Securities Matters. The Company shall not be required to deliver Shares until the requirements of any federal or state securities or other laws, rules or regulations (including the rules of any securities exchange) as may be determined by the Company to be applicable are satisfied.

Securities Matters. [[Organization A:Organization]] is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Act and as reflected on the accredited investor questionnaire accompanying this Agreement. [[Organization A:Organization]] has # such knowledge and experience in financial and business matters to render it capable of independently evaluating the risks and merits of purchasing the Note; # independently evaluated the risks and merits of purchasing the Note and has independently determined that the Note is a suitable investment for it; and # sufficient financial resources to bear the loss of its entire investment in such Note. [[Organization A:Organization]] is not purchasing the Note as a result of any advertisement, article, notice, or other communication regarding the Note published in any newspaper, magazine, or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement. The Note being purchased by [[Organization A:Organization]] hereunder for its own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Act. [[Organization A:Organization]] understands that the Note has not been registered under the Act by reason of its issuance in a transaction

#[[Organization A:Organization]] of this Note, by acceptance hereof, agrees that this Note is being acquired for investment purposes and that such [[Organization A:Organization]] will not offer, sell or otherwise dispose of this Note or any Shares acquired on conversion except under circumstances which will not result in a violation of the Securities Act, or any applicable state Blue Sky or foreign laws or similar laws relating to the sale of securities.

Securities Law Matters. The Purchaser hereby acknowledges that the offer and sale of the Purchase Securities and the Warrant Units to the Purchaser are being made as a private placement pursuant to Section 4(a)(2) of the Securities Act and are not being registered under the Securities Act. The Purchaser hereby acknowledges that neither the offer and sale of the Purchase Securities nor the offer and sale of the Warrant Units have been registered under the Securities Act, or registered or qualified under any state securities laws, and the Purchase Securities and the Warrant Units cannot be resold without registration thereunder or exemption therefrom. The Purchaser is an “accredited investor,” as such term is defined in Rule 501(a) of Regulation D under the Securities Act, and will acquire the Purchase Securities and Warrant Units for its own account, not as a nominee or agent, and not with a view to a sale or distribution thereof in violation of the Securities Act, any applicable state “blue sky” laws or any other applicable securities laws, and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the Purchase Securities or the Warrant Units. The Purchaser has sufficient knowledge and experience in financial and business matters to enable it to evaluate the risks of investment in the Purchase Securities and Warrant Units, is purchasing the Purchase Securities with a full understanding of all of the terms, conditions and risks thereof, and at each Closing will bear and have the ability to bear the economic risk of this investment for an indefinite period of time, including, but not limited to, loss of the Purchaser’s entire investment therein. The Purchaser understands and agrees to the terms and conditions under which the Purchase Securities are being offered.

Agreement With Respect to Securities Matters. You agree that you will not sell or otherwise transfer any Shares received pursuant to this Award Agreement except pursuant to an effective registration statement under the U.S. Securities Act of 1933, as amended, or pursuant to an applicable exemption from such registration. Unless a registration statement relating to the Shares issuable upon the lapse of the restrictions on the RSUs pursuant to this Award Agreement is in effect at the time of issuance of such Shares, the certificate(s) for the Shares shall contain the following legend:

Securities. The securities issuable hereunder (“Securities”) are being acquired for his own account and not as nominee for any other party, for investment purposes and not with a view to any resale or distribution thereof.

Employee Matters. None of Holdings, the Borrower or any other Restricted Subsidiary is engaged in any unfair labor practice that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, there is # no unfair labor practice complaint pending or, to the knowledge of Holdings or the Borrower, threatened in writing against Holdings, the Borrower or any other Restricted Subsidiary before the National Labor Relations Board, # no grievance or arbitration proceeding arising out of or under any collective bargaining agreement that is pending or, to the knowledge of Holdings or the Borrower, threatened in writing against Holdings, the Borrower or any other Restricted Subsidiary, # no strike, lockout or work stoppage in existence or, to the knowledge of Holdings or the Borrower, threatened in writing involving Holdings, the Borrower or any other Restricted Subsidiary and # to the knowledge of Holdings or the Borrower, no union organizing activity exists or is taking place with respect to the employees of Holdings, the Borrower or any other Restricted Subsidiary.

Environmental Matters. Except as would not reasonably be expected, individually or in the aggregate, to result in a material liability of the Company and its Subsidiaries, taken as a whole: # the Company and its Subsidiaries have complied with applicable Environmental Laws; # none of the Company or its Subsidiaries or, the knowledge of the Company, any third party has caused any properties currently owned, leased or operated by the Company or its Subsidiaries to be contaminated with any Hazardous Substances; # the properties formerly owned, leased or operated by the Company or its Subsidiaries were not contaminated with Hazardous Substances during the period of ownership, leasing or operation by the Company or its Subsidiaries; # as of the date hereof, none of the Company or its Subsidiaries has received notice that it is potentially liable for any Hazardous Substance disposal or contamination on any third party or public property (whether above, on or below ground or in the atmosphere or water); # as of the date hereof, none of the Company or its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any Subsidiary may be in material violation of or have material liability under any Environmental Law; and # none of the Company or its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or subject to any contractual indemnity or other agreement with any third party relating to a material liability under any Environmental Law, including in relation to Hazardous Substances.

Labor Matters. Neither BRPA nor Merger Sub is a party to any collective bargaining agreement or other labor union contract applicable to persons employed by BRPA or Merger Sub and BRPA does not know of any activities or proceedings of any labor union to organize any such employees. Other than as described in the BRPA SEC Reports, neither BRPA nor Merger Sub has ever had any employees.

FINRA Matters. All of the information provided to the Agent or the Forward Purchaser, or to counsel for the Agent and the Forward Purchaser, by the Company in connection with the offering of the Shares is true, correct and compliant in all material respects with FINRA rules and any letters, filings or other supplemental information provided to FINRA pursuant to FINRA Rules or NASD Conduct Rules is true and correct.