnishing thereof to its shareholders generally, copies of all financial statements, reports and proxy statements so furnished.

“Proxy Statement” means the proxy statement filed by BRPA as part of the Registration Statement with respect to the BRPA Special Meeting for the purpose of soliciting proxies from BRPA Stockholders to approve the BRPA Stockholder Matters (which shall also provide the BRPA Stockholders with the opportunity to redeem their shares of BRPA Common Stock in conjunction with a stockholder vote on the Business Combination).

Except for the litigation initiated by the Company, there are no pending or threatened actions, investigations, or proceedings affecting the Company, the Proxy Group, or the Proxy Group Shares before any court, governmental authority, or arbitrator. If any pending or threatened actions, investigations, or proceedings brought by a Party exist, they have been postponed and shall be voluntarily dismissed with prejudice as provided in this Agreement.

The number of shares to be issued will be dependent upon the percentage payout under the Plan. Refer to the Company's Proxy Statement for further details.