Rights as Stockholders. Subject to [Section 7.4] hereof, upon issuance of Restricted Stock, the Participant shall have, unless otherwise provided by the Administrator, all the rights of a stockholder with respect to said shares, subject to the restrictions in an applicable Program or in the applicable Award Agreement, including the right to receive all dividends and other distributions paid or made with respect to the shares; provided, however, that, in the sole discretion of the Administrator, any extraordinary distributions with respect to the shares shall be subject to the restrictions set forth in [Section 7.3] hereof.

No Stockholders Rights. Except as otherwise provided herein or in an applicable Program or Award Agreement, a Participant shall have none of the rights of a stockholder with respect to Shares covered by any Award until the Participant becomes the record owner of such Shares.

No Rights of Stockholders. Neither a Participant nor a Participant’s legal representative shall be, or have any of the rights and privileges of, a stockholder of the Company in respect of any Shares issuable under the Plan in connection with any Award or Account, in whole or in part, unless and until certificates or other indicia of ownership of such shares shall have been issued.

INFORMATION FROM STOCKHOLDERS. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Agreement with respect to the Registrable Shares of the Stockholders that the Stockholders shall furnish to the Company such information regarding itself, the Registrable Shares held by it, and the intended method of disposition of such securities, as shall be required to effect the registration of the Registrable Shares.

Optionees Not Stockholders. Neither the granting of an Option to a Participant nor the deductions from his or her pay shall constitute such Participant a holder of the shares of Common Stock covered by an Option under the Plan until such shares have been purchased by and issued to him or her.

Annual Meeting of Stockholders. Each director is encouraged to attend the Annual Meeting of Stockholders.

Registration Rights Agreement. On or prior to the Closing Date, BRPA, the Company, certain BRPA Stockholders and certain Company Stockholders who will receive BRPA Common Stock pursuant to [Article I], shall enter into a registration rights agreement to be mutually agreed to between the parties thereto (the “Registration Rights Agreement”).

No Voting Rights. The holders of Deferred Stock Units shall have no rights as stockholders of the Company.

“Company Stockholder Agreements” means the (i) First Refusal and Co-Sale Agreement dated as of ​, among the Company and the Company Stockholders party thereto, (ii) Voting Agreement dated as of ​, among the Company and the Company Stockholders party thereto, (iii) Investors’ Rights Agreement dated as of ​, among the Company and the Company Stockholders party thereto, (iv) Stockholders Agreement dated as of ​, by and among the Company and the Company Stockholders party thereto, and (v) Registration Rights Agreement dated as of ​, among the Company and the Company Stockholders party thereto.

Return on Average Stockholders’ Equity. Return on Average Stockholders’ Equity for a Performance Period means an amount, expressed as a percentage, determined by dividing # the Company’s Adjusted Net Earnings for the Performance Period by # the Company’s Average Stockholders’ Equity for the Performance Period.