Common use of Exclusivity Clause in Contracts

Exclusivity. (a) During the Interim Period, to the extent not inconsistent with the fiduciary duties of the BRPA Board, BRPA shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their Representatives not to, directly or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (i) any Business Combination, merger, or sale of ownership interests or material assets of BRPA, or a recapitalization, share exchange, or similar transaction with respect to BRPA or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “BRPA Competing Transactions”). In addition, BRPA will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any BRPA Competing Transaction. BRPA will promptly (and in any event within two (2) Business Days) notify the Company if BRPA or any of its Subsidiaries, or, to BRPA’s knowledge, any of BRPA’s Representatives receives any inquiry, proposal, offer or submission with respect to a BRPA Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide the Company with a copy of such inquiry, proposal, offer or submission. (b) During the Interim Period, to the extent not inconsistent with the fiduciary duties of the Company Board, the Company shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their Representatives not to, directly or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (i) any merger or sale of ownership interests or material assets of the Company, or a recapitalization, share exchange, or similar transaction with respect to the Company or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “Company Competing Transactions”). In addition, the Company will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Competing Transaction. The Company will promptly (and in any event within two (2) Business Days) notify BRPA if the Company or any of its Subsidiaries, or, to the Company’s knowledge, any of the Company’s Representatives receives any inquiry, proposal, offer or submission with respect to a Company Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide BRPA with a copy of such inquiry, proposal, offer or submission. (c) Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall restrict or limit the ability of the Company Board or the BRPA Board from exercising or acting in accordance with their respective fiduciary duties under applicable law. The Parties agree that the rights and remedies for noncompliance with this Section 4.4 include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy for such injury. (d) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Company Stockholder Approval, the Company Board determines in good faith, after consultation with its outside legal counsel, in response to any proposal or offer from any Person or “group” (as defined in the Exchange Act) to the Company or the Company Board with respect to a Company Competing Transaction (such proposal or offer, an “Acquisition Proposal”) that such Acquisition Proposal constitutes a Superior Proposal and that the failure to terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties under applicable law, the Company or the Company Board may, prior to obtaining the Company Stockholder Approval, terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal; provided, that the Company pays to BRPA the Termination Fee required to be paid pursuant Section 7.2(b)(i) at or after the time of such termination in accordance with Section 7.2(b)(i); provided, further, that the Company will not be entitled to terminate this Agreement in accordance with Section 7.1(h) unless the Company delivers to BRPA a written notice advising BRPA that the Company Board proposes to take such action. For purposes of this Agreement, “Superior Proposal” means a bona fide and written Acquisition Proposal made after the date hereof that the Company Board in good faith determines (after consultation with its outside legal counsel) is reasonably likely to be consummated in accordance with its terms and would, if consummated, result in a transaction that is more favorable from a financial point of view to the stockholders of the Company (solely in their capacity as such) than the transactions contemplated hereby after taking into account all such factors and matters deemed relevant in good faith by the Company Board, including legal, financial (including the financing terms of any such proposal), regulatory, timing or other aspects of such proposal and this Agreement and the transactions contemplated hereby.

Exclusivity. (a) During Until the Interim Perioddate that is [***] following the date that Seller Parties and their Affiliates cease all Manufacturing of Product for Buyer, to the extent not inconsistent with the fiduciary duties its Affiliates and its and their respective licensees and sublicensees, in each case other than as a result of the BRPA Boardtermination of Manufacturing for cause by any such Person, BRPA shall notneither Seller Party shall, and each shall cause its Subsidiaries Affiliates not to, and shall use its reasonable best efforts to cause its and their Representatives not to, directly or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (i) any Business Combination, merger, directly or sale of ownership interests or material assets of BRPA, or a recapitalization, share exchange, or similar transaction with respect to BRPA or any of its Subsidiaries indirectly or (ii) license, authorize, appoint or otherwise enable any financingThird Party to, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other TransactionsManufacture, in each caseany country or jurisdiction in the Territory, any [***] other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “BRPA Competing Transactions”). In addition, BRPA will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect pursuant to any BRPA Competing Transaction. BRPA will promptly (agreement entered into between Seller Parties or their Affiliates and in any event within two (2) Business Days) notify the Company if BRPA Buyer or any of its Subsidiaries, or, to BRPA’s knowledge, any of BRPA’s Representatives receives any inquiry, proposal, offer or submission with respect to a BRPA Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide the Company with a copy of such inquiry, proposal, offer or submissionAffiliates. (b) During For the Interim Periodperiod from the Closing Date until the earlier of (i) entry of a Third Party generic competitor to a Product containing the Lead Compound and (ii) [***] after the Closing Date, to the extent not inconsistent with the fiduciary duties of the Company Boardneither Seller Party shall, the Company shall not, and each shall cause its Subsidiaries Affiliates not to, and shall use its reasonable best efforts to cause its and their Representatives not to, directly or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (i) any merger directly or sale of ownership interests or material assets of the Company, or a recapitalization, share exchange, or similar transaction with respect to the Company or any of its Subsidiaries indirectly or (ii) license, authorize, appoint or otherwise enable any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability Third Party to consummate the Merger and the other TransactionsCommercialize, in each caseany country or jurisdiction in the Territory, any [***] other than pursuant to any agreement entered into between Seller Parties or their Affiliates and Buyer or its Affiliates; provided, that if Buyer or its Affiliates has not submitted an NDA for a Product containing the Merger and Lead Compound within [***] of the other Transactions (the transactions in subsections (i) and (ii), collectively “Company Competing Transactions”). In additionClosing Date, the Company will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Competing Transaction. The Company will promptly restriction in this Section 2.9(b) (and in any event within two (2Exclusivity) Business Days) notify BRPA if shall terminate on the Company or any of its Subsidiaries, or, to date that is [***] following the Company’s knowledge, any of the Company’s Representatives receives any inquiry, proposal, offer or submission with respect to a Company Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide BRPA with a copy of such inquiry, proposal, offer or submissionClosing Date. (c) Notwithstanding anything Nothing in this Agreement to the contrary, nothing contained Section 2.9 (Exclusivity) shall prohibit Seller Parties from (i) Commercializing Coal Tar in this Agreement shall restrict any country or limit the ability of the Company Board or the BRPA Board from exercising or acting in accordance with their respective fiduciary duties under applicable law. The Parties agree that the rights and remedies for noncompliance with this Section 4.4 include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy for such injury. (d) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Company Stockholder Approval, the Company Board determines in good faith, after consultation with its outside legal counsel, in response to any proposal or offer from any Person or “group” (as defined jurisdiction in the Exchange ActTerritory or (ii) Manufacturing, Developing, or Commercializing [***] if Seller Parties obtain rights to the Company or the Company Board with respect to a Company Competing Transaction (such proposal or offer, an “Acquisition Proposal”) that such Acquisition Proposal constitutes a Superior Proposal and that the failure to terminate this Agreement do so from Buyer pursuant to Section 7.1(h2.8 (Right of Negotiation) to enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties under applicable law, the Company or the Company Board may, prior to obtaining the Company Stockholder Approval, terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal; provided, that the Company pays to BRPA the Termination Fee required to be paid pursuant Section 7.2(b)(i) at or after the time of such termination in accordance with Section 7.2(b)(i); provided, further, that the Company will not be entitled to terminate this Agreement in accordance with Section 7.1(h) unless the Company delivers to BRPA a written notice advising BRPA that the Company Board proposes to take such action. For purposes of this Agreement, “Superior Proposal” means a bona fide and written Acquisition Proposal made after the date hereof that the Company Board in good faith determines (after consultation with its outside legal counsel) is reasonably likely to be consummated in accordance with its terms and would, if consummated, result in a transaction that is more favorable from a financial point of view to the stockholders of the Company (solely in their capacity as such) than the transactions contemplated hereby after taking into account all such factors and matters deemed relevant in good faith by the Company Board, including legal, financial (including the financing terms of any such proposal), regulatory, timing or other aspects of such proposal and this Agreement and the transactions contemplated herebyhereof.

Exclusivity. (a) During From and after the Interim Period, to date of this Agreement and ending on the extent not inconsistent with the fiduciary duties earlier of the BRPA BoardClosing Date or the date this Agreement is terminated pursuant to Section 9.1 (the “Exclusivity Period”), BRPA shall Seller (including, without limitation, for this purpose its officers, directors, representatives, affiliates, employees and agents) will not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their Representatives not to, directly or indirectly, solicit, induce, facilitate, respond to (other than to advise such party of Seller’s obligations hereunder), initiate, engage in or enter into, into discussions or continue discussions, negotiations, or transactions negotiations with, or encourage or respond to any inquiries or proposals byencourage, or provide any information to, any Person concerning any sale, exclusive license or other form of disposition of any Acquired Assets (other than sales of Acquired Products in the ordinary course of Seller’s and its Subsidiaries’ business) or any transaction involving the Acquired Business similar to any Person relating toof the transactions contemplated by this Agreement (an “Acquisition Proposal”). During the Exclusivity Period, or neither Seller nor such designated persons will enter into any Contracts or consummate make any transaction relating tocommitments to do or in connection with any of the foregoing. For the purpose of this Section 5.13, (i) any license of significant Intellectual Property Assets outside the ordinary course of Seller’s and its Subsidiaries’ operation of the Acquired Assets or Acquired Business Combination, merger, shall be considered a disposition of Acquired Assets or sale of ownership interests or material assets of BRPA, or a recapitalization, share exchange, or similar transaction with respect to BRPA or Acquired Business. Seller represents that neither it nor any of its Subsidiaries employees, agents, representatives, directors or (ii) affiliates is party to or bound by any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “BRPA Competing Transactions”). In addition, BRPA will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore Contract with respect to any BRPA Competing Transactionsuch transaction regarding the disposition of all or a portion of the Acquired assets or Acquired Business other than as contemplated by this Agreement. BRPA will promptly (and in any event within two (2) Business Days) notify the Company if BRPA If Seller or any such designated person receives an Acquisition Proposal or any request for non-public information relating to any Acquired Assets or the Acquired Business, Seller shall promptly notify Purchaser of its Subsidiariessuch Acquisition Proposal or request (including, orwithout limitation, to BRPA’s knowledge, any of BRPA’s Representatives receives any inquiry, proposal, offer or submission with respect to a BRPA Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreementmaking, and will provide the Company with a copy of such inquiryterms of, proposal, offer or submission. (b) During the Interim Period, to the extent not inconsistent with the fiduciary duties of the Company Board, the Company shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their Representatives not to, directly or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (i) any merger or sale of ownership interests or material assets of the Company, or a recapitalization, share exchange, or similar transaction with respect to the Company or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “Company Competing Transactions”). In addition, the Company will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Competing Transaction. The Company will promptly (and in any event within two (2) Business Days) notify BRPA if the Company or any of its Subsidiaries, or, to the Company’s knowledge, any of the Company’s Representatives receives any inquiry, proposal, offer or submission with respect to a Company Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide BRPA with a copy of such inquiry, proposal, offer or submission. (c) Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall restrict or limit the ability of the Company Board or the BRPA Board from exercising or acting in accordance with their respective fiduciary duties under applicable law. The Parties agree that the rights and remedies for noncompliance with this Section 4.4 include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy for such injury. (d) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Company Stockholder Approval, the Company Board determines in good faith, after consultation with its outside legal counsel, in response to any proposal or offer from any Person or “group” (as defined in the Exchange Act) to the Company or the Company Board with respect to a Company Competing Transaction (such proposal or offer, an “Acquisition Proposal”) that such Acquisition Proposal constitutes a Superior Proposal and that the failure or request), subject to terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties under applicable law, the Company or the Company Board may, prior to obtaining the Company Stockholder Approval, terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal; provided, that the Company pays to BRPA the Termination Fee required to be paid pursuant Section 7.2(b)(i) at or after the time any confidentiality obligations existing as of such termination in accordance with Section 7.2(b)(i); provided, further, that the Company will not be entitled to terminate this Agreement in accordance with Section 7.1(h) unless the Company delivers to BRPA a written notice advising BRPA that the Company Board proposes to take such action. For purposes of this Agreement, “Superior Proposal” means a bona fide and written Acquisition Proposal made after the date hereof that the Company Board in good faith determines (after consultation with its outside legal counsel) is reasonably likely to be consummated in accordance with its terms and would, if consummated, result in a transaction that is more favorable from a financial point of view to the stockholders of the Company (solely in their capacity as such) than the transactions contemplated hereby after taking into account all such factors and matters deemed relevant in good faith by the Company Board, including legal, financial (including the financing terms of any such proposal), regulatory, timing or other aspects of such proposal and this Agreement and the transactions contemplated herebyhereof.

Exclusivity. (a) During the Interim Periodperiod from the date of this Agreement through the Closing or the earlier termination of this Agreement pursuant to Section 5, to the extent not inconsistent with the fiduciary duties of the BRPA Board, BRPA Sellers shall not, and shall cause its Subsidiaries not to, their respective Affiliates and shall use its reasonable best efforts representatives to cause its and their Representatives not tonot, directly or indirectly, (a) solicit, initiateinitiate or knowingly encourage the initiation of any Acquisition Proposal (as defined below), enter into(b) other than as permitted pursuant to this Section 4.5, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information furnish to any Person (other than Buyer or its designees) any information relating toto the sale of the Pre-Exchange Equity Interests or Post-Exchange Class A Shares (including the Purchased Shares), or afford to any Person (other than Buyer or its designees) access to the business, properties, assets, books, records or other non-public information relating to the business of the Company and Holdings, in any such case with the intent to induce the making, submission or announcement of an Acquisition Proposal, or (c) participate or engage in any discussions or negotiations with any third party regarding, or enter into or consummate any transaction relating Contract in respect of, any Acquisition Proposal. Sellers shall, and shall cause their Affiliates and representatives to, (i) immediately cease and cause to be terminated any Business Combinationexisting discussions or negotiations with any Person (other than Buyer or its designees) conducted heretofore with respect to any Acquisition Proposal and (ii) as promptly as practicable request that each Person (other than Buyer or its designees) that has previously executed a confidentiality or similar agreement with Sellers or their Affiliates in connection with its consideration of an Acquisition Proposal return to Sellers or their Affiliates or destroy any nonpublic information previously furnished or made available to such Person or any of its representatives by or on behalf of Sellers, their Affiliates or their representatives in accordance with the terms of the confidentiality agreement in place with such Person and terminate any data room access from any such Person and its representatives. When used in this Agreement, “Acquisition Proposal” means any inquiry, proposal or offer from any Person (other than Buyer) relating to any (a) direct or indirect acquisition (whether in a single transaction or a series of related transactions) of all or a material portion of the assets of the business of the Company and Holdings (other than sales of inventory in the ordinary course of business), (b) direct or indirect acquisition (whether in a single transaction or a series of related transactions) of any of the Company, Holdings and their subsidiaries, or (c) merger, or sale of ownership interests or material assets of BRPA, or a recapitalizationconsolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction with respect to BRPA involving the business of the Company and Holdings or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactionstheir subsidiaries, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “BRPA Competing Transactions”). In addition, BRPA will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any BRPA Competing Transaction. BRPA will promptly (and in any event within two (2) Business Days) notify the Company if BRPA or any of its Subsidiaries, or, to BRPA’s knowledge, any of BRPA’s Representatives receives any inquiry, proposal, offer or submission with respect to a BRPA Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of contemplated by this Agreement, and will provide the Company with a copy of such inquiry, proposal, offer or submission. (b) During the Interim Period, to the extent not inconsistent with the fiduciary duties of the Company Board, the Company shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their Representatives not to, directly or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (i) any merger or sale of ownership interests or material assets of the Company, or a recapitalization, share exchange, or similar transaction with respect to the Company or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “Company Competing Transactions”). In addition, the Company will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Competing Transaction. The Company will promptly (and in any event within two (2) Business Days) notify BRPA if the Company or any of its Subsidiaries, or, to the Company’s knowledge, any of the Company’s Representatives receives any inquiry, proposal, offer or submission with respect to a Company Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide BRPA with a copy of such inquiry, proposal, offer or submission. (c) Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall restrict or limit the ability of the Company Board or the BRPA Board from exercising or acting in accordance with their respective fiduciary duties under applicable law. The Parties agree that the rights and remedies for noncompliance with this Section 4.4 include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy for such injury. (d) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Company Stockholder Approval, the Company Board determines in good faith, after consultation with its outside legal counsel, in response to any proposal or offer from any Person or “group” (as defined in the Exchange Act) to the Company or the Company Board with respect to a Company Competing Transaction (such proposal or offer, an “Acquisition Proposal”) that such Acquisition Proposal constitutes a Superior Proposal and that the failure to terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties under applicable law, the Company or the Company Board may, prior to obtaining the Company Stockholder Approval, terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal; provided, that the Company pays to BRPA the Termination Fee required to be paid pursuant Section 7.2(b)(i) at or after the time of such termination in accordance with Section 7.2(b)(i); provided, further, that the Company will not be entitled to terminate this Agreement in accordance with Section 7.1(h) unless the Company delivers to BRPA a written notice advising BRPA that the Company Board proposes to take such action. For purposes of this Agreement, “Superior Proposal” means a bona fide and written Acquisition Proposal made after the date hereof that the Company Board in good faith determines (after consultation with its outside legal counsel) is reasonably likely to be consummated in accordance with its terms and would, if consummated, result in a transaction that is more favorable from a financial point of view to the stockholders of the Company (solely in their capacity as such) than the transactions contemplated hereby after taking into account all such factors and matters deemed relevant in good faith by the Company Board, including legal, financial (including the financing terms of any such proposal), regulatory, timing or other aspects of such proposal and this Agreement and the transactions contemplated hereby.

Exclusivity. (a) During Until the Interim Periodearlier of (i) the Closing, and (ii) the termination of this Agreement pursuant to the extent not inconsistent with the fiduciary duties of the BRPA BoardSection 9.01, BRPA except as specifically permitted in Section 5.16(b), Seller agrees that it shall not, and shall cause its Subsidiaries not toofficers, directors, employees, Affiliates, attorneys, advisors, accountants, bankers, agents and shall use its reasonable best efforts to cause its and their Representatives representatives not to, directly or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, : (i) any Business Combination, merger, initiate or sale of ownership interests or material assets of BRPA, or a recapitalization, share exchange, or similar transaction with respect to BRPA or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “BRPA Competing Transactions”). In addition, BRPA will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any BRPA Competing Transaction. BRPA will promptly (and in any event within two (2) Business Days) notify the Company if BRPA or any of its Subsidiaries, or, to BRPA’s knowledge, any of BRPA’s Representatives receives any inquiry, proposal, offer or submission with respect to a BRPA Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide the Company with a copy of such inquiry, proposal, offer or submission. (b) During the Interim Period, to the extent not inconsistent with the fiduciary duties of the Company Board, the Company shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their Representatives not to, directly or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (i) any merger or sale of ownership interests or material assets of the Company, or a recapitalization, share exchange, or similar transaction with respect to the Company or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “Company Competing Transactions”). In addition, the Company will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Competing Transaction. The Company will promptly (and in any event within two (2) Business Days) notify BRPA if the Company or any of its Subsidiaries, or, to the Company’s knowledge, any of the Company’s Representatives receives any inquiry, proposal, offer or submission with respect to a Company Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide BRPA with a copy of such inquiry, proposal, offer or submission. (c) Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall restrict or limit the ability of the Company Board or the BRPA Board from exercising or acting in accordance with their respective fiduciary duties under applicable law. The Parties agree that the rights and remedies for noncompliance with this Section 4.4 include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy for such injury. (d) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Company Stockholder Approval, the Company Board determines in good faith, after consultation with its outside legal counsel, in response to solicit any proposal or offer from any Person (other than Purchaser or “group” one of its Affiliates) relating to any transaction or series of related transactions involving: (A) the disposition or acquisition of all or any material portion of the Assets or any asset which, if held by Seller as defined of the Closing Date would be an Asset (other than (x) in connection with transactions that are permitted pursuant to this Agreement or (y) in the Exchange Actordinary course of business of the Seller) or (B) any other transaction or financing which if consummated would have a materially adverse effect on Seller’s ability to consummate the Company or the Company Board with respect to a Company Competing Transaction (such proposal or offer, an “Acquisition Proposal”) that such Acquisition Proposal constitutes a Superior Proposal and that the failure to terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties under applicable law, the Company or the Company Board may, prior to obtaining the Company Stockholder Approval, terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal; provided, that the Company pays to BRPA the Termination Fee required to be paid pursuant Section 7.2(b)(i) at or after the time of such termination in accordance with Section 7.2(b)(i); provided, further, that the Company will not be entitled to terminate transactions contemplated by this Agreement in accordance with the terms and on the basis and timeframe set forth herein (each of (A) and (B) above, inclusive, an “Alternative Transaction”); (ii) participate in any discussions or negotiations or enter into any letter of intent or agreement (other than an Acceptable Confidentiality Agreement to the extent permitted under Section 7.1(h5.16(b)) unless the Company delivers to BRPA a written notice advising BRPA that the Company Board proposes to take with, or provide any information to, any Person or any of such action. For purposes Person’s Affiliates, advisors or representatives (other than Purchaser or one of this Agreementits Affiliates, “Superior Proposal” means a bona fide and written Acquisition Proposal made after the date hereof that the Company Board advisors or representatives) in good faith determines (after consultation connection with its outside legal counsel) is reasonably likely an Alternative Transaction to be consummated made by or on behalf of such Person; (iii) accept any proposal or offer from any Person (other than Purchaser or one of its Affiliates) relating to an Alternative Transaction; or (iv) waive, terminate, modify or fail to enforce any provision of any “standstill” or similar obligation of any Person (other than Purchaser). Seller agrees that it shall, and shall cause its and the Business’ officers, directors, employees, Affiliates, attorneys, advisors, accountants, bankers, agents and representatives to, cease all negotiations with all third parties (other than Purchaser or its Affiliates) related to an Alternative Transaction and shall not recommence such negotiations unless this Agreement is terminated. Seller shall promptly notify Purchaser in accordance writing if any Person makes any proposal, offer, inquiry or contact with its terms respect to a possible Alternative Transaction and would, if consummated, result in a transaction that is more favorable from a financial point of view shall provide to Purchaser the stockholders of the Company (solely in their capacity as such) than the transactions contemplated hereby after taking into account all such factors and matters deemed relevant in good faith by the Company Board, including legal, financial (including the financing terms of any such proposal, offer, inquiry or contact (including without limitation the name of the Person making the proposal, offer, inquiry or contact), regulatoryand in the case of written materials provided to Seller or its advisors or representatives, timing or other aspects copies of all such proposal and materials, including financing letters. (b) Notwithstanding anything to the contrary in Section 5.16(a), at any time following the date of this Agreement and prior to the transactions contemplated herebyClosing, Seller shall be permitted, if it has otherwise complied with its obligations under this Section 5.16, to (i) engage in discussions or negotiations with a Person who has made a bona fide written offer or proposal for an Alternative Transaction not solicited in violation of this Section 5.16 if, prior to taking such action, (x) Seller enters into an Acceptable Confidentiality Agreement with such Person and (y) the board of directors of Seller determines in good faith after receiving the advice of its financial advisors, that such proposal or offer constitutes, or is reasonably likely to result in, a Superior Alternative Transaction; and (ii) furnish or disclose any non-public information relating to the Seller or the Business to a Person who has made a bona fide written offer or proposal for an Alternative Transaction not solicited in violation of this Section 5.16 if, prior to taking such action, the board of directors of Seller determines in good faith after receiving the advice of its financial advisors, that such proposal or offer constitutes, or is reasonably likely to result in, a Superior Alternative Transaction, but only so long as Seller (x) has caused such Person to enter into an Acceptable Confidentiality Agreement and (y) concurrently discloses the same non-public information to the Purchaser if such non-public information has not previously been disclosed to the Purchaser. (iii) Seller shall keep Purchaser informed on a current basis of the status, terms and substance of any discussions or negotiations including amendments and proposed amendments of any such inquiry, proposal or offer, and shall notify Purchaser promptly if Seller’s board of directors determines that an proposal or offer constitutes, or is reasonably likely to result in, a Superior Alternative Transaction. Seller agrees that none of it or its Subsidiaries shall enter into any confidentiality or other agreement with any Person after the date hereof which prohibits Seller from complying with its obligations under this Section 5.16(b)(iii).

Exclusivity. (a) During From and after the Interim Perioddate of this Agreement until the Closing or termination of this Agreement pursuant to Section 8, to the extent not inconsistent with the fiduciary duties of the BRPA Board, BRPA shall Acquired Company will not, shall cause nor will it authorize or permit any of its Subsidiaries not toofficers, and shall use its reasonable best efforts to cause its and their Representatives not directors, Affiliates or employees or any investment banker, attorney or other advisor or representative retained by it to, directly or indirectly, (i) solicit, initiateinitiate or induce the making, enter intosubmission or announcement of any Acquisition Proposal, (ii) participate in any discussions or negotiations regarding, or continue discussions, negotiationsfurnish to any person any non-public information with respect to, or transactions with, or encourage or respond take any other action to facilitate any inquiries or proposals by, the making of any proposal that constitutes or provide any information may reasonably be expected to any Person relating lead to, or enter into or consummate any transaction relating toAcquisition Proposal, (iiii) engage in discussions with any Business Combination, merger, or sale of ownership interests or material assets of BRPA, or a recapitalization, share exchange, or similar transaction person with respect to BRPA any Acquisition Proposal, except as to disclose the existence of these provisions, (iv) endorse or recommend any Acquisition Proposal, or (v) enter into any letter of intent or similar document or any of its Subsidiaries contract, agreement or (ii) commitment contemplating or otherwise relating to any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit Acquisition Proposal. The Seller Parties and the Acquired Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “BRPA Competing Transactions”). In addition, BRPA subsidiaries will, and will cause its Subsidiaries their respective officers, directors, Affiliates, employees, investment bankers, attorneys and use reasonable best efforts to cause its other advisors and their Representatives representatives to, promptly immediately cease any and all existing activities, discussions or negotiations with any Person parties conducted heretofore with respect to any BRPA Competing TransactionAcquisition Proposal. BRPA will promptly (and Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence by any event within two (2) Business Days) notify officer, director or employee of the Acquired Company if BRPA or any of its Subsidiariessubsidiaries or any investment banker, or, to BRPA’s knowledge, attorney or other advisor or representative of the Acquired Company or any of BRPA’s Representatives receives any inquiry, proposal, offer or submission with respect its subsidiaries shall be deemed to be a BRPA Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery breach of this Agreement, and will provide Section 5.3 by the Company with a copy of such inquiry, proposal, offer or submissionAcquired Company. (b) During In addition to the Interim Periodobligations of the Acquired Company set forth in Section 5.3(a), the Acquired Company as promptly as practicable shall advise Purchaser in writing of any Acquisition Proposal or of any request for nonpublic information or other inquiry which the Acquired Company reasonably believes could lead to an Acquisition Proposal, the material terms and conditions of such Acquisition Proposal (to the extent not inconsistent with the fiduciary duties of the Company Board, the Company shall not, shall cause its Subsidiaries not toknown), and shall use its reasonable best efforts to cause its and their Representatives not to, directly or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (i) any merger or sale of ownership interests or material assets of the Company, or a recapitalization, share exchange, or similar transaction with respect to the Company or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “Company Competing Transactions”). In addition, the Company will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Competing Transaction. The Company will promptly (and in any event within two (2) Business Days) notify BRPA if the Company or any of its Subsidiaries, or, to the Company’s knowledge, any of the Company’s Representatives receives any inquiry, proposal, offer or submission with respect to a Company Competing Transaction (including the identity of the Person person or group making any such request, inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide BRPA with Acquisition Proposal. The Acquired Company agrees to keep Purchaser informed on a copy of such inquiry, proposal, offer or submission. (c) Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall restrict or limit the ability current basis of the Company Board or the BRPA Board from exercising or acting in accordance with their respective fiduciary duties under applicable law. The Parties agree that the rights status and remedies for noncompliance with this Section 4.4 include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy for such injury. (d) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Company Stockholder Approval, the Company Board determines in good faith, after consultation with its outside legal counsel, in response to any proposal or offer from any Person or “group” (as defined in the Exchange Act) to the Company or the Company Board with respect to a Company Competing Transaction (such proposal or offer, an “Acquisition Proposal”) that such Acquisition Proposal constitutes a Superior Proposal and that the failure to terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties under applicable law, the Company or the Company Board may, prior to obtaining the Company Stockholder Approval, terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal; provided, that the Company pays to BRPA the Termination Fee required to be paid pursuant Section 7.2(b)(i) at or after the time of such termination in accordance with Section 7.2(b)(i); provided, further, that the Company will not be entitled to terminate this Agreement in accordance with Section 7.1(h) unless the Company delivers to BRPA a written notice advising BRPA that the Company Board proposes to take such action. For purposes of this Agreement, “Superior Proposal” means a bona fide and written Acquisition Proposal made after the date hereof that the Company Board in good faith determines (after consultation with its outside legal counsel) is reasonably likely to be consummated in accordance with its terms and would, if consummated, result in a transaction that is more favorable from a financial point of view to the stockholders of the Company (solely in their capacity as such) than the transactions contemplated hereby after taking into account all such factors and matters deemed relevant in good faith by the Company Board, including legal, financial details (including the financing terms any material amendments or proposed amendments) of any such proposal)request, regulatory, timing inquiry or other aspects of such proposal and this Agreement and the transactions contemplated herebyAcquisition Proposal.

Exclusivity. (a) During the Interim Period, Prior to the extent not inconsistent with Closing Date and the fiduciary duties of the BRPA Boarddate on which this Purchase Agreement is terminated pursuant to Article VIII, BRPA Seller shall not, shall cause its Subsidiaries not to, and shall use not permit any of its reasonable best efforts to cause its and their Representatives not or any employees of Bank of America Corporation’s Global Principal Investment Group to, directly or indirectly, solicit, initiate, enter intodiscuss or continue to discuss, approve, or continue discussions, negotiations, or transactions enter into a transaction with, or encourage provide any information to, any Person regarding any potential sale, assignment, transfer or respond other disposition (including of a beneficial or economic interest) of all or any portion of the Subject Interest (each such transaction similar in nature to the transactions contemplated by this Purchase Agreement being referred to herein as an “Alternative Transaction”), other than: (a) discussions and/or a transaction with Buyer, Buyer’s limited partners and their respective Affiliates, (b) discussions by and among Seller and its Affiliates; provided that such discussions may not involve consideration of a potential Alternative Transaction in favor of an acquisition of the Subject Interest by an Affiliate of Seller, (c) discussions with current employees of Seller or its Affiliates who are to become members or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio, (d) discussions and transactions as required by and in compliance with the terms of any agreements to which any Seller is party with any Portfolio Company or with any other holder of securities of any Portfolio Company, and (e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to any inquiries or proposals byfrom any third party regarding the Subject Interest, solely for the purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the duration or provide expiration thereof); provided, that Seller provides Buyer with prompt notice of any information to any Person relating towritten inquiries or proposals received by Seller, or enter into or consummate any transaction relating to, (i) any Business Combination, merger, or sale of ownership interests or material assets of BRPA, or a recapitalization, share exchange, or similar transaction with respect to BRPA or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale commercial banking or investment banking activities of Seller or any other similar transaction that would restrictAffiliates of Seller with respect to the Portfolio Company (and not, prohibit for the avoidance of doubt, with respect to Seller’s ownership interests in the underlying Subject Interest specifically) or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (iiii) and (ii), collectively “BRPA Competing Transactions”). In addition, BRPA will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease Seller from taking any and all existing discussions or negotiations with any Person conducted heretofore actions with respect to any BRPA Competing Transaction. BRPA will promptly (and in any event within two (2) Business Days) notify the Company if BRPA or any of its Subsidiaries, or, to BRPA’s knowledge, any of BRPA’s Representatives receives any inquiry, proposal, offer or submission with respect to a BRPA Competing Transaction (including the identity securities of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide the Portfolio Company with a copy of such inquiry, proposal, offer or submissionthat are not Subject Interests. (b) During the Interim Period, to the extent not inconsistent with the fiduciary duties of the Company Board, the Company shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their Representatives not to, directly or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (i) any merger or sale of ownership interests or material assets of the Company, or a recapitalization, share exchange, or similar transaction with respect to the Company or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “Company Competing Transactions”). In addition, the Company will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Competing Transaction. The Company will promptly (and in any event within two (2) Business Days) notify BRPA if the Company or any of its Subsidiaries, or, to the Company’s knowledge, any of the Company’s Representatives receives any inquiry, proposal, offer or submission with respect to a Company Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide BRPA with a copy of such inquiry, proposal, offer or submission. (c) Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall restrict or limit the ability of the Company Board or the BRPA Board from exercising or acting in accordance with their respective fiduciary duties under applicable law. The Parties agree that the rights and remedies for noncompliance with this Section 4.4 include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy for such injury. (d) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Company Stockholder Approval, the Company Board determines in good faith, after consultation with its outside legal counsel, in response to any proposal or offer from any Person or “group” (as defined in the Exchange Act) to the Company or the Company Board with respect to a Company Competing Transaction (such proposal or offer, an “Acquisition Proposal”) that such Acquisition Proposal constitutes a Superior Proposal and that the failure to terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties under applicable law, the Company or the Company Board may, prior to obtaining the Company Stockholder Approval, terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal; provided, that the Company pays to BRPA the Termination Fee required to be paid pursuant Section 7.2(b)(i) at or after the time of such termination in accordance with Section 7.2(b)(i); provided, further, that the Company will not be entitled to terminate this Agreement in accordance with Section 7.1(h) unless the Company delivers to BRPA a written notice advising BRPA that the Company Board proposes to take such action. For purposes of this Agreement, “Superior Proposal” means a bona fide and written Acquisition Proposal made after the date hereof that the Company Board in good faith determines (after consultation with its outside legal counsel) is reasonably likely to be consummated in accordance with its terms and would, if consummated, result in a transaction that is more favorable from a financial point of view to the stockholders of the Company (solely in their capacity as such) than the transactions contemplated hereby after taking into account all such factors and matters deemed relevant in good faith by the Company Board, including legal, financial (including the financing terms of any such proposal), regulatory, timing or other aspects of such proposal and this Agreement and the transactions contemplated hereby.

Exclusivity. Seller agrees as follows: (a) During the Interim Period, Except with respect to the extent not inconsistent with transactions contemplated by this Asset Purchase Agreement, the fiduciary duties of the BRPA Board, BRPA shall Seller agrees that it will not, shall and it will cause its Subsidiaries and its and their respective Representatives not to, and shall use its reasonable best efforts to cause its and their Representatives not to(i) initiate, solicit, facilitate, seek, knowingly encourage or induce, directly or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals bythe making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction (any such proposal or offer being hereinafter referred to as a “Proposal”), or (ii) engage in any negotiations concerning, or provide any confidential information to or data to, or have any substantive discussions with, any Person relating to, to a Proposal or (iii) enter into or consummate any transaction agreement or understanding with any Person relating to, to a Proposal. (ib) any Business Combination, merger, or sale of ownership interests or material assets of BRPA, or a recapitalization, share exchange, or similar transaction Except with respect to BRPA the transaction contemplated herein, Seller shall immediately cease and terminate, and it shall cause its Subsidiaries and its and their respective Representatives immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal. (c) Seller shall promptly notify Buyer if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “BRPA Competing Transactions”). In addition, BRPA will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any BRPA Competing Transaction. BRPA will promptly (and in any event within two (2) Business Days) notify the Company if BRPA or any of its Subsidiaries, or, to BRPA’s knowledge, any of BRPA’s Representatives receives any inquiry, proposal, offer or submission with respect to a BRPA Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide the Company with a copy of such inquiry, proposal, offer or submission. (b) During the Interim Period, to the extent not inconsistent with the fiduciary duties of the Company Board, the Company shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their Representatives not to, directly or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (i) any merger or sale of ownership interests or material assets of the Company, or a recapitalization, share exchange, or similar transaction with respect to the Company or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “Company Competing Transactions”). In addition, the Company will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Competing Transaction. The Company will promptly (and in any event within two (2) Business Days) notify BRPA if the Company or any of its Subsidiaries, or, to the Company’s knowledge, any of the Company’s Representatives receives any inquiry, proposal, offer or submission with respect to a Company Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide BRPA with a copy of such inquiry, proposal, offer or submission. (c) Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall restrict or limit the ability of the Company Board or the BRPA Board from exercising or acting in accordance with their respective fiduciary duties under applicable law. The Parties agree that the rights and remedies for noncompliance with this Section 4.4 include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy for such injuryRepresentatives. (d) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Company Stockholder Approval, the Company Board determines in good faith, after consultation with its outside legal counsel, in response to any proposal or offer from any Person or “group” (as defined in the Exchange Act) to the Company or the Company Board with respect to a Company Competing Transaction (such proposal or offer, an “Acquisition Proposal”) that such Acquisition Proposal constitutes a Superior Proposal and that the failure to terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties under applicable law, the Company or the Company Board may, prior to obtaining the Company Stockholder Approval, terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal; provided, that the Company pays to BRPA the Termination Fee required to be paid pursuant Section 7.2(b)(i) at or after the time of such termination in accordance with Section 7.2(b)(i); provided, further, that the Company will not be entitled to terminate this Agreement in accordance with Section 7.1(h) unless the Company delivers to BRPA a written notice advising BRPA that the Company Board proposes to take such action. For purposes of this Agreement, “Superior Proposal” means a bona fide and written Acquisition Proposal made after the date hereof that the Company Board in good faith determines (after consultation with its outside legal counsel) is reasonably likely to be consummated in accordance with its terms and would, if consummated, result in a transaction that is more favorable from a financial point of view to the stockholders of the Company (solely in their capacity as such) than the transactions contemplated hereby after taking into account all such factors and matters deemed relevant in good faith by the Company Board, including legal, financial (including the financing terms of any such proposal), regulatory, timing or other aspects of such proposal and this Agreement and the transactions contemplated hereby.

Exclusivity. (a) During From the Interim Perioddate of this Agreement and ending on the earlier of (i) the Closing and (ii) the termination of this Agreement, to the extent not inconsistent with the fiduciary duties of the BRPA Board, BRPA Company shall not, and shall cause its the Company Subsidiaries not to, and shall use its reasonable best efforts to cause its and their respective Representatives not to, directly or indirectly, solicit, initiate, (A) enter into, solicit, initiate or continue discussions, negotiations, any discussions or transactions negotiations with, or knowingly encourage or respond to any inquiries or proposals by, or participate in any negotiations with, or provide any information to any Person relating to, or otherwise cooperate in any way regarding a Company Acquisition Proposal (as defined herein), (B) enter into any agreement regarding, continue or consummate otherwise participate in any transaction relating discussions regarding, or furnish to any person any information with respect to, (i) or cooperate in any Business Combinationway that would otherwise reasonably be expected to lead to, merger, or sale of ownership interests or material assets of BRPA, or a recapitalization, share exchange, or similar transaction with respect to BRPA or any of its Subsidiaries Company Acquisition Proposal or (iiC) commence, continue or renew any financingdue diligence investigation regarding any Company Acquisition Proposal; provided, investmentthat the execution, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger delivery and performance of this Agreement and the other Transactions, in each case, other than the Merger Transaction Documents and the other consummation of the Transactions (the transactions in subsections (i) and (ii), collectively “BRPA Competing Transactions”)shall not be deemed a violation of this Section 7.4. In addition, BRPA willThe Company shall, and will shall cause its the Company Subsidiaries and shall use reasonable best efforts to cause its and their respective affiliates and Representatives to, promptly immediately cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any BRPA Competing Transaction. BRPA will promptly (and in any event within two (2) Business Days) notify the Company if BRPA or any of its Subsidiaries, or, to BRPA’s knowledge, any of BRPA’s Representatives receives any inquiry, proposal, offer or submission with respect to a BRPA Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide the Company with a copy of such inquiry, proposal, offer or submission. (b) During the Interim Period, to the extent not inconsistent with the fiduciary duties of the Company Board, the Company shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their Representatives not to, directly or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (i) any merger or sale of ownership interests or material assets of the Company, or a recapitalization, share exchange, or similar transaction with respect to the Company or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “Company Competing Transactions”). In addition, the Company will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person person conducted heretofore with respect to any Company Competing TransactionAcquisition Proposal. The Company also agrees that it will promptly request each person (other than the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its, his or her consideration of a Company Acquisition Proposal to return or destroy all Confidential Information furnished to such person by or on behalf of it, him or her prior to the date hereof. For purposes hereof, “Company Acquisition Proposal” means any event within two (2) Business Days) notify BRPA if inquiry, proposal or offer concerning the sale of any material assets of the Company or any Company Subsidiary outside the ordinary course of its Subsidiaries, or, to the Company’s knowledge, business or any of the Company’s Representatives receives any inquiry, proposal, offer or submission with respect to a Company Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide BRPA with a copy of such inquiry, proposal, offer or submission. (c) Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall restrict or limit the ability Equity Securities of the Company Board or the BRPA Board from exercising any Company Subsidiary or acting in accordance with their respective fiduciary duties under applicable law. The Parties agree that the rights and remedies for noncompliance with this Section 4.4 include specific performanceany merger, it being acknowledged and agreed that any breach consolidation, liquidation, recapitalization, share exchange or threatened breach will cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy for such injury. (d) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Company Stockholder Approval, the Company Board determines in good faith, after consultation with its outside legal counsel, in response to any proposal or offer from any Person or “group” (as defined in the Exchange Act) to other business combination transaction involving the Company or any Company Subsidiary, in each case excluding the Company Board with respect to a Company Competing Transaction (such proposal or offer, an “Acquisition Proposal”) that such Acquisition Proposal constitutes a Superior Proposal and that the failure to terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties under applicable law, the Company or the Company Board may, prior to obtaining the Company Stockholder Approval, terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal; provided, that the Company pays to BRPA the Termination Fee required to be paid pursuant Section 7.2(b)(i) at or after the time of such termination in accordance with Section 7.2(b)(i); provided, further, that the Company will not be entitled to terminate this Agreement in accordance with Section 7.1(h) unless the Company delivers to BRPA a written notice advising BRPA that the Company Board proposes to take such action. For purposes of this Agreement, “Superior Proposal” means a bona fide and written Acquisition Proposal made after the date hereof that the Company Board in good faith determines (after consultation with its outside legal counsel) is reasonably likely to be consummated in accordance with its terms and would, if consummated, result in a transaction that is more favorable from a financial point of view to the stockholders of the Company (solely in their capacity as such) than the transactions contemplated hereby after taking into account all such factors and matters deemed relevant in good faith by the Company Board, including legal, financial (including the financing terms of any such proposal), regulatory, timing or other aspects of such proposal and this Agreement Convertible Financing and the transactions contemplated herebyPIPE Financing.

Exclusivity. (a) During the Interim Period, Prior to the extent not inconsistent with the fiduciary duties earlier of the BRPA BoardContribution Closing or the termination of this Agreement, BRPA shall unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicable) will (i) not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their Representatives not to, directly or indirectly, make, participate in or agree to, or initiate, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to knowingly facilitate any inquiries or proposals bythe making of, any proposal or provide any information to any Person relating offer with respect to, or enter into or consummate any a transaction relating toto effect, (i) any Business Combination, a merger, or sale of ownership interests or material assets of BRPA, or a recapitalizationreorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction with respect to BRPA involving CBRE or any of its Subsidiaries or (ii) any financingsubsidiaries, investment, acquisition, purchase, merger, sale or any other similar transaction that purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “BRPA Competing Transactions”). In addition, BRPA will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any BRPA Competing Transaction. BRPA will promptly (and result in any event within two person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (2or of the surviving parent entity in such transaction) Business Days) notify the Company if BRPA or any of its Subsidiariessubsidiaries, or, to BRPA’s knowledge, in each case other than the Transactions (any of BRPA’s Representatives receives any inquiry, proposal, offer or submission with respect to a BRPA Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submissiontransaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), after the execution (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and delivery whether or not an adjourned or postponed meeting) of this Agreementstockholders of CBRE, and will provide the Company with a copy of such inquiry, proposal, offer or submission. (biii) During the Interim Period, to the extent not inconsistent with the fiduciary duties of the Company Board, the Company shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their Representatives not to, directly or indirectly, solicitsell, initiatetransfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (i) any merger or sale of ownership interests or material assets of the Company, or a recapitalization, share exchange, or similar transaction with respect to the Company or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactionswithout limitation, in each casethe case of Freeman Spogli, other than the Merger and the other Transactions (the transactions in subsections (iwarrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (ii)iv) not enter into any agreement, collectively “Company Competing Transactions”). In addition, the Company will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with any Person conducted heretofore with respect to any Company Competing Transaction. The Company will promptly (and in any event within two (2) Business Days) notify BRPA if the Company or any of its Subsidiaries, or, to the Company’s knowledge, any of the Company’s Representatives receives any inquiry, proposal, offer or submission with respect to a Company Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide BRPA with a copy of such inquiry, proposal, offer or submissionforegoing. (c) Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall restrict or limit the ability of the Company Board or the BRPA Board from exercising or acting in accordance with their respective fiduciary duties under applicable law. The Parties agree that the rights and remedies for noncompliance with this Section 4.4 include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy for such injury. (d) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Company Stockholder Approval, the Company Board determines in good faith, after consultation with its outside legal counsel, in response to any proposal or offer from any Person or “group” (as defined in the Exchange Act) to the Company or the Company Board with respect to a Company Competing Transaction (such proposal or offer, an “Acquisition Proposal”) that such Acquisition Proposal constitutes a Superior Proposal and that the failure to terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties under applicable law, the Company or the Company Board may, prior to obtaining the Company Stockholder Approval, terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal; provided, that the Company pays to BRPA the Termination Fee required to be paid pursuant Section 7.2(b)(i) at or after the time of such termination in accordance with Section 7.2(b)(i); provided, further, that the Company will not be entitled to terminate this Agreement in accordance with Section 7.1(h) unless the Company delivers to BRPA a written notice advising BRPA that the Company Board proposes to take such action. For purposes of this Agreement, “Superior Proposal” means a bona fide and written Acquisition Proposal made after the date hereof that the Company Board in good faith determines (after consultation with its outside legal counsel) is reasonably likely to be consummated in accordance with its terms and would, if consummated, result in a transaction that is more favorable from a financial point of view to the stockholders of the Company (solely in their capacity as such) than the transactions contemplated hereby after taking into account all such factors and matters deemed relevant in good faith by the Company Board, including legal, financial (including the financing terms of any such proposal), regulatory, timing or other aspects of such proposal and this Agreement and the transactions contemplated hereby.

Exclusivity. (a) During From the Interim Perioddate of this Agreement until the Effective Time or, to if earlier, the extent not inconsistent valid termination of this Agreement in accordance with the fiduciary duties of the BRPA BoardSection 10.01, BRPA Acquiror shall not, and shall use cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their respective Representatives not to, directly or indirectly, solicit, : (i) initiate, solicit or knowingly encourage or knowingly facilitate any inquiries or requests for information with respect to, or the making of, any inquiry regarding, or any proposal or offer that constitutes any Competing Proposal; (ii) engage in, continue or otherwise participate in any negotiations or discussions concerning, or provide access to its properties, books and records or any confidential information or data to, any Person relating to any proposal, offer, inquiry or request for information that constitutes any Competing Proposal; (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Competing Proposal; (iv) execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, confidentiality agreement, merger agreement, acquisition agreement, exchange agreement, joint venture agreement, partnership agreement, option agreement or continue discussions, negotiations, other similar agreement for or transactions with, or encourage or respond relating to any inquiries Competing Proposal; or (v) resolve or proposals byagree to do any of the foregoing. (b) Acquiror also agrees that immediately following the execution of this Agreement it shall, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (i) any Business Combination, merger, or sale of ownership interests or material assets of BRPA, or a recapitalization, share exchange, or similar transaction with respect to BRPA or any and shall cause each of its Subsidiaries or (ii) any financingto, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “BRPA Competing Transactions”). In addition, BRPA will, and will cause use its Subsidiaries and use reasonable best efforts to cause its and their respective Representatives to, promptly cease any and all existing solicitations, discussions or negotiations with any Person (other than the parties hereto and their respective Representatives) conducted heretofore in connection with respect to any BRPA a Competing TransactionProposal. BRPA will Acquiror shall promptly (and in any event within two one (21) Business DaysDay) notify notify, in writing, the Company if BRPA or any of its Subsidiaries, or, to BRPA’s knowledge, any the receipt of BRPA’s Representatives receives any inquiry, proposal, offer or submission with respect to request for information received after the date hereof that constitutes any Competing Proposal, which notice shall include a BRPA Competing Transaction (including summary of the material terms of, and the identity of the Person making such inquiry or submitting such proposalgroup of Persons making, offer or submission), after the execution and delivery of this Agreement, and will provide the Company with a copy of such inquiry, proposal, offer or submission. (b) During the Interim Periodrequest for information and an unredacted copy of any Competing Proposal or inquiry, to the extent proposal or offer made in writing or, if not inconsistent with the fiduciary duties in writing, a written description of the Company Boardmaterial terms and conditions of such inquiry, the Company proposal or offer. Acquiror shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their Representatives not to, directly or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (i) any merger or sale of ownership interests or material assets of the Company, or a recapitalization, share exchange, or similar transaction with respect to the Company or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “Company Competing Transactions”). In addition, the Company will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Competing Transaction. The Company will promptly (and in any event within two one (21) Business DaysDay) notify BRPA if keep the Company or informed of any of its Subsidiaries, or, material developments with respect to the Company’s knowledge, any of the Company’s Representatives receives any such inquiry, proposal, offer, request for information or Competing Proposal (including any material changes thereto and copies of any additional written materials received by Acquiror or its Representatives). Notwithstanding the foregoing, Acquiror may respond to any such proposal, offer or submission with respect by indicating only that Acquiror is subject to an exclusivity agreement and is unable to provide any information related to Acquiror or entertain any proposals or offers or engage in any negotiations or discussions concerning a Company Competing Transaction (including Proposal for as long as that exclusivity agreement remains in effect. Without limiting the identity foregoing, it is understood that any violation of the Person making such inquiry or submitting such proposalrestrictions contained in this Section 7.11 by any of Acquiror’s Representatives acting on Acquiror’s behalf, offer or submission), after the execution and delivery shall be deemed to be a breach of this Agreement, and will provide BRPA with a copy of such inquiry, proposal, offer or submissionSection 7.11 by ▇▇▇▇▇▇▇▇. (c) Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall restrict or limit the ability of the Company Board or the BRPA Board from exercising or acting in accordance with their respective fiduciary duties under applicable law. The Parties agree that the rights and remedies for noncompliance with this Section 4.4 include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy for such injury. (d) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Company Stockholder Approval, the Company Board determines in good faith, after consultation with its outside legal counsel, in response to any proposal or offer from any Person or “group” (as defined in the Exchange Act) to the Company or the Company Board with respect to a Company Competing Transaction (such proposal or offer, an “Acquisition Proposal”) that such Acquisition Proposal constitutes a Superior Proposal and that the failure to terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties under applicable law, the Company or the Company Board may, prior to obtaining the Company Stockholder Approval, terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal; provided, that the Company pays to BRPA the Termination Fee required to be paid pursuant Section 7.2(b)(i) at or after the time of such termination in accordance with Section 7.2(b)(i); provided, further, that the Company will not be entitled to terminate this Agreement in accordance with Section 7.1(h) unless the Company delivers to BRPA a written notice advising BRPA that the Company Board proposes to take such action. For purposes of this Agreement, “Superior Competing Proposal” means a bona fide and written Acquisition Proposal made after any Business Combination or any other transaction involving, directly or indirectly, any merger, share exchange, asset or equity acquisition or purchase, reorganization, consolidation or similar business combination with or involving the date hereof that the Company Board in good faith determines (after consultation Acquiror with its outside legal counsel) is reasonably likely to be consummated in accordance with its terms and would, if consummated, result in a transaction one or more businesses or entities or any inquiry or request for information that is more favorable from a financial point of view intended to the stockholders of the Company (solely in their capacity as such) than the transactions contemplated hereby after taking into account all such factors and matters deemed relevant in good faith by the Company Boardlead to, including legalor result in, financial (including the financing terms of any such proposal), regulatory, timing transaction or other aspects of such proposal and this Agreement and the transactions contemplated herebyBusiness Combination.

Exclusivity. (a) During From the Interim Perioddate hereof until the Closing Date or, to if earlier, the extent not inconsistent termination of this Agreement in accordance with Article IX, the fiduciary duties of the BRPA BoardGroup, BRPA CayCo and Merger Sub shall not, and the Group, CayCo and Merger Sub shall cause its Subsidiaries not to, instruct and shall use its their reasonable best efforts to cause its and their Representatives acting on its and their behalf, not to, directly or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to (i) initiate any inquiries or proposals bynegotiations with any Person with respect to, or provide any non-public information or data concerning the Group, CayCo or Merger Sub to any Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of the Group, CayCo or Merger Sub in connection with an Acquisition Proposal, (ii) enter into any acquisition agreement, merger agreement or consummate similar definitive agreement, or any transaction letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating toto an Acquisition Proposal, (iiii) grant any Business Combinationwaiver, mergeramendment or release under any confidentiality agreement or the anti-takeover laws of any state, (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or sale negotiations or any effort or attempt by any Person to make an Acquisition Proposal, (v) prepare or take any steps in connection with a public offering of ownership interests or material assets any equity securities of BRPAthe Company Parties, or a recapitalization, share exchangenewly formed holding company of the Company Parties or such Subsidiaries, or similar transaction with respect (vi) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person to BRPA do or seek to do any of its Subsidiaries or (ii) any financingthe foregoing. Notwithstanding anything to the contrary in this Agreement, investmentthe Group, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the CayCo and Merger Sub and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “BRPA Competing Transactions”). In addition, BRPA will, and will cause its their Subsidiaries and use reasonable best efforts their respective Representatives shall not be restricted pursuant to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore the foregoing sentence with respect to any BRPA Competing Transactionactions explicitly contemplated in this Agreement or the Ancillary Agreements. BRPA will From and after the date hereof, the Group, CayCo and Merger Sub shall, and shall instruct their respective officers and directors to, and the Group, CayCo and Merger Sub shall instruct and cause their respective Representatives acting on their behalf, their Subsidiaries and their respective Representatives (acting on their behalf) to, immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal (other than with SPAC and its Representatives). The Company Parties shall promptly (and in any event within two three (23) Business DaysDays of the date of this Agreement) notify deliver a written notice to each such Person to the effect that the Company if BRPA Parties are ending all such solicitations, communications, activities, discussions or any of its Subsidiariesnegotiations with such Person, or, to BRPA’s knowledge, any of BRPA’s Representatives receives any inquiry, proposal, offer or submission with respect to a BRPA Competing Transaction (including effective on the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery date of this Agreement, and will provide the Company with a copy of which written notice shall also instruct each Person to promptly return or destroy all non-public information previously furnished to such inquiry, proposal, offer Person or submission. (b) During the Interim Period, to the extent not inconsistent with the fiduciary duties its Representatives by or on behalf of the Company BoardGroup, the Company shall not, shall cause its Subsidiaries not to, CayCo and shall use its reasonable best efforts to cause its and their Representatives not to, directly or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (i) any merger or sale of ownership interests or material assets of the Company, or a recapitalization, share exchange, or similar transaction with respect to the Company or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “Company Competing Transactions”). In addition, the Company will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Competing Transaction. The Company will promptly (and in any event within two (2) Business Days) notify BRPA if the Company or any of its Subsidiaries, or, to the Company’s knowledge, any of the Company’s Representatives receives any inquiry, proposal, offer or submission with respect to a Company Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide BRPA with a copy of such inquiry, proposal, offer or submissionSub. (c) Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall restrict or limit the ability of the Company Board or the BRPA Board from exercising or acting in accordance with their respective fiduciary duties under applicable law. The Parties agree that the rights and remedies for noncompliance with this Section 4.4 include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy for such injury. (d) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Company Stockholder Approval, the Company Board determines in good faith, after consultation with its outside legal counsel, in response to any proposal or offer from any Person or “group” (as defined in the Exchange Act) to the Company or the Company Board with respect to a Company Competing Transaction (such proposal or offer, an “Acquisition Proposal”) that such Acquisition Proposal constitutes a Superior Proposal and that the failure to terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties under applicable law, the Company or the Company Board may, prior to obtaining the Company Stockholder Approval, terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal; provided, that the Company pays to BRPA the Termination Fee required to be paid pursuant Section 7.2(b)(i) at or after the time of such termination in accordance with Section 7.2(b)(i); provided, further, that the Company will not be entitled to terminate this Agreement in accordance with Section 7.1(h) unless the Company delivers to BRPA a written notice advising BRPA that the Company Board proposes to take such action. For purposes of this Agreement, “Superior Proposal” means a bona fide and written Acquisition Proposal made after the date hereof that the Company Board in good faith determines (after consultation with its outside legal counsel) is reasonably likely to be consummated in accordance with its terms and would, if consummated, result in a transaction that is more favorable from a financial point of view to the stockholders of the Company (solely in their capacity as such) than the transactions contemplated hereby after taking into account all such factors and matters deemed relevant in good faith by the Company Board, including legal, financial (including the financing terms of any such proposal), regulatory, timing or other aspects of such proposal and this Agreement and the transactions contemplated hereby.

Exclusivity. (a) During Sellers and the Interim Period, to the extent not inconsistent with the fiduciary duties of the BRPA Board, BRPA Subsidiaries shall not, nor shall cause its Subsidiaries not they authorize or permit any of their directors, officers or employees to, and Sellers and the Subsidiaries shall use its their reasonable best efforts to cause any investment banker, financial advisor, services provider, consultant, attorney, accountant or other representative acting on behalf of it or any of its and their Representatives subsidiaries not to, directly or indirectly, (i) solicit, initiate, enter intoinitiate or encourage (including by way of furnishing information), or continue discussionsknowingly take any other action designed to facilitate, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide the making of any information to any Person relating to, or enter into or consummate any transaction relating to, proposal that constitutes a Seller Acquisition Proposal (ias defined below) any Business Combination, merger, or sale of ownership interests or material assets of BRPA, or a recapitalization, share exchange, or similar transaction with respect to BRPA or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “BRPA Competing Transactions”). In addition, BRPA will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any BRPA Competing Transaction. BRPA will promptly (and participate in any event within two (2) Business Days) notify the Company if BRPA negotiations or discussions regarding any of its Subsidiaries, or, to BRPA’s knowledge, any of BRPA’s Representatives receives any inquiry, proposal, offer or submission with respect to a BRPA Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide the Company with a copy of such inquiry, proposal, offer or submission. (b) During the Interim Period, to the extent not inconsistent with the fiduciary duties of the Company Board, the Company shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their Representatives not to, directly or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (i) any merger or sale of ownership interests or material assets of the Company, or a recapitalization, share exchange, or similar transaction with respect to the Company or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “Company Competing Transactions”). In addition, the Company will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Competing Transaction. The Company will promptly (and in any event within two (2) Business Days) notify BRPA if the Company or any of its Subsidiaries, or, to the Company’s knowledge, any of the Company’s Representatives receives any inquiry, proposal, offer or submission with respect to a Company Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide BRPA with a copy of such inquiry, proposal, offer or submission. (c) Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall restrict or limit the ability of the Company Board or the BRPA Board from exercising or acting in accordance with their respective fiduciary duties under applicable law. The Parties agree that the rights and remedies for noncompliance with this Section 4.4 include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy for such injury. (d) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Company Stockholder Approval, the Company Board determines in good faith, after consultation with its outside legal counsel, in response to any proposal or offer from any Person or “group” (as defined in the Exchange Act) to the Company or the Company Board with respect to a Company Competing Transaction (such proposal or offer, an “Seller Acquisition Proposal”) that such Acquisition Proposal constitutes a Superior Proposal and that the failure to terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties under applicable law, the Company or the Company Board may, prior to obtaining the Company Stockholder Approval, terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal; provided, that the Company pays to BRPA the Termination Fee required to be paid pursuant Section 7.2(b)(i) at or after the time of such termination in accordance with Section 7.2(b)(i); provided, further, that the Company will not be entitled to terminate this Agreement in accordance with Section 7.1(h) unless the Company delivers to BRPA a written notice advising BRPA that the Company Board proposes to take such action. For purposes of this Agreement, “Superior Seller Acquisition Proposal” means a any bona fide and written Acquisition Proposal made after the date hereof inquiry, proposal or offer from any person relating to (i) any direct or indirect acquisition or purchase of any assets or business that the Company Board in good faith determines (after consultation with its outside legal counsel) is reasonably likely to be consummated in accordance with its terms and would, if consummated, result in a transaction that is constitutes 10% or more favorable from a financial point of view to the stockholders of the Company net revenues, net income or the assets of the Business, (solely ii) any direct or indirect acquisition or purchase of 10% or more of any class of voting securities of any Subsidiary, or (iii) any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving any Subsidiary, in their capacity as such) each case other than the transactions contemplated hereby after taking into account all by this Agreement. In addition, Sellers and the Subsidiaries shall as promptly as practicable advise Globalstar, orally and in writing, of any request for information or of any Seller Acquisition Proposal (and in any case within 24 hours of such factors request or the receipt of such Seller Acquisition Proposal), the principal terms and matters deemed relevant in good faith by conditions of such request or Seller Acquisition Proposal and the Company Board, including legal, financial identity of the person making such request or Seller Acquisition Proposal. Sellers and Subsidiaries shall keep Globalstar informed of the status and details (including the financing terms amendments or proposed amendments) of any such proposal), regulatory, timing request or other aspects of such proposal and this Agreement and the transactions contemplated hereby.Seller Acquisition Proposal as promptly as practicable

Exclusivity. From the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms or the Closing, Seller shall not, and shall not permit or cause any of their respective Affiliates, officers, managers, members, directors, employees, investment bankers, consultants, advisors, other agents and Representatives (collectively, “Seller Representatives”), to directly or indirectly, (a) During sell or otherwise transfer any equity interests in the Interim PeriodCompany, to the extent not inconsistent with the fiduciary duties all or a material portion of the BRPA Boardassets or the properties (including the Property) of the Company (other than inventory in the Ordinary Course of Business), BRPA shall notor enter into any agreement to sell or otherwise transfer such an equity interest or all or a material portion of such assets or properties, shall cause its Subsidiaries not to(b) take any action to solicit, and shall use its reasonable best efforts to cause its and their Representatives not toinitiate, entertain, negotiate, accept or discuss, directly or indirectly, solicit, initiate, enter into, any proposal or continue discussions, negotiations, or transactions with, or encourage or respond offer to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (i) any Business Combination, merger, or sale of ownership interests or material assets of BRPA, or a recapitalization, share exchange, or similar transaction with respect to BRPA acquire all or any significant part of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “BRPA Competing Transactions”). In addition, BRPA will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any BRPA Competing Transaction. BRPA will promptly (and in any event within two (2) Business Days) notify the Company if BRPA or any of its Subsidiaries, or, to BRPA’s knowledge, any of BRPA’s Representatives receives any inquiry, proposal, offer or submission with respect to a BRPA Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide the Company with a copy of such inquiry, proposal, offer or submission. (b) During the Interim Period, to the extent not inconsistent with the fiduciary duties of the Company Board, the Company shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their Representatives not to, directly or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (i) any merger or sale of ownership interests or material assets of the Company, or a recapitalization, share exchange, or similar transaction with respect to the Company or any of its Subsidiaries or (ii) any financingassets, investment, acquisition, purchase, whether by merger, sale of equity interests, joint venture, business combination, sale of assets or real estate or a sale-leaseback, reorganization, recapitalization, share exchange, liquidation, dissolution or otherwise (each, an “Acquisition Proposal”), (c) disclose or provide any other similar nonpublic information relating to the Company (including this Agreement) in connection with an Acquisition Proposal, (d) afford access to a transaction data room, the properties, books or records of the Company to any third party that would restricthas made or is reasonably believed by Seller to be contemplating any Acquisition Proposal, prohibit or inhibit the Company’s (e) otherwise cooperate with, or BRPA’s ability to consummate the Merger and the other Transactionsknowingly assist or participate in, in each case, or knowingly facilitate or encourage any effort or attempt by any Person (other than the Merger and the other Transactions (the transactions in subsections (iAcquirors or its respective Representatives) and (ii), collectively “Company Competing Transactions”). In addition, the Company will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives with respect to, or which would reasonably be likely to lead to, an Acquisition Proposal. Seller shall and shall cause Seller Representatives to promptly cease any and cause to be terminated all existing discussions or negotiations with any Person conducted heretofore and negotiations, if any, which have taken place prior to the date hereof with respect to any Company Competing TransactionAcquisition Proposal. The Company will promptly (and in any event within two (2) Business Days) notify BRPA if the Company or any of its Subsidiaries, or, to the Company’s knowledge, any of the Company’s Representatives receives any inquiry, proposal, offer or submission with respect to a Company Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide BRPA with a copy of such inquiry, proposal, offer or submission. (c) Notwithstanding anything in this Agreement herein to the contrary, nothing contained in this Agreement shall restrict if Seller, any of its Subsidiaries or limit the ability any of the Company Board or the BRPA Board from exercising or acting in accordance with their respective fiduciary duties under applicable law. The Parties agree that the rights and remedies for noncompliance with this Section 4.4 include specific performancerepresentatives receives an inquiry, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy for such injury. (d) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Company Stockholder Approval, the Company Board determines in good faith, after consultation with its outside legal counsel, in response to any proposal or offer from any Person or “group” (as defined in the Exchange Act) group relating to the Company or the Company Board with respect to a Company Competing Transaction (such proposal or offer, any transaction other than an “Acquisition Proposal”) that such Acquisition Proposal constitutes , including a Superior Proposal and that the failure to terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with sale, purchase, merger, consolidation, combination or other transaction involving Seller or any of its fiduciary duties under applicable law, the Company or the Company Board may, prior to obtaining the Company Stockholder Approval, terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal; provided, that the Company pays to BRPA the Termination Fee required to be paid pursuant Section 7.2(b)(i) at or after the time of such termination in accordance with Section 7.2(b)(i); provided, further, that the Company will not be entitled to terminate this Agreement in accordance with Section 7.1(h) unless the Company delivers to BRPA a written notice advising BRPA that the Company Board proposes to take such action. For purposes of this Agreement, “Superior Proposal” means a bona fide and written Acquisition Proposal made after the date hereof that the Company Board in good faith determines Subsidiaries (after consultation with its outside legal counsel) is reasonably likely to be consummated in accordance with its terms and would, if consummated, result in a transaction that is more favorable from a financial point of view to the stockholders of the Company (solely in their capacity as such) other than the transactions contemplated hereby after taking into account all such factors and matters deemed relevant in good faith by the Company BoardCompany) (a “Separate Proposal”), including legalthen Seller, financial any of its Subsidiaries (including the financing terms Company) and any of the representatives of any of the foregoing, as applicable, may (i) furnish any information and other access to any Person making such proposal)Separate Proposal and any of its representatives, regulatory, timing (ii) engage in discussions or other aspects negotiations with any Person making such Separate Proposal and any of its representatives or (iii) enter into any transaction relating to such proposal and this Agreement and the transactions contemplated herebySeparate Proposal.

Exclusivity. (a) During the Interim Period, to the extent not inconsistent with the fiduciary duties neither DLQ Parent nor any member of the BRPA BoardCompany Group, BRPA shall notshall, and such Persons shall cause its Subsidiaries each of their respective Representatives not to, without the prior written consent of Parent (which consent may be withheld in the sole and shall use its reasonable best efforts to cause its and their Representatives not toabsolute discretion of Parent), directly or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (i) any Business Combination, merger, or sale of ownership interests or material assets of BRPA, or a recapitalization, share exchange, or similar transaction with respect to BRPA or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “BRPA Competing Transactions”). In addition, BRPA will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any BRPA Competing Transaction. BRPA will promptly (and in any event within two (2) Business Days) notify the Company if BRPA or any of its Subsidiaries, or, to BRPA’s knowledge, any of BRPA’s Representatives receives any inquiry, proposal, offer or submission with respect to a BRPA Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide the Company with a copy of such inquiry, proposal, offer or submission. (b) During the Interim Period, to the extent not inconsistent with the fiduciary duties of the Company Board, the Company shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their Representatives not to, directly or indirectlyencourage, solicit, initiate, enter intoengage or participate in negotiations with any Person concerning any Alternative Transaction, (ii) take any other action intended or continue discussions, negotiations, or transactions with, or encourage or respond designed to any inquiries or proposals by, or provide any information to facilitate the efforts of any Person relating toto a possible Alternative Transaction or (iii) approve, recommend or enter into or consummate any transaction relating to, (i) any merger or sale of ownership interests or material assets of the Company, or a recapitalization, share exchange, or similar transaction with respect to the Company Alternative Transaction or any of its Subsidiaries contract or agreement related to any Alternative Transaction (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively a “Company Competing TransactionsAcquisition Agreement”). In additionImmediately following the execution of this Agreement, DLQ Parent and the Company willGroup, shall, and will shall cause each of its Subsidiaries and use reasonable best efforts Representatives, to cause its and their Representatives to, promptly cease terminate any and all existing discussions discussion or negotiations with any Person conducted heretofore Persons other than Parent, concerning any Alternative Transaction. Each of DLQ Parent and the Company shall be responsible for any acts or omissions of any of its respective Representatives that, if they were the acts or omissions of DLQ Parent or the Company, would be deemed a breach of such party’s obligations under this Section 6.2(a) (it being understood that such responsibility shall be in addition to and not by way of limitation of any right the Parent may have against such Representatives with respect to any Company Competing Transaction. The Company will promptly (and in any event within two (2) Business Days) notify BRPA if the Company such acts or any of its Subsidiaries, or, to the Company’s knowledge, any of the Company’s Representatives receives any inquiry, proposal, offer or submission with respect to a Company Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submissionomissions), after the execution and delivery of this Agreement, and will provide BRPA with a copy of such inquiry, proposal, offer or submission. (c) Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall restrict or limit the ability of the Company Board or the BRPA Board from exercising or acting in accordance with their respective fiduciary duties under applicable law. The Parties agree that the rights and remedies for noncompliance with this Section 4.4 include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy for such injury. (d) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Company Stockholder Approval, the Company Board determines in good faith, after consultation with its outside legal counsel, in response to any proposal or offer from any Person or “group” (as defined in the Exchange Act) to the Company or the Company Board with respect to a Company Competing Transaction (such proposal or offer, an “Acquisition Proposal”) that such Acquisition Proposal constitutes a Superior Proposal and that the failure to terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties under applicable law, the Company or the Company Board may, prior to obtaining the Company Stockholder Approval, terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal; provided, that the Company pays to BRPA the Termination Fee required to be paid pursuant Section 7.2(b)(i) at or after the time of such termination in accordance with Section 7.2(b)(i); provided, further, that the Company will not be entitled to terminate this Agreement in accordance with Section 7.1(h) unless the Company delivers to BRPA a written notice advising BRPA that the Company Board proposes to take such action. For purposes of this Agreement, the term “Superior ProposalAlternative Transaction” means a bona fide and written Acquisition Proposal made after any of the date hereof that following transactions involving DLQ Parent or the Company Board in good faith determines or their respective Subsidiaries (after consultation with its outside legal counsel) is reasonably likely to be consummated in accordance with its terms and would, if consummated, result in a transaction that is more favorable from a financial point of view to the stockholders of the Company (solely in their capacity as such) other than the transactions contemplated hereby after taking into account by this Agreement or the Additional Agreements): (A) any merger, consolidation, share exchange, business combination or other similar transaction (other than between or among such party and/or its wholly-owned Subsidiaries), (B) any sale, lease, exchange, transfer or other disposition of all or a material portion of the assets of such factors and matters deemed relevant Person or any material portion of the capital stock or other equity interests of such party or its Subsidiaries in good faith a single transaction or series of transactions, (C) with respect to the Company, any purchase, lease, exchange, transfer or other acquisition of (1) all or a material portion of the assets of any Person by the Company Board, including legal, financial or (including the financing terms 2) any capital stock or other equity interests of any such proposal)Person by the Company, regulatoryin each case, timing in a single transaction or other aspects series of such proposal and this Agreement and the transactions contemplated herebytransactions.

Exclusivity. (a) During Until the Interim Period, to the extent not inconsistent with the fiduciary duties earlier of the BRPA BoardClosing or the termination of this Agreement in accordance with Article VII, BRPA shall noteach Seller agrees that neither such Seller, shall cause nor any of its Subsidiaries not tocontrolled Affiliates or any of its or its controlled Affiliates’ directors, and shall use its reasonable best efforts to cause its and their Representatives not toofficers, managers, employees, attorneys, investment bankers, accountants, agents, advisors or other representatives shall, directly or indirectly, solicit, initiateinitiate or engage in (including by way of furnishing information) or participate in any discussions or negotiations regarding or furnish any action with respect to any negotiations, enter intoproposals, or continue discussionsoffers of any kind with respect to the disposition of such Seller or part or all of its Spending Account Business in the case of MII Life or the Units in the case of Aware (in each case, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (i) any Business Combinationwhether by asset sale, merger, or sale of ownership interests or material assets of BRPAacquisition, or a business combination, reorganization, recapitalization, share exchangeunit issuance, unit issuance, debt or equity investment, consolidation or similar transaction with respect to BRPA transaction). If a Seller, or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale Affiliates or any of its or its Affiliates’ directors, officers, managers, employees, attorneys, investment bankers, accountants, agents, advisors or other similar transaction that would restrict, prohibit representatives receives an offer to purchase or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, acquire (in each case, other than the Merger and the other Transactions whether by asset sale, merger, acquisition, business combination, reorganization, recapitalization, unit issuance, unit issuance, debt or equity investment, consolidation or similar transaction) all or any part of SamCo, or part or all of MII Life’s Spending Account Business, such Seller shall, within five (the transactions in subsections (i) and (ii), collectively “BRPA Competing Transactions”). In addition, BRPA will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any BRPA Competing Transaction. BRPA will promptly (and in any event within two (25) Business Days) notify Days of the Company if BRPA or any receipt of its Subsidiariessuch offer, or, provide written notice of such offer to BRPA’s knowledge, any of BRPA’s Representatives receives any inquiry, proposal, offer or submission Buyer along with respect to a BRPA Competing Transaction the details thereof (including the identity of such Person and copies of any proposals and the Person making such inquiry specific terms and conditions discussed or submitting such proposal, offer proposed). During the period from the date of this Agreement through the Closing or submission), after the execution and delivery earlier termination of this Agreement, and will provide the Company with a copy of such inquiry, proposal, offer or submission. (b) During the Interim Period, to the extent not inconsistent with the fiduciary duties of the Company Board, the Company Sellers shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and exercise their Representatives not to, directly or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to rights under any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (i) any merger or sale of ownership interests or material assets of the Company, or a recapitalization, share exchange, or similar transaction with respect to the Company or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “Company Competing Transactions”). In addition, the Company will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations confidentiality agreement with any Person conducted heretofore with respect to any Company Competing Transaction. The Company will promptly (and in any event within two (2other than Buyer) Business Days) notify BRPA if the Company or any of its Subsidiaries, or, to the Company’s knowledge, any of the Company’s Representatives receives any inquiry, proposal, offer or submission with respect relating to a Company Competing Transaction (including the identity proposed transaction to direct such Person to return or destroy any confidential information of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide BRPA with a copy of such inquiry, proposal, offer or submissionSellers provided thereunder. (c) Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall restrict or limit the ability of the Company Board or the BRPA Board from exercising or acting in accordance with their respective fiduciary duties under applicable law. The Parties agree that the rights and remedies for noncompliance with this Section 4.4 include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy for such injury. (d) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Company Stockholder Approval, the Company Board determines in good faith, after consultation with its outside legal counsel, in response to any proposal or offer from any Person or “group” (as defined in the Exchange Act) to the Company or the Company Board with respect to a Company Competing Transaction (such proposal or offer, an “Acquisition Proposal”) that such Acquisition Proposal constitutes a Superior Proposal and that the failure to terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties under applicable law, the Company or the Company Board may, prior to obtaining the Company Stockholder Approval, terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal; provided, that the Company pays to BRPA the Termination Fee required to be paid pursuant Section 7.2(b)(i) at or after the time of such termination in accordance with Section 7.2(b)(i); provided, further, that the Company will not be entitled to terminate this Agreement in accordance with Section 7.1(h) unless the Company delivers to BRPA a written notice advising BRPA that the Company Board proposes to take such action. For purposes of this Agreement, “Superior Proposal” means a bona fide and written Acquisition Proposal made after the date hereof that the Company Board in good faith determines (after consultation with its outside legal counsel) is reasonably likely to be consummated in accordance with its terms and would, if consummated, result in a transaction that is more favorable from a financial point of view to the stockholders of the Company (solely in their capacity as such) than the transactions contemplated hereby after taking into account all such factors and matters deemed relevant in good faith by the Company Board, including legal, financial (including the financing terms of any such proposal), regulatory, timing or other aspects of such proposal and this Agreement and the transactions contemplated hereby.

Exclusivity. (a) During From the Interim Perioddate of this Agreement until the Closing or, if earlier, the termination of this Agreement pursuant to Article VII, the extent not inconsistent with the fiduciary duties of the BRPA Board, BRPA shall IASIS Parties will not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and will direct each of their Company Representatives not to, directly or indirectly, (i) solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or knowingly encourage or respond to knowingly facilitate any inquiries or the making of any proposals byor offers from any Person (other than the MPT Parties and their Representatives) concerning an Acquisition Proposal relating to the Owned Real Property, (ii) participate in any way in any discussion (other than to provide notice as to the existence of these provisions) or negotiation with, or provide any confidential or non-public information to any Person relating to, or enter into otherwise assist or consummate facilitate, any transaction Person in connection with or relating toto any Acquisition Proposal relating to the Owned Real Property, (iiii) any Business Combination, mergerapprove or recommend, or sale of ownership interests propose to approve or material assets of BRPArecommend, whether publicly or to any director or equityholder, any Acquisition Proposal relating to the Owned Real Property, or (iv) approve or recommend, or a recapitalization, share exchangepropose to approve or recommend, or similar transaction with respect to BRPA execute or enter into, any letter of its Subsidiaries or intent, agreement in principal, merger agreement (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (iiAgreement), collectively “BRPA Competing Transactions”). In additionacquisition agreement, BRPA will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions option agreement or negotiations with any Person conducted heretofore with respect other similar Contract related to any BRPA Competing Transaction. BRPA will promptly (and in Acquisition Proposal relating to the Owned Real Property, or propose, whether publicly or to any event within two (2) Business Days) notify the Company if BRPA director or equityholder, or agree to do any of its Subsidiaries, or, the foregoing related to BRPA’s knowledge, any of BRPA’s Representatives receives any inquiry, proposal, offer or submission with respect to a BRPA Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide the Company with a copy of such inquiry, proposal, offer or submissionAcquisition Proposal. (b) During From the Interim Perioddate of this Agreement until the Closing or, to the extent not inconsistent with the fiduciary duties of the Company Boardif earlier, the Company shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts termination of this Agreement pursuant to cause its and their Representatives not to, directly or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (i) any merger or sale of ownership interests or material assets of the Company, or a recapitalization, share exchange, or similar transaction with respect to the Company or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “Company Competing Transactions”). In additionArticle VII, the Company IASIS Parties will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives direct each Company Representative to, promptly immediately cease and terminate any and all existing discussions agreements, discussions, negotiations or negotiations other communications with any Person conducted heretofore third party with respect to any Company Competing Transaction. The Company will promptly (and in any event within two (2) Business Days) notify BRPA if the Company or any of its Subsidiaries, or, Acquisition Proposal relating to the CompanyOwned Real Property, including terminating any such Person’s knowledge, any of the Company’s Representatives receives any inquiry, proposal, offer or submission with respect to a Company Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide BRPA with a copy of such inquiry, proposal, offer or submission. (c) Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall restrict or limit the ability of the Company Board or the BRPA Board from exercising or acting in accordance with their respective fiduciary duties under applicable law. The Parties agree that the rights and remedies for noncompliance with this Section 4.4 include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy for such injury. (d) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Company Stockholder Approval, the Company Board determines in good faith, after consultation with its outside legal counsel, in response access to any proposal or offer from any Person or “group” (as defined in the Exchange Act) to the Company or the Company Board with respect to a Company Competing Transaction (such proposal or offer, an “Acquisition Proposal”) that such Acquisition Proposal constitutes a Superior Proposal and that the failure to terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties under applicable law, the Company or the Company Board may, prior to obtaining the Company Stockholder Approval, terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal; provided, that the Company pays to BRPA the Termination Fee required to be paid pursuant Section 7.2(b)(i) at or after the time of such termination in accordance with Section 7.2(b)(i); provided, further, that the Company will not be entitled to terminate this Agreement in accordance with Section 7.1(h) unless the Company delivers to BRPA a written notice advising BRPA that the Company Board proposes to take such action. For purposes of this Agreement, “Superior Proposal” means a bona fide and written Acquisition Proposal made after the date hereof that the Company Board in good faith determines (after consultation with its outside legal counsel) is reasonably likely to be consummated in accordance with its terms and would, if consummated, result in a transaction that is more favorable from a financial point of view to the stockholders of the Company (solely in their capacity as such) than the transactions contemplated hereby after taking into account all such factors and matters deemed relevant in good faith by the Company Board, including legal, financial (including the financing terms of any such proposal), regulatory, timing or other aspects of such proposal and this Agreement and the transactions contemplated herebydata room.

Exclusivity. (a) During In recognition of the Interim Period, to time that will be expended and the extent not inconsistent expense that will be incurred by Buyer in connection with the fiduciary duties of the BRPA Boardtransactions contemplated hereby, BRPA shall notuntil such time, shall if any, as this Agreement is terminated pursuant to Article 10, Seller will not and will not cause its Subsidiaries not toofficers, and shall use its reasonable best efforts to cause its and their Representatives not directors, employees, attorneys, financial advisors, agents or other representatives to, directly or indirectly, (a) encourage, solicit, initiate, enter into, engage in negotiations or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals bydiscussions about, or provide any information to any Person relating with respect to, any inquiry or enter into or consummate any transaction proposal (an “Acquisition Proposal”) relating to, to (i) the possible direct or indirect acquisition of all or any Business Combinationportion of the Business, mergerwhether through the acquisition of the stock, other ownership interests in Seller, or sale all or substantially all of ownership interests or material the assets of BRPA, or a recapitalization, share exchange, or similar transaction with respect to BRPA Seller or any business or division of its Subsidiaries Seller, or (ii) any financingbusiness combination with or involving Seller or (b) discuss or disclose the existence or terms of this Agreement (except as may be required by Law, investmentor is necessary in connection with the transactions contemplated hereby, acquisition, purchase, merger, sale or any other similar transaction and except to the extent that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, such information becomes public other than the Merger and the other Transactions (the transactions in subsections (ias result of a violation hereof) and (ii), collectively “BRPA Competing Transactions”). In addition, BRPA will, and will cause its Subsidiaries and use reasonable best efforts with or to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore other than Buyer without the prior written consent of Buyer. Nothing contained in this Agreement shall prohibit Seller or its Board of Directors from disclosing to its stockholders any information which, after consultation with respect its outside legal and financial advisors, is required to any BRPA Competing Transaction. BRPA will promptly (and be disclosed in any event within two (2) Business Days) notify order for the Company if BRPA or any Board of Directors to comply with its Subsidiaries, or, to BRPA’s knowledge, any of BRPA’s Representatives receives any inquiry, proposal, offer or submission with respect to a BRPA Competing Transaction (including the identity fiduciary obligations in seeking approval of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery stockholders of this Agreement, and will provide the Company with a copy of such inquiryor is otherwise required, proposal, offer or submissionunder applicable Law. (b) During the Interim Period, Notwithstanding anything to the extent not inconsistent with the fiduciary duties of the Company Board, the Company shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their Representatives not to, directly or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (i) any merger or sale of ownership interests or material assets of the Company, or a recapitalization, share exchange, or similar transaction with respect to the Company or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “Company Competing Transactions”). In addition, the Company will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Competing Transaction. The Company will promptly (and in any event within two (2) Business Days) notify BRPA if the Company or any of its Subsidiaries, or, to the Company’s knowledge, any of the Company’s Representatives receives any inquiry, proposal, offer or submission with respect to a Company Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide BRPA with a copy of such inquiry, proposal, offer or submission. (c) Notwithstanding anything in this Agreement to the contrary, nothing contrary contained in this Agreement shall restrict or limit the ability of the Company Board or the BRPA Board from exercising or acting in accordance with their respective fiduciary duties under applicable law. The Parties agree that the rights and remedies for noncompliance with this Section 4.4 include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy for such injury. (d) Notwithstanding anything in this Agreement to the contrary11.14, if, at any time prior to obtaining the Company Stockholder Approvalshareholder approval contemplated by Section 9.4 of this Agreement, Seller receives an unsolicited Acquisition Proposal that the Company Board of Directors of Seller determines in good faith, after consultation with receiving the advice of its outside financial advisers and legal counsel, constitutes a Superior Proposal, then Seller shall be permitted to (i) engage in response to any proposal or offer from any negotiations regarding such Acquisition Proposal with the Person or that has submitted it (the “group” Bidder”), (as defined in the Exchange Actii) furnish to the Company Bidder confidential information relating to Seller and the Business, subject to the execution and delivery of an appropriate nondisclosure agreement with the Bidder at least as restrictive as Section 11.12 of this Agreement, and (iii) if required by fiduciary duties, make a change in or withdraw the Company recommendation of the Board of Directors to the shareholders of Seller (or decline to make such a recommendation, if not previously made) with respect to a Company Competing Transaction (such proposal or offer, an “Acquisition Proposal”) that such Acquisition Proposal constitutes a Superior Proposal and that the failure to terminate approval of the transaction contemplated by this Agreement pursuant to Section 7.1(h) to enter into (a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties under applicable law, the Company or the Company Board may, prior to obtaining the Company Stockholder Approval, terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal; provided, that the Company pays to BRPA the Termination Fee required to be paid pursuant Section 7.2(b)(i) at or after the time of such termination “Change in accordance with Section 7.2(b)(iRecommendation”); provided, furtherhowever, that within five (5) business days after receipt of such Acquisition Proposal, Seller shall provide to Buyer a summary of the Company will material terms and conditions of such Acquisition Proposal, including the identity of the Bidder, and the same confidential information disclosed to the Bidder if such confidential information has not be entitled previously been disclosed to terminate this Agreement in accordance with Section 7.1(h) unless the Company delivers to BRPA a Buyer. Seller shall give written notice advising BRPA that the Company to Buyer promptly after any decision by Seller’s Board proposes of Directors to take make any Change in Recommendation, and Seller shall not submit such action. For purposes of this Agreement, “Superior Proposal” means a bona fide and written Acquisition Proposal made Change in Recommendation to its shareholders for at least ten (10) business days after the date hereof of such notice, during which period Buyer shall have the opportunity to propose revisions to the terms of this Agreement (or to make an alternative proposal) that it believes would cause the Company Bidder’s Acquisition Proposal not to constitute a Superior Proposal and, if Buyer makes such a proposal, Seller’s Board of Directors shall consider such proposal in good faith determines (after consultation with its outside legal counsel) is reasonably likely faith. Seller shall be permitted to be consummated in accordance with its disclose to the Bidder a summary of the material terms and wouldconditions of any revised or alternative proposal submitted by Buyer pursuant to this Section 11.14(b), if consummated, result in a transaction that is more favorable from a financial point of view subject to the stockholders terms of the Company nondisclosure agreement contemplated by clause (solely in their capacity as suchii) than of the transactions contemplated hereby after taking into account all such factors and matters deemed relevant in good faith by the Company Board, including legal, financial (including the financing terms first sentence of any such proposalthis Section 11.14(b), regulatory, timing or other aspects of such proposal and this Agreement and the transactions contemplated hereby.

Exclusivity. (a) During From the Interim Period, to Execution Date until the extent not inconsistent with the fiduciary duties earlier of the BRPA BoardClosing or the termination of this Agreement in accordance with Section 9.1, BRPA the Company and its Affiliates shall not, and shall cause its their Subsidiaries not to, and shall use its reasonable best efforts to cause its and their Representatives respective representatives not to, directly or indirectly, (i) solicit, initiate, enter into, initiate or continue discussions, negotiations, or transactions with, take any action to knowingly facilitate or encourage or respond to any inquiries or proposals bythe making, submission or provide any information to any Person relating toannouncement of, or enter into or consummate any transaction relating to, (i) any Business Combination, merger, or sale of ownership interests or material assets of BRPA, or a recapitalization, share exchange, or similar transaction with respect to BRPA or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “BRPA Competing Transactions”). In addition, BRPA will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any BRPA Competing Transaction. BRPA will promptly (and in any event within two (2) Business Days) notify the Company if BRPA or any of its Subsidiaries, or, to BRPA’s knowledge, any of BRPA’s Representatives receives any inquiry, proposal, offer or submission with respect to a BRPA Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide the Company with a copy of such inquiry, proposal, offer or submission. (b) During the Interim Period, to the extent not inconsistent with the fiduciary duties of the Company Board, the Company shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their Representatives not to, directly or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (i) any merger or sale of ownership interests or material assets of the Company, or a recapitalization, share exchange, or similar transaction with respect to the Company or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “Company Competing Transactions”). In addition, the Company will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Competing Transaction. The Company will promptly (and in any event within two (2) Business Days) notify BRPA if the Company or any of its Subsidiaries, or, to the Company’s knowledge, any of the Company’s Representatives receives any inquiry, proposal, offer or submission with respect to a Company Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide BRPA with a copy of such inquiry, proposal, offer or submission. (c) Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall restrict or limit the ability of the Company Board or the BRPA Board from exercising or acting in accordance with their respective fiduciary duties under applicable law. The Parties agree that the rights and remedies for noncompliance with this Section 4.4 include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy for such injury. (d) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Company Stockholder Approval, the Company Board determines in good faith, after consultation with its outside legal counsel, in response to any proposal or offer from any Person or group of Persons other than EQV and the Sponsor (and their respective representatives, acting in their capacity as such) (a “group” (as defined in the Exchange Act) to the Company or the Company Board with respect to a Company Competing Transaction (such proposal or offer, an “Acquisition ProposalBuyer”) that such Acquisition Proposal constitutes may constitute, or would reasonably be expected to lead to, a Superior Proposal and Competing Transaction; (ii) enter into, participate in, continue or otherwise engage in, any discussions or negotiations with any Competing Buyer regarding a Competing Transaction; (iii) furnish (including through any virtual data room) any information relating to any Group Company or any of their assets or businesses, or afford access to the assets, business, properties, books or records of any Group Company to a Competing Buyer, in all cases for the purpose of assisting with or facilitating, or that the failure would otherwise reasonably be expected to terminate this Agreement pursuant to Section 7.1(hlead to, a Competing Transaction; (iv) to approve, endorse or recommend any Competing Transaction; or (v) enter into a definitive agreement with respect Competing Transaction or any agreement, arrangement or understanding (including any letter of intent or term sheet) relating to such Superior Proposal would be inconsistent with its fiduciary duties under applicable lawa Competing Transaction or publicly announce an intention to do so. (b) From the Execution Date, until the Company earlier of the Closing or the Company Board may, prior to obtaining the Company Stockholder Approval, terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal; provided, that the Company pays to BRPA the Termination Fee required to be paid pursuant Section 7.2(b)(i) at or after the time termination of such termination in accordance with Section 7.2(b)(i); provided, further, that the Company will not be entitled to terminate this Agreement in accordance with Section 7.1(h9.1, the EQV Parties, the Sponsor and their respective Affiliates shall not, and shall cause their respective representatives not to, directly or indirectly, (i) unless solicit, initiate or take any action to knowingly facilitate or encourage any inquiries or the making, submission or announcement of, any proposal or offer from any of the EQV Parties, the Sponsor, any Person or group of Persons other than the Company delivers to BRPA a written notice advising BRPA that and the Company Board proposes Unitholders that may constitute, or would reasonably be expected to take such action. For purposes lead to, a EQV Party Competing Transaction; (ii) enter into, participate in, continue or otherwise engage in, any discussions or negotiations regarding a EQV Party Competing Transaction; (iii) commence due diligence with respect to any Person, in all cases for the purpose of this Agreementassisting with or facilitating, “Superior Proposal” means or that would otherwise reasonably be expected to lead to, a bona fide and written Acquisition Proposal made after the date hereof that the Company Board in good faith determines EQV Party Competing Transaction; (after consultation with its outside legal counseliv) is reasonably likely to be consummated in accordance with its terms and wouldapprove, if consummatedendorse or recommend any EQV Party Competing Transaction; or (v) enter into a EQV Party Competing Transaction or any agreement, result in a transaction that is more favorable from a financial point of view to the stockholders of the Company (solely in their capacity as such) than the transactions contemplated hereby after taking into account all such factors and matters deemed relevant in good faith by the Company Board, including legal, financial arrangement or understanding (including the financing terms any letter of any such proposal), regulatory, timing intent or other aspects of such proposal and this Agreement and the transactions contemplated herebyterm sheet) relating to a EQV Party Competing Transaction or publicly announce an intention to do so.

Exclusivity. (a) During From the Interim Period, to date of this Agreement until the extent not inconsistent with the fiduciary duties earlier of the BRPA Boardtermination of this Agreement and the Closing Date, BRPA Sellers shall not, not (and Sellers shall cause its Subsidiaries the Acquired Company Entities and their respective officers, directors, representatives or Affiliates not to, and shall use its reasonable best efforts to cause its and their Representatives not to, ) directly or indirectly, indirectly (i) solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or knowingly encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (i) any Business Combination, merger, or sale the submission of ownership interests or material assets of BRPA, or a recapitalization, share exchange, or similar transaction with respect to BRPA or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “BRPA Competing Transactions”). In addition, BRPA will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any BRPA Competing Transaction. BRPA will promptly (and in any event within two (2) Business Days) notify the Company if BRPA or any of its Subsidiaries, or, to BRPA’s knowledge, any of BRPA’s Representatives receives any inquiry, proposal, offer or submission with respect to a BRPA Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide the Company with a copy of such inquiry, proposal, offer or submission. (b) During the Interim Period, to the extent not inconsistent with the fiduciary duties of the Company Board, the Company shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their Representatives not to, directly or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (i) any merger or sale of ownership interests or material assets of the Company, or a recapitalization, share exchange, or similar transaction with respect to the Company or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “Company Competing Transactions”). In addition, the Company will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Competing Transaction. The Company will promptly (and in any event within two (2) Business Days) notify BRPA if the Company or any of its Subsidiaries, or, to the Company’s knowledge, any of the Company’s Representatives receives any inquiry, proposal, offer or submission with respect to a Company Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide BRPA with a copy of such inquiry, proposal, offer or submission. (c) Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall restrict or limit the ability of the Company Board or the BRPA Board from exercising or acting in accordance with their respective fiduciary duties under applicable law. The Parties agree that the rights and remedies for noncompliance with this Section 4.4 include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy for such injury. (d) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Company Stockholder Approval, the Company Board determines in good faith, after consultation with its outside legal counsel, in response to any proposal or offer from any Person third party relating to any direct or “group” indirect, merger, consolidation, reorganization, acquisition of any equity interests in, or all or substantially all of the assets (as defined other than for sales of assets in the Exchange ActOrdinary Course of Business) to of, the Acquired Company Entities (including any acquisition structured as a merger, consolidation or the Company Board with respect to a Company Competing Transaction exchange) (any such proposal or offer, an “Acquisition Proposal”), (ii) that such engage, continue or participate in any discussions or negotiations regarding, or furnish or cause to furnish any information with respect to, any Acquisition Proposal, (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal, (iv) execute or enter into any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement with any third party relating to any Acquisition Proposal constitutes a Superior Proposal or (v) resolve to propose or agree to do any of the foregoing. Without limiting the generality of the foregoing, Sellers shall and that shall cause the failure Acquired Company Entities to, and shall cause their respective officers, directors, representatives and Affiliates to, (A) immediately cease and cause to terminate this Agreement pursuant be terminated any existing activities, including discussions or negotiations with any Person, conducted prior to Section 7.1(h) to enter into a definitive agreement the date hereof with respect to such Superior Proposal would be inconsistent with its fiduciary duties any Acquisition Proposal, other than Purchaser under applicable law, the Company or the Company Board may, prior to obtaining the Company Stockholder Approval, terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal; provided, that the Company pays to BRPA the Termination Fee required to be paid pursuant Section 7.2(b)(i) at or after the time of such termination in accordance with Section 7.2(b)(i); provided, further, that the Company will not be entitled to terminate this Agreement in accordance with Section 7.1(h) unless the Company delivers to BRPA a written notice advising BRPA that the Company Board proposes to take such action. For purposes of this Agreement, “Superior Proposal” means a bona fide and written (B) promptly notify Purchaser in writing of any inquiries or the making of any proposal that constitutes or could be expected to lead to an Acquisition Proposal made after the date hereof that the Company Board in good faith determines (after consultation with its outside legal counsel) is reasonably likely to be consummated in accordance with its terms Sellers or ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, or ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and wouldprovide to Purchaser a copy of such inquiry or proposal, if consummated, result in a transaction that is more favorable from a financial point of view to the stockholders of the Company (solely in their capacity as such) than the transactions contemplated hereby after taking into account all such factors and matters deemed relevant in good faith by the Company Board, including legal, financial (including the financing terms of any such proposal), regulatory, timing or other aspects of such proposal and this Agreement and the transactions contemplated herebywriting.

Exclusivity. From the date hereof until the earliest of (a) During the Interim PeriodClosing Date or (b) such date on which this Agreement is validly terminated in accordance with Article IX, to the extent not inconsistent with the fiduciary duties of the BRPA Board, BRPA shall not, shall cause each Seller and its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their Representatives not toAffiliates will not, directly or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, indirectly (i) any Business Combination, merger, or sale of ownership interests or material assets of BRPA, or a recapitalization, share exchange, or similar transaction with respect to BRPA or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “BRPA Competing Transactions”). In addition, BRPA will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any BRPA Competing Transaction. BRPA will promptly (and in any event within two (2) Business Days) notify the Company if BRPA or any of its Subsidiaries, or, to BRPA’s knowledge, any of BRPA’s Representatives receives any inquiry, proposal, offer or submission with respect to a BRPA Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide the Company with a copy of such inquiry, proposal, offer or submission. (b) During the Interim Period, to the extent not inconsistent with the fiduciary duties of the Company Board, the Company shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their Representatives not to, directly or indirectly, solicit, initiate, enter into, initiate or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (i) any merger or sale accept the submission of ownership interests or material assets of the Company, or a recapitalization, share exchange, or similar transaction with respect to the Company or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “Company Competing Transactions”). In addition, the Company will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Competing Transaction. The Company will promptly (and in any event within two (2) Business Days) notify BRPA if the Company or any of its Subsidiaries, or, to the Company’s knowledge, any of the Company’s Representatives receives any inquiry, proposal, offer or submission with respect to a Company Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide BRPA with a copy of such inquiry, proposal, offer or submission. (c) Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall restrict or limit the ability of the Company Board or the BRPA Board from exercising or acting in accordance with their respective fiduciary duties under applicable law. The Parties agree that the rights and remedies for noncompliance with this Section 4.4 include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy for such injury. (d) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Company Stockholder Approval, the Company Board determines in good faith, after consultation with its outside legal counsel, in response to any proposal or offer from any Person relating to the acquisition of any Seller, its respective Subsidiaries or “group” the Assumed Platform Assets or (as defined ii) participate in any discussions or negotiations regarding the Exchange Actacquisition of any Seller, its respective Subsidiaries or the Assumed Platform Assets or furnish any confidential or proprietary information with respect thereto to any Person who would reasonably be expected to submit any proposal or offer relating to the acquisition of any Seller, its respective Subsidiaries or the Assumed Platform Assets (other than the Buyer or its authorized Representatives). Each Seller, its Subsidiaries and its Affiliates will promptly cease any existing discussions or negotiations with any Persons (other than the Buyer and its authorized Representatives) heretofore conducted, or the provision of any confidential or proprietary information to any Person (other than the Buyer or its authorized Representatives) to the Company which confidential or the Company Board proprietary information heretofore has been provided, in each case, with respect to a Company Competing Transaction (such any discussions or negotiations regarding the acquisition of any Seller, its respective Subsidiaries or the Assumed Platform Assets. Each Seller shall promptly notify the Buyer upon receipt of any bid, offer or proposal or offer, an “Acquisition Proposal”) that such Acquisition Proposal constitutes a Superior Proposal and that the failure to terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement it receives with respect to such Superior Proposal would be any Seller, its respective Subsidiaries or the Assumed Platform Assets or any other transaction inconsistent with its fiduciary duties under applicable law, the Company or the Company Board may, prior to obtaining the Company Stockholder Approval, terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal; provided, that the Company pays to BRPA the Termination Fee required to be paid pursuant Section 7.2(b)(i) at or after the time of such termination in accordance with Section 7.2(b)(i); provided, further, that the Company will not be entitled to terminate this Agreement in accordance with Section 7.1(h) unless the Company delivers to BRPA a written notice advising BRPA that the Company Board proposes to take such action. For purposes of this Agreement, “Superior Proposal” means a bona fide and written Acquisition Proposal made after the date hereof that the Company Board in good faith determines (after consultation with its outside legal counsel) is reasonably likely to be consummated in accordance with its terms and would, if consummated, result in a transaction that is more favorable from a financial point of view to the stockholders of the Company (solely in their capacity as such) than the transactions contemplated hereby after taking into account all such factors and matters deemed relevant in good faith by the Company Board, including legal, financial (including the financing terms of any such proposal), regulatory, timing or other aspects of such proposal and this Agreement and the transactions contemplated herebyAgreement.

Exclusivity. (a) During Until such time, if any, as this Agreement is terminated pursuant to Article XI, each of Parent, Seller and the Interim Period, to the extent not inconsistent with the fiduciary duties of the BRPA Board, BRPA Company agrees that it shall not, and shall cause its the Subsidiaries and the Affiliates, directors, officers, employees, direct and indirect equity holders and representatives of Parent, Seller, the Company and the Subsidiaries not to, and shall use its reasonable best efforts to cause its and their Representatives not to, directly or indirectly, indirectly solicit, initiate, enter into, initiate or continue discussions, negotiations, or transactions with, or knowingly encourage or respond to any inquiries or proposals byfrom, discuss or negotiate with, provide any information to any Person relating to, or enter into consider the merits of any inquiries or consummate proposals from, any transaction Person (other than Buyer) relating to any Acquisition Proposal other than a Permitted Acquisition Proposal. Parent, the Company and Seller shall, and shall cause their Affiliates, direct and indirect equity holders, and representatives to, (i) any Business Combination, merger, or sale of ownership interests or material assets of BRPA, or a recapitalization, share exchange, or similar transaction with respect to BRPA or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “BRPA Competing Transactions”). In addition, BRPA will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly immediately cease any and all existing such discussions or negotiations related to any Acquisition Proposal currently in progress with any Person conducted heretofore with respect to other than Buyer and shall cease providing any BRPA Competing Transactionsuch Person information regarding Parent, Seller, the Company, or any Subsidiary. BRPA will promptly As soon as reasonably practicable (and in any event within two (2one Business Day) Business Days) notify after receipt by Parent, Seller, the Company if BRPA or any of the Subsidiaries (including through a notification by its Subsidiariesrepresentatives) of any Acquisition Proposal or any request for information or inquiry which it reasonably believes could lead to an Acquisition Proposal, orSeller shall provide Buyer with written notice of the material terms and conditions of such Acquisition Proposal, to BRPA’s knowledge, any of BRPA’s Representatives receives any request or inquiry, proposal, offer or submission with respect to a BRPA Competing Transaction (including the identity of the Person making any such Acquisition Proposal, request or inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide the Company with a copy of such proposal, request or inquiry, if in writing (or, where such proposal, offer request or submission. (b) During the Interim Periodinquiry was not in writing, to the extent not inconsistent with the fiduciary duties a description of the Company Boardterms of such proposal, request or inquiry), and any written material submitted in connection with such proposal, request or inquiry. Notwithstanding the foregoing, until the earlier of (i) the Closing and (ii) the termination of this Agreement pursuant to Article XI, neither Parent, Seller nor the Company shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their Representatives not to, directly or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond cause the Subsidiaries to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (i) any merger or sale of ownership interests or material assets of the Company, or a recapitalization, share exchange, or similar transaction with respect to the Company or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “Company Competing Transactions”). In addition, the Company will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Competing Transaction. The Company will promptly (and in any event within two (2) Business Days) notify BRPA if the Company or any of its Subsidiaries, or, to the Company’s knowledgeinto, any of the Company’s Representatives receives any inquiry, proposal, offer or submission with respect to a Company Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide BRPA with a copy of such inquiry, proposal, offer or submission. (c) Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall restrict or limit the ability of the Company Board or the BRPA Board from exercising or acting in accordance with their respective fiduciary duties under applicable law. The Parties agree that the rights and remedies for noncompliance with this Section 4.4 include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy for such injury. (d) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Company Stockholder Approval, the Company Board determines in good faith, after consultation with its outside legal counsel, in response to any proposal or offer from any Person or “group” (as defined in the Exchange Act) to the Company or the Company Board with respect to a Company Competing Transaction (such proposal or offer, an “Acquisition Proposal”) that such Acquisition Proposal constitutes a Superior Proposal and that the failure to terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to a Permitted Acquisition Proposal without Buyer's prior written consent, which shall not be unreasonably withheld to the extent that such Superior Proposal transactions would be inconsistent not materially interfere with its fiduciary duties under applicable lawthe consummation of the transactions contemplated by this Agreement or any Seller Ancillary Agreement. Without limiting any of the terms, conditions, or rights provided for in this Agreement, Parent, Seller and the Company acknowledge and agree that Buyer shall have the right to seek specific performance of the provisions of this Section 6.5 pursuant to the terms and conditions of Section 11.3(d). Each of Parent, Seller and the Company acknowledge and agree that any violation of (A) the restrictions set forth in this Section 6.5 by any of their respective Affiliates, directors, officers, employees, direct or indirect equity holders or representatives, or the Subsidiaries, or (B) Section 1.1 or 2.1 (Exclusivity), as applicable, of any Equity Holder Agreement by any Affiliate of Parent, Seller, or the Company party thereto, whether or not such Person is purporting to act on behalf of Parent, Seller, the Company or the Company Board mayotherwise, prior to obtaining the Company Stockholder Approval, terminate this Agreement pursuant to Section 7.1(h) to enter into shall be deemed a definitive agreement with respect to such Superior Proposal; provided, that the Company pays to BRPA the Termination Fee required to be paid pursuant Section 7.2(b)(i) at or after the time of such termination in accordance with Section 7.2(b)(i); provided, further, that the Company will not be entitled to terminate this Agreement in accordance with Section 7.1(h) unless the Company delivers to BRPA a written notice advising BRPA that the Company Board proposes to take such action. For purposes breach of this Agreement, “Superior Proposal” means a bona fide and written Acquisition Proposal made after the date hereof that the Company Board in good faith determines (after consultation with its outside legal counsel) is reasonably likely to be consummated in accordance with its terms and would, if consummated, result in a transaction that is more favorable from a financial point of view to the stockholders of the Company (solely in their capacity as such) than the transactions contemplated hereby after taking into account all such factors and matters deemed relevant in good faith by the Company Board, including legal, financial (including the financing terms of any such proposal), regulatory, timing or other aspects of such proposal and this Agreement and the transactions contemplated herebySection 6.5.

Exclusivity. (a) During From the Interim Perioddate hereof until the earlier of (i) the Closing Date, or (ii) the termination of this Agreement pursuant to Article IX (such earlier date being referred to herein as the extent not inconsistent with “Exclusivity Termination Date”), the fiduciary duties of the BRPA Board, BRPA Seller and Stockholders shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and not authorize or permit any of their Representatives not respective officers, directors, employees, agents, representatives or Affiliates to, directly or indirectly, : (i) solicit, initiate, enter intoencourage, facilitate or (to the extent within such Person’s control) permit the submission of any proposal, inquiry, or continue discussionsoffer from any Person (other than Buyer or any of its Affiliates) relating to the direct or indirect disposition, negotiationswhether by sale, merger or otherwise, of all or any portion of the Business or the Purchased Assets (a “Competing Transaction”) other than acquisitions of the Purchased Assets in the Ordinary Course of Business, or transactions with(ii) furnish any information, participate in any discussions or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating tonegotiations, or enter into or consummate any transaction relating toContract, (i) any Business Combination, mergerletter of intent, or sale of ownership interests or material assets of BRPAother understanding (whether written, oral, binding, non-binding, or otherwise) regarding a recapitalizationCompeting Transaction. (b) Immediately following the execution of this Agreement, share exchange, or similar transaction with respect to BRPA or any each of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger Seller and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “BRPA Competing Transactions”). In addition, BRPA will, and Stockholders will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease terminate any and all existing discussions or negotiations with any Person conducted heretofore with respect to any BRPA Competing Transaction. BRPA will promptly Transaction and request each Person that has heretofore executed a confidentiality agreement in connection with a Competing Transaction to return all confidential information heretofore furnished to such Person by or on behalf of, or with respect to, the Seller, the Business or the Purchased Assets. (and in any event within two (2c) Business Days) notify From the Company date hereof through the Exclusivity Termination Date, if BRPA the Seller or any of its Subsidiaries, or, to BRPA’s knowledge, any of BRPA’s Representatives Stockholder receives any inquiry, proposal, or offer or submission with respect relating to a BRPA Competing Transaction Transaction, or any request for information relating thereto, such party will promptly, and in any event within one (1) Business Day, notify Buyer in writing of such inquiry, proposal, offer, or request, including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide the Company with a copy of such inquiry, proposal, offer offer, or submission. (b) During the Interim Period, to the extent not inconsistent with the fiduciary duties of the Company Board, the Company shall not, shall cause its Subsidiaries not torequest, and shall use its reasonable best efforts to cause its the terms and their Representatives not todetails thereof, directly or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (i) any merger or sale of ownership interests or material assets of the Company, or a recapitalization, share exchange, or similar transaction with respect to the Company or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “Company Competing Transactions”). In addition, the Company will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Competing Transaction. The Company will promptly (and in any event within two (2) Business Days) notify BRPA if the Company or any of its Subsidiaries, or, to the Company’s knowledge, any of the Company’s Representatives receives any inquiry, proposal, offer or submission with respect to a Company Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide BRPA with a copy of such inquiry, proposal, offer or submission. any writing (cincluding any electronic mail) Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall restrict or limit the ability of the Company Board or the BRPA Board from exercising or acting in accordance with their respective fiduciary duties under applicable law. The Parties agree that the rights and remedies for noncompliance with this Section 4.4 include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy for such injuryrelating thereto. (d) Notwithstanding anything in Each of the Seller and Stockholders hereby acknowledges that any breach of this Agreement Section 6.11 would cause substantial and irreparable damage to the contrary, if, at any time prior to obtaining the Company Stockholder Approval, the Company Board determines in good faith, after consultation with its outside legal counsel, in response to any proposal or offer from any Person or “group” (as defined in the Exchange Act) to the Company or the Company Board with respect to a Company Competing Transaction (such proposal or offer, an “Acquisition Proposal”) that such Acquisition Proposal constitutes a Superior Proposal and that the failure to terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal Buyer for which money damages would be inconsistent with its fiduciary duties under applicable lawan inadequate remedy and, the Company or the Company Board mayaccordingly, prior to obtaining the Company Stockholder Approval, terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal; provided, acknowledges and agrees that the Company pays to BRPA the Termination Fee required to be paid pursuant Section 7.2(b)(i) at or after the time of such termination in accordance with Section 7.2(b)(i); provided, further, that the Company Buyer will not be entitled to terminate this Agreement an injunction, specific performance or other equitable relief to prevent the breach of such obligations (in accordance with Section 7.1(h) unless the Company delivers addition to BRPA a written notice advising BRPA that the Company Board proposes all other rights and remedies to take such action. For purposes of this Agreement, “Superior Proposal” means a bona fide and written Acquisition Proposal made after the date hereof that the Company Board which Buyer may be entitled in good faith determines (after consultation with its outside legal counsel) is reasonably likely to be consummated in accordance with its terms and would, if consummated, result in a transaction that is more favorable from a financial point of view to the stockholders of the Company (solely in their capacity as such) than the transactions contemplated hereby after taking into account all such factors and matters deemed relevant in good faith by the Company Board, including legal, financial (including the financing terms respect of any such proposalbreach), regulatory, timing without the necessity of posting a bond or other aspects of such proposal and this Agreement and the transactions contemplated herebysecurity.

Exclusivity. (a) During From the Interim Period, to Execution Date until the extent not inconsistent with the fiduciary duties earlier of the BRPA BoardClosing or the termination of this Agreement in accordance with Article XI, BRPA Seller shall not, shall cause its Subsidiaries not to, and shall use not authorize or permit any of its reasonable best efforts to cause Affiliates (including the Company and the Subsidiaries) or any of its and or their Representatives not to, directly or indirectly, (a) encourage, solicit, initiate, enter into, facilitate or continue discussions, negotiations, inquiries regarding an Acquisition Proposal; (b) enter into discussions or transactions negotiations with, or encourage or respond to any inquiries or proposals by, or provide any information to to, any Person relating to, concerning a possible Acquisition Proposal; or (c) enter into any agreements or consummate any transaction relating toother instruments (whether or not binding) regarding an Acquisition Proposal. From the Execution Date until the earlier of the Closing or the termination of this Agreement in accordance with Article XI, Seller shall immediately cease and cause to be terminated, and shall cause its Affiliates (i) any Business Combination, merger, or sale of ownership interests or material assets of BRPA, or a recapitalization, share exchange, or similar transaction with respect to BRPA or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit including the Company’s or BRPA’s ability to consummate the Merger Company and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (iSubsidiaries) and (ii), collectively “BRPA Competing Transactions”). In addition, BRPA will, and will cause its Subsidiaries and use reasonable best efforts to cause all of its and their Representatives toto immediately cease and cause to be terminated, promptly cease any and all existing discussions or negotiations with any Person Persons conducted heretofore with respect to any BRPA Competing Transactionto, or that could lead to, an Acquisition Proposal. BRPA will promptly (and in any event within two (2) Business Days) notify the Company if BRPA or any of its SubsidiariesFor purposes hereof, or, to BRPA’s knowledge, any of BRPA’s Representatives receives “Acquisition Proposal” shall mean any inquiry, proposal, offer or submission with respect to a BRPA Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide the Company with a copy of such inquiry, proposal, offer or submission. (b) During the Interim Period, to the extent not inconsistent with the fiduciary duties of the Company Board, the Company shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their Representatives not to, directly or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (i) any merger or sale of ownership interests or material assets of the Company, or a recapitalization, share exchange, or similar transaction with respect to the Company or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “Company Competing Transactions”). In addition, the Company will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Competing Transaction. The Company will promptly (and in any event within two (2) Business Days) notify BRPA if the Company or any of its Subsidiaries, or, to the Company’s knowledge, any of the Company’s Representatives receives any inquiry, proposal, offer or submission with respect to a Company Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide BRPA with a copy of such inquiry, proposal, offer or submission. (c) Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall restrict or limit the ability of the Company Board or the BRPA Board from exercising or acting in accordance with their respective fiduciary duties under applicable law. The Parties agree that the rights and remedies for noncompliance with this Section 4.4 include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy for such injury. (d) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Company Stockholder Approval, the Company Board determines in good faith, after consultation with its outside legal counsel, in response to any proposal or offer from any Person (other than Buyer or “group” any of its Affiliates) concerning (as defined in the Exchange ActA) to the Company a merger, consolidation, liquidation, recapitalization or the Company Board with respect to a Company Competing Transaction (such proposal or offer, an “Acquisition Proposal”) that such Acquisition Proposal constitutes a Superior Proposal and that the failure to terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties under applicable lawother business combination transaction involving Seller, the Company or any of the Subsidiaries; (B) the issuance or acquisition of membership interests in Seller, the Company Board mayor any of the Subsidiaries; or (C) the sale, prior to obtaining lease, exchange or other disposition of any significant portion of the assets of Seller, the Company Stockholder Approval, terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal; provided, that the Company pays to BRPA the Termination Fee required to be paid pursuant Section 7.2(b)(i) at or after the time of such termination in accordance with Section 7.2(b)(i); provided, further, that the Company will not be entitled to terminate this Agreement in accordance with Section 7.1(h) unless the Company delivers to BRPA a written notice advising BRPA that the Company Board proposes to take such action. For purposes of this Agreement, “Superior Proposal” means a bona fide and written Acquisition Proposal made after the date hereof that the Company Board in good faith determines (after consultation with its outside legal counsel) is reasonably likely to be consummated in accordance with its terms and would, if consummated, result in a transaction that is more favorable from a financial point of view to the stockholders any of the Company (solely in their capacity as such) than the transactions contemplated hereby after taking into account all such factors and matters deemed relevant in good faith by the Company Board, including legal, financial (including the financing terms of any such proposal), regulatory, timing or other aspects of such proposal and this Agreement and the transactions contemplated herebySubsidiaries.

Exclusivity. (a) During In consideration of the Interim Periodsubstantial expenditures of time, effort and money to be undertaken by the extent not inconsistent Purchaser in connection with the fiduciary duties preparation and execution of this Agreement and its due diligence investigations, the Sellers agree that for the period commencing on the date of this Agreement and terminating upon the earlier of the BRPA BoardClosing or the termination of this Agreement in accordance with its terms, BRPA the Sellers shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and not authorize or permit any of their Representatives not affiliates or any of their representatives to, directly or indirectly, (i) encourage, solicit, initiate, enter into, facilitate or continue discussions, negotiations, inquiries regarding an Acquisition Proposal; (ii) enter into discussions or transactions negotiations with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, any person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or consummate any transaction relating to, other instruments (iwhether or not binding) any Business Combination, merger, or sale of ownership interests or material assets of BRPA, or a recapitalization, share exchange, or similar transaction with respect regarding an Acquisition Proposal. The Sellers shall immediately cease and cause to BRPA or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “BRPA Competing Transactions”). In addition, BRPA willbe terminated, and will shall cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any affiliates and all of their representatives to immediately cease and cause to be terminated, any existing discussions or negotiations with any Person persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. (b) In addition to any BRPA Competing Transaction. BRPA will the other obligations under this Section 6.10, the Sellers shall promptly (and in any event within two (2three days after receipt thereof by any Seller or its representatives) Business Days) notify advise the Company if BRPA or Purchaser orally and in writing of any of its Subsidiaries, or, to BRPA’s knowledgeAcquisition Proposal, any of BRPA’s Representatives receives any inquiry, proposal, offer or submission request for information with respect to a BRPA Competing Transaction (including any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the Person person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide the Company with a copy of such inquiry, proposal, offer or submission. (b) During the Interim Period, to the extent not inconsistent with the fiduciary duties of the Company Board, the Company shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their Representatives not to, directly or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (i) any merger or sale of ownership interests or material assets of the Company, or a recapitalization, share exchange, or similar transaction with respect to the Company or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “Company Competing Transactions”). In addition, the Company will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Competing Transaction. The Company will promptly (and in any event within two (2) Business Days) notify BRPA if the Company or any of its Subsidiaries, or, to the Company’s knowledge, any of the Company’s Representatives receives any inquiry, proposal, offer or submission with respect to a Company Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide BRPA with a copy of such inquiry, proposal, offer or submissionsame. (c) Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall restrict or limit the ability of the Company Board or the BRPA Board from exercising or acting in accordance with their respective fiduciary duties under applicable law. The Parties Sellers agree that the rights and remedies for noncompliance with this Section 4.4 6.10 shall include specific performancehaving such provision specifically enforced by any court having equity jurisdiction (subject to the limitations set forth in Section 12.4), it being acknowledged and agreed that any such breach or threatened breach will shall cause irreparable injury to the non-breaching Party Purchaser and that money damages would not provide an adequate remedy for such injury. (d) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Company Stockholder Approval, the Company Board determines in good faith, after consultation with its outside legal counsel, in response to any proposal or offer from any Person or “group” (as defined in the Exchange Act) to the Company or the Company Board with respect to a Company Competing Transaction (such proposal or offer, an “Acquisition Proposal”) that such Acquisition Proposal constitutes a Superior Proposal and that the failure to terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties under applicable law, the Company or the Company Board may, prior to obtaining the Company Stockholder Approval, terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal; provided, that the Company pays to BRPA the Termination Fee required to be paid pursuant Section 7.2(b)(i) at or after the time of such termination in accordance with Section 7.2(b)(i); provided, further, that the Company will not be entitled to terminate this Agreement in accordance with Section 7.1(h) unless the Company delivers to BRPA a written notice advising BRPA that the Company Board proposes to take such action. For purposes of this Agreement, “Superior Proposal” means a bona fide and written Acquisition Proposal made after the date hereof that the Company Board in good faith determines (after consultation with its outside legal counsel) is reasonably likely to be consummated in accordance with its terms and would, if consummated, result in a transaction that is more favorable from a financial point of view to the stockholders of the Company (solely in their capacity as such) than the transactions contemplated hereby after taking into account all such factors and matters deemed relevant in good faith by the Company Board, including legal, financial (including the financing terms of any such proposal), regulatory, timing or other aspects of such proposal and this Agreement and the transactions contemplated herebyPurchaser.

Exclusivity. (a) During the Interim Periodperiod starting on the date hereof and ending upon the earlier of (i) the Closing, or (ii) termination of this Agreement pursuant to the extent not inconsistent with the fiduciary duties of the BRPA Board, BRPA Section 10.1: 8.3.1 The Seller shall not, and shall cause its Subsidiaries not to, the Group Companies and shall use its reasonable best efforts to cause its and their respective Affiliates, shareholders, equity holders and Representatives not to, directly or indirectlyindirectly (i) submit, solicit, initiate, enter into, discuss or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to negotiate with any Person relating to, or enter into or consummate any transaction relating to, (i) any Business Combination, merger, or sale of ownership interests or material assets of BRPA, or a recapitalization, share exchange, or similar transaction with respect to BRPA any Acquisition Proposal or any of its Subsidiaries or matter that could reasonably be expected to lead to any Acquisition Proposal, (ii) any financing, investment, acquisition, purchase, merger, sale provide information with respect to the Seller or any Group Company to any Person, other similar transaction than the Purchaser, in connection with any Acquisition Proposal by any Person, (iii) enter into any Contract or accept any offer relating to any Acquisition Proposal or (iv) otherwise cooperate in any way, or assist, participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek any of the foregoing. The Seller shall, and shall cause the Group Companies and its and their respective Affiliates, shareholders, equity holders and Representatives to, immediately cease and terminate all discussions and negotiations that would restrict, prohibit occurred or inhibit may have occurred on or prior to the Company’s or BRPA’s ability to consummate the Merger date of this Agreement and the other Transactionsterminate all agreements, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “BRPA Competing Transactions”)with respect to any Acquisition Proposal. In addition, BRPA willThe Seller shall, and will shall cause its Subsidiaries the Group Companies and use reasonable best efforts to cause its and their respective Affiliates, shareholders, equity holders and Representatives to, take the necessary steps to promptly inform the Persons referred to in this Section 8.3.1 of the obligations undertaken in this Section 8.3.1. 8.3.2 The Seller shall, and shall cause the Group Companies and its and their respective Affiliates, shareholders, equity holders and Representatives to, promptly cease notify (but in no event later than twenty-four (24) hours) the Purchaser of any and all existing discussions Acquisition Proposal (including any amendments or negotiations with modifications to any previously received Acquisition Proposal) or request for non-public information relating to any Group Company or for access to the properties, books or records, of any Group Company by any Person conducted heretofore with respect to any BRPA Competing Transactionother than the Purchaser received after the date hereof. BRPA will promptly Such notice shall include: (i) the terms and in any event within two conditions of such Acquisition Proposal and (2ii) Business Days) notify the Company if BRPA or any of its Subsidiaries, or, to BRPA’s knowledge, any of BRPA’s Representatives receives any inquiry, proposal, offer or submission with respect to a BRPA Competing Transaction (including the identity of the Person making any such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide the Company with a copy of such inquiry, proposal, offer or submission. (b) During the Interim Period, to the extent not inconsistent with the fiduciary duties of the Company Board, the Company shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their Representatives not to, directly or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (i) any merger or sale of ownership interests or material assets of the Company, or a recapitalization, share exchange, or similar transaction with respect to the Company or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “Company Competing Transactions”). In addition, the Company will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Competing Transaction. The Company will promptly (and in any event within two (2) Business Days) notify BRPA if the Company or any of its Subsidiaries, or, to the Company’s knowledge, any of the Company’s Representatives receives any inquiry, proposal, offer or submission with respect to a Company Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide BRPA with a copy of such inquiry, proposal, offer or submission. (c) Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall restrict or limit the ability of the Company Board or the BRPA Board from exercising or acting in accordance with their respective fiduciary duties under applicable law. The Parties agree that the rights and remedies for noncompliance with this Section 4.4 include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy for such injury. (d) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Company Stockholder Approval, the Company Board determines in good faith, after consultation with its outside legal counsel, in response to any proposal or offer from any Person or “group” (as defined in the Exchange Act) to the Company or the Company Board with respect to a Company Competing Transaction (such proposal or offer, an “Acquisition Proposal”) that such Acquisition Proposal constitutes a Superior Proposal and that the failure to terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties under applicable law, the Company or the Company Board may, prior to obtaining the Company Stockholder Approval, terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal; provided, that the Company pays to BRPA the Termination Fee required to be paid pursuant Section 7.2(b)(i) at or after the time of such termination in accordance with Section 7.2(b)(i); provided, further, that the Company will not be entitled to terminate this Agreement in accordance with Section 7.1(h) unless the Company delivers to BRPA a written notice advising BRPA that the Company Board proposes to take such action. For purposes of this Agreement, “Superior Proposal” means a bona fide and written Acquisition Proposal made after the date hereof that the Company Board in good faith determines (after consultation with its outside legal counsel) is reasonably likely to be consummated in accordance with its terms and would, if consummated, result in a transaction that is more favorable from a financial point of view to the stockholders of the Company (solely in their capacity as such) than the transactions contemplated hereby after taking into account all such factors and matters deemed relevant in good faith by the Company Board, including legal, financial (including the financing terms of any such proposal), regulatory, timing or other aspects of such proposal and this Agreement and the transactions contemplated hereby.

Exclusivity. From the Effective Date until the Closing or the earlier termination of this Agreement in accordance with Article VIII, Seller Parties shall not (a) During the Interim Period, to the extent not inconsistent with the fiduciary duties of the BRPA Board, BRPA shall not, and shall cause its Subsidiaries not to, the Group Companies and shall use its reasonable best efforts to cause its and their Representatives respective managers, officers, directors, stockholders, Representatives, agents, investment bankers and Affiliates not to), directly or indirectly, discuss, pursue, solicit, initiate, participate in, facilitate, encourage or otherwise enter into, or continue into any discussions, negotiations, agreements or transactions withother arrangements regarding or which could lead to, a possible sale or encourage other disposition (whether by merger, reorganization, recapitalization or respond to otherwise) of all or any inquiries part of the Ownership Interests, the Business or proposals by, the Assets of any Group Company with any other Person other than the Buyer or its Affiliates (an “Acquisition Proposal”) or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (i) any Business Combination, merger, or sale of ownership interests or material assets of BRPA, or a recapitalization, share exchange, or similar transaction with respect to BRPA or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger Buyer and the other Transactions (the transactions in subsections (i) and (ii), collectively “BRPA Competing Transactions”). In addition, BRPA willits Affiliates, and will their Representatives other than information which is traditionally provided in the Ordinary Course of Business of the Group Companies to third parties where the Group Companies and their officers, directors and Affiliates have no reason to believe that such information may be utilized to evaluate any Acquisition Proposal. None of the Ownership Interests of any Group Company or otherwise shall be voted in favor of any Acquisition Proposal. Seller Parties shall (and shall cause its Subsidiaries the Group Companies and use reasonable best efforts to cause its and their Representatives respective managers, officers, directors, Representatives, agents, investment bankers and Affiliates to), promptly (a) immediately cease and cause to be terminated any and all existing Contracts, discussions or and negotiations with any Person conducted heretofore with respect to any BRPA Competing Transaction. BRPA will promptly (other than the Buyer and in any event within two (2) Business Days) notify its Affiliates and Representatives regarding the Company if BRPA or any of its Subsidiariesforegoing, or, to BRPA’s knowledge, any of BRPA’s Representatives receives any inquiry, proposal, offer or submission with respect to a BRPA Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide the Company with a copy of such inquiry, proposal, offer or submission. (b) During promptly notify the Interim PeriodBuyer if any Acquisition Proposal, to the extent not inconsistent or any inquiry or contact with the fiduciary duties any Person with respect thereto which has been made as of the Company Board, the Company shall not, shall cause its Subsidiaries not toEffective Date or is subsequently made, and shall use its reasonable best efforts to cause its and their Representatives not to, directly or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (ic) any merger or sale of ownership interests or material assets of keep the Company, or a recapitalization, share exchange, or similar transaction Buyer fully informed with respect to the Company or any status of its Subsidiaries or the foregoing. Seller Parties agree not to (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit and to cause the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (iiGroup Companies not to), collectively “Company Competing Transactions”). In additionwithout the prior consent of the Buyer, the Company will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with release any Person conducted heretofore with respect to from, or waive any Company Competing Transaction. The Company will promptly (and in any event within two (2) Business Days) notify BRPA if the Company or any of its Subsidiaries, or, to the Company’s knowledgeprovision of, any of the Company’s Representatives receives standstill agreement or confidentiality agreement to which any inquiry, proposal, offer Group Company is a party or submission with respect to a Company Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide BRPA with a copy of such inquiry, proposal, offer or submissionis otherwise bound. (c) Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall restrict or limit the ability of the Company Board or the BRPA Board from exercising or acting in accordance with their respective fiduciary duties under applicable law. The Parties agree that the rights and remedies for noncompliance with this Section 4.4 include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy for such injury. (d) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Company Stockholder Approval, the Company Board determines in good faith, after consultation with its outside legal counsel, in response to any proposal or offer from any Person or “group” (as defined in the Exchange Act) to the Company or the Company Board with respect to a Company Competing Transaction (such proposal or offer, an “Acquisition Proposal”) that such Acquisition Proposal constitutes a Superior Proposal and that the failure to terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties under applicable law, the Company or the Company Board may, prior to obtaining the Company Stockholder Approval, terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal; provided, that the Company pays to BRPA the Termination Fee required to be paid pursuant Section 7.2(b)(i) at or after the time of such termination in accordance with Section 7.2(b)(i); provided, further, that the Company will not be entitled to terminate this Agreement in accordance with Section 7.1(h) unless the Company delivers to BRPA a written notice advising BRPA that the Company Board proposes to take such action. For purposes of this Agreement, “Superior Proposal” means a bona fide and written Acquisition Proposal made after the date hereof that the Company Board in good faith determines (after consultation with its outside legal counsel) is reasonably likely to be consummated in accordance with its terms and would, if consummated, result in a transaction that is more favorable from a financial point of view to the stockholders of the Company (solely in their capacity as such) than the transactions contemplated hereby after taking into account all such factors and matters deemed relevant in good faith by the Company Board, including legal, financial (including the financing terms of any such proposal), regulatory, timing or other aspects of such proposal and this Agreement and the transactions contemplated hereby.

Exclusivity. (a) During You acknowledge that the Interim PeriodPurchaser will devote substantial time and incur out-of-pocket expenses (including attorneys', to the extent not inconsistent accountants' and consultants' fees and expenses) in connection with the fiduciary duties conducting business, financial and legal due diligence investigations of the BRPA BoardCompany, BRPA shall notdrafting and negotiating this letter, shall cause its Subsidiaries not tothe Definitive Agreement and related documents, arranging financing, obtaining third party consents and shall use its reasonable best efforts other related expenses (collectively, "Acquisition Expenses"). To induce the Purchaser to cause its incur Acquisition Expenses, you agree that from and their Representatives not to, directly or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, after the signing date of this letter until the earlier of (i) any Business Combinationthe Final Date, merger, or sale of ownership interests or material assets of BRPA, or a recapitalization, share exchange, or similar transaction with respect to BRPA or any of its Subsidiaries or (ii) the date upon which the Purchaser notifies you in writing that it no longer wishes to pursue the Transaction (the "Exclusivity Period"), you shall not, nor shall you permit any financingof your officers, investmentdirectors, acquisitionagents or affiliates to: (A) enter into any written or oral agreement or understanding with any person or entity (other than the Purchaser) regarding Another Transaction (as defined below); (B) enter into or continue any negotiations or discussions with any person or entity (other than the Purchaser) regarding the possibility of Another Transaction; or (C) except as otherwise required by law, purchasecourt order or similar compulsion, provide any nonpublic financial or other confidential or proprietary information regarding the Company (including this letter and any other materials containing the Purchaser's proposal and any other financial information, projections or proposals regarding the Company) to any person or entity (other than to the Purchaser or its representatives) whom you know, or have reason to believe, would have any interest in participating in Another Transaction. The Purchaser will promptly notify you of its decision to no longer pursue the Transaction pursuant to clause (ii) above. As used herein, the term "Another Transaction" means the sale (whether by sale of stock, merger, sale consolidation or other disposition) of all or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “BRPA Competing Transactions”). In addition, BRPA will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any BRPA Competing Transaction. BRPA will promptly (and in any event within two (2) Business Days) notify part of the Company if BRPA or any material portion of its Subsidiaries, or, to BRPA’s knowledge, any of BRPA’s Representatives receives any inquiry, proposal, offer assets or submission with respect to a BRPA Competing Transaction (including the identity of the Person making such inquiry issued or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide the Company with a copy of such inquiry, proposal, offer or submissionunissued capital stock. (b) During the Interim Period, You hereby represent to the extent Purchaser that you are not inconsistent bound to negotiate Another Transaction with any other person or entity and that your execution of this letter does not violate any agreement to which you are bound or to which any of the fiduciary duties assets of the Company Board, the Company shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their Representatives not to, directly or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (i) any merger or sale of ownership interests or material assets of the Company, or a recapitalization, share exchange, or similar transaction with respect to the Company or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “Company Competing Transactions”). In addition, the Company will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Competing Transaction. The Company will promptly (and in any event within two (2) Business Days) notify BRPA if the Company or any of its Subsidiaries, or, to the Company’s knowledge, any of the Company’s Representatives receives any inquiry, proposal, offer or submission with respect to a Company Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide BRPA with a copy of such inquiry, proposal, offer or submissionare subject. (c) Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall restrict or limit the ability of the Company Board or the BRPA Board from exercising or acting in accordance with their respective fiduciary duties under applicable law. The Parties agree that the rights and remedies for noncompliance with this Section 4.4 include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy for such injury. (d) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Company Stockholder Approval, the Company Board determines in good faith, after consultation with its outside legal counsel, in response to any proposal or offer from any Person or “group” (as defined in the Exchange Act) to the Company or the Company Board with respect to a Company Competing Transaction (such proposal or offer, an “Acquisition Proposal”) that such Acquisition Proposal constitutes a Superior Proposal and that the failure to terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties under applicable law, the Company or the Company Board may, prior to obtaining the Company Stockholder Approval, terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal; provided, that the Company pays to BRPA the Termination Fee required to be paid pursuant Section 7.2(b)(i) at or after the time of such termination in accordance with Section 7.2(b)(i); provided, further, that the Company will not be entitled to terminate this Agreement in accordance with Section 7.1(h) unless the Company delivers to BRPA a written notice advising BRPA that the Company Board proposes to take such action. For purposes of this Agreement, “Superior Proposal” means a bona fide and written Acquisition Proposal made after the date hereof that the Company Board in good faith determines (after consultation with its outside legal counsel) is reasonably likely to be consummated in accordance with its terms and would, if consummated, result in a transaction that is more favorable from a financial point of view to the stockholders of the Company (solely in their capacity as such) than the transactions contemplated hereby after taking into account all such factors and matters deemed relevant in good faith by the Company Board, including legal, financial (including the financing terms of any such proposal), regulatory, timing or other aspects of such proposal and this Agreement and the transactions contemplated hereby.

Exclusivity. (a) During the Interim Period, to the extent not inconsistent with the fiduciary duties of the BRPA Board, BRPA shall Seller agrees that it and its controlled Affiliates will not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and will direct their Representatives not to, directly or indirectlybetween the date hereof and the earlier of the Closing and the termination of this Agreement in accordance with its terms, solicit, initiate, enter intoparticipate in negotiations with respect to, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (i) any Business Combination, merger, or sale assist the submission of ownership interests or material assets of BRPA, or a recapitalization, share exchange, or similar transaction with respect to BRPA or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “BRPA Competing Transactions”). In addition, BRPA will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any BRPA Competing Transaction. BRPA will promptly (and in any event within two (2) Business Days) notify the Company if BRPA or any of its Subsidiaries, or, to BRPA’s knowledge, any of BRPA’s Representatives receives any inquiry, proposal, offer or submission with respect to a BRPA Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide the Company with a copy of such inquiry, proposal, offer or submission. (b) During the Interim Period, to the extent not inconsistent with the fiduciary duties of the Company Board, the Company shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their Representatives not to, directly or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (i) any merger or sale of ownership interests or material assets of the Company, or a recapitalization, share exchange, or similar transaction with respect to the Company or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “Company Competing Transactions”). In addition, the Company will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Competing Transaction. The Company will promptly (and in any event within two (2) Business Days) notify BRPA if the Company or any of its Subsidiaries, or, to the Company’s knowledge, any of the Company’s Representatives receives any inquiry, proposal, offer or submission with respect to a Company Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide BRPA with a copy of such inquiry, proposal, offer or submission. (c) Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall restrict or limit the ability of the Company Board or the BRPA Board from exercising or acting in accordance with their respective fiduciary duties under applicable law. The Parties agree that the rights and remedies for noncompliance with this Section 4.4 include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy for such injury. (d) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Company Stockholder Approval, the Company Board determines in good faith, after consultation with its outside legal counsel, in response to any proposal or offer from any Person, other than Buyer and its Representatives, providing for the direct or indirect sale or other disposition of the Shares. Seller and its controlled Affiliates shall immediately cease all existing discussions and negotiations, if any, with any Person or “group” (as defined in the Exchange Act) to the Company or the Company Board entity other than Buyer and its Representatives with respect to any transaction, agreement or arrangement that in each case, would materially interfere with or impair, or foreclose, the ability of Seller to consummate the Sale pursuant to this Agreement (any such transaction, a Company “Competing Transaction Transaction”). Seller and its controlled Affiliates shall not: (such proposal a) solicit offers, inquiries or proposals for any offer, an “Acquisition Proposal”) that such Acquisition Proposal constitutes a Superior Proposal and that the failure to terminate this Agreement pursuant to Section 7.1(h) inquiry or proposal to enter into a definitive agreement Competing Transaction with respect to such Superior Proposal would be inconsistent with its fiduciary duties under applicable lawany Person other than Buyer; or (b) engage in any discussions or negotiations with, the Company or the Company Board may, prior to obtaining the Company Stockholder Approval, terminate this Agreement pursuant to Section 7.1(h) to enter into any agreement, arrangement or understanding with any Person or Persons other than Buyer and its advisers, regarding a definitive agreement Competing Transaction with respect any Person other than Buyer, except to such Superior Proposal; providedthe extent necessary for compliance with any Applicable Law. Seller agrees that it will and will cause its Affiliates to, that between the Company pays to BRPA date hereof and the Termination Fee required to be paid pursuant Section 7.2(b)(i) at or after earlier of the time Closing and the termination of such termination in accordance with Section 7.2(b)(i); provided, further, that the Company will not be entitled to terminate this Agreement in accordance with Section 7.1(h) unless the Company delivers to BRPA a written notice advising BRPA that the Company Board proposes to take such action. For purposes of this Agreementits terms, “Superior Proposal” means a bona fide and written Acquisition Proposal made after the date hereof that the Company Board in good faith determines (after consultation with its outside legal counsel) is reasonably likely vote, or cause to be consummated in accordance with its terms and wouldvoted, if consummatedall Shares against authorization or approval of any Competing Transaction submitted to a vote of holders of shares of Common Stock, result in a transaction that is more favorable from a financial point of view except to the stockholders of the Company (solely in their capacity as such) than the transactions contemplated hereby after taking into account all such factors and matters deemed relevant in good faith by the Company Board, including legal, financial (including the financing terms of extent necessary for compliance with any such proposal), regulatory, timing or other aspects of such proposal and this Agreement and the transactions contemplated herebyApplicable Law.

Exclusivity. (a) During From the Interim Perioddate hereof until the Closing or the early termination of this Agreement, to the extent not inconsistent with the fiduciary duties of the BRPA Board, BRPA Warrantors shall not, and shall cause its Subsidiaries not to, their respective Affiliates and shall use its reasonable best efforts to cause its and their respective Representatives not to, directly or indirectly, (i) solicit, initiate, initiate or knowingly facilitate or encourage the submission of any Acquisition Proposal or the making of any proposal or offer that could reasonably be expected to lead to any Acquisition Proposal; (ii) enter into, continue or continue discussions, negotiationsparticipate in any negotiations with any Person regarding, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information furnish to any Person relating any nonpublic information with respect to, or any Acquisition Proposal; (iii) enter into or consummate engage in discussions with or assist, participate in, facilitate or encourage any transaction relating toeffort by, (i) any Business Combination, merger, or sale of ownership interests or material assets of BRPA, or a recapitalization, share exchange, or similar transaction Person with respect to BRPA any Acquisition Proposal; (iv) approve or recommend any Acquisition Proposal; (v) enter into any letter of intent or similar document or any of its Subsidiaries Contract relating to any Acquisition Proposal; or (iivi) otherwise knowingly facilitate any financing, investment, acquisition, purchase, merger, sale effort or attempt by any other similar transaction that would restrict, prohibit Person to arrange or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “BRPA Competing Transactions”). In addition, BRPA willan Acquisition Proposal, and will shall immediately (w) cease, and cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives tobe terminated, promptly cease any and all existing activities, negotiations and discussions or negotiations with any Person conducted heretofore with respect to any BRPA Competing Transaction. BRPA will promptly Acquisition Proposal, (x) revoke or withdraw access of any Person other than Purchaser, its Affiliates and in their respective Representatives to any event within two data room (2virtual or actual) Business Days) notify the Company if BRPA or containing any of its Subsidiaries, or, to BRPA’s knowledge, any of BRPA’s Representatives receives any inquiry, proposal, offer or submission non-public information with respect to a BRPA Competing Transaction any Group Company or its Affiliates previously furnished and request from such Persons the prompt return or destruction of all such non-public information, (including the identity y) immediately notify Purchaser in writing upon receipt of the Person making such inquiry or submitting such any proposal, offer approach, offer, request or submission), after the execution and delivery indication of this Agreementinterest from any third party relating to an Acquisition Proposal, and will provide Purchaser with information regarding the Company with a copy material terms of such inquiryAcquisition Proposal which would reasonably be considered to be relevant for Purchaser to be aware of in the context of the transactions contemplated hereby, proposal, offer and (z) take such action as is necessary to enforce any confidentiality or submission“standstill” provisions or provisions of similar effect to which it is a party or of which it is a beneficiary. (b) During the Interim PeriodAs used in this Agreement, to the extent not inconsistent with the fiduciary duties “Acquisition Proposal” means any transaction, proposal, offer, inquiry, indication of the Company Board, the Company shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their Representatives not to, directly interest or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to other understanding from any Person relating to, or enter into or consummate any transaction relating that could reasonably be expected to lead to, any of the following actions: (A) (x) any acquisition, lease, license, purchase, assignment or other transfer, directly or indirectly, in a single transaction or a series of related transactions, of all or substantially all of the assets of any Group Company (other than in the ordinary course of business consistent with past practice), (y) any debt, equity, equity-linked or other securities of any Group Company, including (i) any merger acquisition or sale purchase of ownership interests any Person directly or material indirectly holding Equity Securities of any Group Company which has the effect of transferring any control or economic benefit of any such assets or securities to any other Person; and (ii) any acquisition or purchase whether by subscription for new securities or of the existing securities of any Group Company; or (B) a non-ordinary course corporate transaction involving any Group Company, or including, without limitation, a recapitalizationmerger, consolidation, share exchange, tender or similar transaction with respect to the Company or any of its Subsidiaries or exchange offer (ii) any financingincluding a self-tender offer), investment, acquisition, purchase, mergerbusiness combination, sale of assets (other than in the ordinary course of business consistent with past practice), reorganization, amalgamation, scheme of arrangement, spin-off, investment transaction, recapitalization, liquidation, dissolution or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactionstransaction, in each case, case other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “Company Competing Transactions”). In addition, the Company will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Competing Transaction. The Company will promptly (and in any event within two (2) Business Days) notify BRPA if the Company or any of its Subsidiaries, or, to the Company’s knowledge, any of the Company’s Representatives receives any inquiry, proposal, offer or submission with respect to a Company Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide BRPA with a copy of such inquiry, proposal, offer or submissionPurchaser. (c) Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall restrict or limit the ability of the Company Board or the BRPA Board from exercising or acting in accordance with their respective fiduciary duties under applicable law. The Parties agree that the rights and remedies for noncompliance with this Section 4.4 include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy for such injury. (d) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Company Stockholder Approval, the Company Board determines in good faith, after consultation with its outside legal counsel, in response to any proposal or offer from any Person or “group” (as defined in the Exchange Act) to the Company or the Company Board with respect to a Company Competing Transaction (such proposal or offer, an “Acquisition Proposal”) that such Acquisition Proposal constitutes a Superior Proposal and that the failure to terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties under applicable law, the Company or the Company Board may, prior to obtaining the Company Stockholder Approval, terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal; provided, that the Company pays to BRPA the Termination Fee required to be paid pursuant Section 7.2(b)(i) at or after the time of such termination in accordance with Section 7.2(b)(i); provided, further, that the Company will not be entitled to terminate this Agreement in accordance with Section 7.1(h) unless the Company delivers to BRPA a written notice advising BRPA that the Company Board proposes to take such action. For purposes of this Agreement, “Superior Proposal” means a bona fide and written Acquisition Proposal made after the date hereof that the Company Board in good faith determines (after consultation with its outside legal counsel) is reasonably likely to be consummated in accordance with its terms and would, if consummated, result in a transaction that is more favorable from a financial point of view to the stockholders of the Company (solely in their capacity as such) than the transactions contemplated hereby after taking into account all such factors and matters deemed relevant in good faith by the Company Board, including legal, financial (including the financing terms of any such proposal), regulatory, timing or other aspects of such proposal and this Agreement and the transactions contemplated hereby.

Exclusivity. From the date hereof until the earliest of (a) During the Interim PeriodClosing Date or (b) such date on which this Agreement is validly terminated in accordance with Article X, to the extent not inconsistent with the fiduciary duties of the BRPA Board, BRPA shall not, shall cause Seller and its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their Representatives not toAffiliates will not, directly or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, indirectly (i) any Business Combination, merger, or sale of ownership interests or material assets of BRPA, or a recapitalization, share exchange, or similar transaction with respect to BRPA or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “BRPA Competing Transactions”). In addition, BRPA will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any BRPA Competing Transaction. BRPA will promptly (and in any event within two (2) Business Days) notify the Company if BRPA or any of its Subsidiaries, or, to BRPA’s knowledge, any of BRPA’s Representatives receives any inquiry, proposal, offer or submission with respect to a BRPA Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide the Company with a copy of such inquiry, proposal, offer or submission. (b) During the Interim Period, to the extent not inconsistent with the fiduciary duties of the Company Board, the Company shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their Representatives not to, directly or indirectly, solicit, initiate, enter into, initiate or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (i) any merger or sale accept the submission of ownership interests or material assets of the Company, or a recapitalization, share exchange, or similar transaction with respect to the Company or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “Company Competing Transactions”). In addition, the Company will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Competing Transaction. The Company will promptly (and in any event within two (2) Business Days) notify BRPA if the Company or any of its Subsidiaries, or, to the Company’s knowledge, any of the Company’s Representatives receives any inquiry, proposal, offer or submission with respect to a Company Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide BRPA with a copy of such inquiry, proposal, offer or submission. (c) Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall restrict or limit the ability of the Company Board or the BRPA Board from exercising or acting in accordance with their respective fiduciary duties under applicable law. The Parties agree that the rights and remedies for noncompliance with this Section 4.4 include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy for such injury. (d) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Company Stockholder Approval, the Company Board determines in good faith, after consultation with its outside legal counsel, in response to any proposal or offer from any Person relating to the acquisition of the Seller, its Subsidiaries or “group” the Acquired Properties or (as defined ii) participate in any discussions or negotiations regarding the Exchange Actacquisition of the Seller, its Subsidiaries or the Acquired Properties or furnish any confidential or proprietary information with respect thereto to any Person who would reasonably be expected to submit any proposal or offer relating to the acquisition of the Seller, its Subsidiaries or the Acquired Properties (other than the Buyer or its authorized Representatives). The Seller and its Subsidiaries and Affiliates will promptly cease any existing discussions or negotiations with any Persons (other than the Buyer and its authorized Representatives) heretofore conducted, or the provision of any confidential or proprietary information to any Person (other than the Buyer or its authorized Representatives) to the Company which confidential or the Company Board proprietary information heretofore has been provided, in each case, with respect to a Company Competing Transaction (such any discussions or negotiations regarding the acquisition of the Seller, its Subsidiaries or the Acquired Properties. The Seller shall promptly notify the Buyer upon receipt of any bid, offer or proposal or offer, an “Acquisition Proposal”) that such Acquisition Proposal constitutes a Superior Proposal and that the failure to terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement it receives with respect to such Superior Proposal would be the Seller, its Subsidiaries or the Acquired Properties or any other transaction inconsistent with its fiduciary duties under applicable law, the Company or the Company Board may, prior to obtaining the Company Stockholder Approval, terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal; provided, that the Company pays to BRPA the Termination Fee required to be paid pursuant Section 7.2(b)(i) at or after the time of such termination in accordance with Section 7.2(b)(i); provided, further, that the Company will not be entitled to terminate this Agreement in accordance with Section 7.1(h) unless the Company delivers to BRPA a written notice advising BRPA that the Company Board proposes to take such action. For purposes of this Agreement, “Superior Proposal” means a bona fide and written Acquisition Proposal made after the date hereof that the Company Board in good faith determines (after consultation with its outside legal counsel) is reasonably likely to be consummated in accordance with its terms and would, if consummated, result in a transaction that is more favorable from a financial point of view to the stockholders of the Company (solely in their capacity as such) than the transactions contemplated hereby after taking into account all such factors and matters deemed relevant in good faith by the Company Board, including legal, financial (including the financing terms of any such proposal), regulatory, timing or other aspects of such proposal and this Agreement and the transactions contemplated herebyAgreement.

Exclusivity. Between the date of this Agreement and the earlier to occur of the termination of this Agreement pursuant to Article 8 and the Closing Date, Seller shall not, directly or indirectly (including indirectly through its Representatives), (a) During the Interim Period, to the extent not inconsistent with the fiduciary duties of the BRPA Board, BRPA shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their Representatives not to, directly or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or knowingly encourage or respond induce or take any other action to in any way knowingly facilitate any inquiries or proposals bythe making of any proposal that constitutes or would reasonably be expected to lead to (including by way of furnishing information or assistance) a Competing Transaction, (b) engage in or otherwise participate in any negotiations or discussions with any Person (other than any Governmental Authority) concerning, provide any information to to, or cooperate in any way with, any Person relating to, any Competing Transaction or enter into or consummate any transaction relating (c) agree to, approve or recommend any contract (i) any Business Combinationwritten or oral), mergeragreement in principle, letter of intent, term sheet or sale of ownership interests or material assets of BRPA, or a recapitalization, share exchange, or similar transaction with respect to BRPA or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrictinstrument relating to any Competing Transaction. Seller shall immediately cease and cause to be terminated any existing activities, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “BRPA Competing Transactions”). In addition, BRPA will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person parties conducted heretofore with respect to any BRPA Competing Transaction. BRPA will promptly (and in any event within two (2) Business Days) notify the Company if BRPA or any of its Subsidiaries, or, to BRPA’s knowledge, any of BRPA’s Representatives receives any inquiry, proposal, offer or submission with respect to a BRPA Competing Transaction (including the identity of the Person making foregoing (other than any such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide the Company discussions with a copy of such inquiry, proposal, offer or submission. (bany Governmental Authority) During the Interim Period, to the extent not inconsistent with the fiduciary duties of the Company Board, the Company shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts Commercially Reasonable Efforts to cause its and their Representatives not to, directly any such party in possession of confidential information about Seller that was furnished by or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond on behalf of Seller in connection with the sale process conducted by Seller prior to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (i) any merger or sale of ownership interests or material assets of the Company, or a recapitalization, share exchange, or similar transaction date hereof with respect to the Company Purchased Assets to return or destroy all such information. Seller acknowledges and agrees that any remedy at law for breach of its Subsidiaries or (ii) any financingthe foregoing covenant may be inadequate and, investment, acquisition, purchase, merger, sale or in addition to any other similar transaction that would restrictrelief which may be available, prohibit Purchaser shall be entitled to seek temporary and permanent injunctive relief without the necessity of proving actual damages, posting bond or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “Company Competing Transactions”). In addition, the Company willproviding surety, and will cause its Subsidiaries without regard to the adequacy of any remedy at Law. Seller represents and use reasonable best efforts to cause its and their Representatives towarrants that, promptly cease any and all existing as of the date hereof, (x) it is not engaged in discussions or negotiations with any Person conducted heretofore party other than Purchaser or any Governmental Authority with respect to any Company Competing Transaction. The Company will promptly (and in any event within two (2) Business Days) notify BRPA if the Company or any of its Subsidiaries, or, to the Company’s knowledge, any of the Company’s Representatives receives any inquiryforegoing, proposal(y) there is no stand-by or back-up contract (written or oral), offer agreement or submission other understanding with respect to a Company Competing Transaction (including the identity sale of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this AgreementPurchased Assets, and will provide BRPA (z) it has terminated all discussions with a copy of such inquiry, proposal, offer or submission. third parties (cother than any Governmental Authorities) Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall restrict or limit the ability of the Company Board or the BRPA Board from exercising or acting in accordance with their respective fiduciary duties under applicable law. The Parties agree that the rights and remedies for noncompliance with this Section 4.4 include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy for such injury. (d) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Company Stockholder Approval, the Company Board determines in good faith, after consultation with its outside legal counsel, in response to any proposal or offer from any Person or “group” (as defined in the Exchange Act) to the Company or the Company Board with respect to a Company Competing Transaction (such proposal or offer, an “Acquisition Proposal”) that such Acquisition Proposal constitutes a Superior Proposal and that the failure to terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties under applicable law, the Company or the Company Board may, prior to obtaining the Company Stockholder Approval, terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal; provided, that the Company pays to BRPA the Termination Fee required to be paid pursuant Section 7.2(b)(i) at or after the time of such termination in accordance with Section 7.2(b)(i); provided, further, that the Company will not be entitled to terminate this Agreement in accordance with Section 7.1(h) unless the Company delivers to BRPA a written notice advising BRPA that the Company Board proposes to take such action. For purposes of this Agreement, “Superior Proposal” means a bona fide and written Acquisition Proposal made after the date hereof that the Company Board in good faith determines (after consultation with its outside legal counsel) is reasonably likely to be consummated in accordance with its terms and would, if consummated, result in a transaction that is more favorable from a financial point of view to the stockholders of the Company (solely in their capacity as such) than the transactions contemplated hereby after taking into account all such factors and matters deemed relevant in good faith by the Company Board, including legal, financial (including the financing terms of any such proposal), regulatory, timing or other aspects of such proposal and this Agreement and the transactions contemplated herebyproposed matters.

Exclusivity. (a) During the Interim Period, Purchaser shall not take, nor shall it permit any of its Affiliates or Representatives to the extent not inconsistent with the fiduciary duties of the BRPA Boardtake, BRPA shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their Representatives not to, whether directly or indirectly, any action to solicit, initiate, enter intocontinue, engage in or continue discussions, negotiations, facilitate discussions or transactions negotiations with, or encourage or respond to enter into any inquiries or proposals byagreement with, or encourage, respond, provide any information to or commence due diligence with respect to, any Person relating to, or enter into or consummate any transaction relating to, (i) any Business Combination, merger, or sale of ownership interests or material assets of BRPA, or a recapitalization, share exchange, or similar transaction with respect to BRPA or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (iiCompany, its shareholders and/or any of their controlled Affiliates or Representatives), collectively concerning, relating to or which is intended or could reasonably be likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination (a “BRPA Competing TransactionsPurchaser Business Combination Proposal”)) other than with the Company, its equityholders or their respective controlled Affiliates. In addition, BRPA willPurchaser shall, and will shall cause its Subsidiaries Affiliates and use reasonable best efforts to cause its and their Representatives to, promptly immediately cease any and all existing discussions or negotiations with any Person conducted heretofore prior to the date hereof with respect to, or which is reasonably likely to any BRPA Competing Transactiongive rise to or result in, a Purchaser Business Combination Proposal. BRPA will Purchaser shall promptly (and but in no event later than twenty-four (24) hours after becoming aware of any event within two (2) Purchaser Business DaysCombination proposal) notify the Company if BRPA or of any of its Subsidiaries, or, to BRPAPurchaser Business Combination Proposal following Purchaser’s knowledge, any of BRPA’s Representatives receives any inquiry, proposal, offer or submission with respect to a BRPA Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution awareness thereof and delivery of this Agreement, and will shall provide the Company with a copy of such inquiry, proposal, offer Purchaser Business Combination Proposal if in writing or submissionotherwise provide a detailed summary of the material terms of such Purchaser Business Combination Proposal to the Company. (b) During the Interim Period, to the extent not inconsistent with the fiduciary duties of the Company Board, the Company shall notnot take, nor shall cause it permit any of its Subsidiaries not toAffiliates or Representatives to take, and shall use its reasonable best efforts to cause its and their Representatives not to, whether directly or indirectly, any action to solicit, initiate, enter intocontinue, engage in or continue discussions, negotiations, facilitate discussions or transactions negotiations with, or encourage or respond to enter into any inquiries or proposals byagreement with, or encourage, respond, provide any information to or commence due diligence with respect to, any Person (other than Purchaser, its shareholders and/or any of their controlled Affiliates or Representatives), concerning, relating toto or which is intended or could reasonably be likely to give rise to or result in, any offer, inquiry, proposal or enter into indication of interest, written or consummate oral relating to any transaction relating to, (i) any reorganization, liquidation, dissolution, share exchange or recapitalization (excluding a recapitalization funded with the proceeds of debt financing), (ii) merger or consolidation involving the Company or any of its Subsidiaries, (iii) sale of ownership interests all or material assets substantially all of the Company’s or its Subsidiaries’ assets (other than securitization transactions and other sales of assets in the ordinary course of business) or equity interests (or any rights to acquire, or a recapitalizationsecurities convertible into or exchangeable for, share exchange, any such equity interests) or (iv) similar transaction with respect to or business combination involving the Company or any of its Subsidiaries or its or their business or assets (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactionsa “Company Business Combination Proposal”), in each case, case other than (A) with Purchaser, its equityholders or their respective controlled Affiliates or (B) as otherwise contemplated or permitted by this Agreement (including in connection with the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “Company Competing Transactions”Pre-Closing Reorganization or as permitted under Section 8.01). In addition, the The Company willshall, and will shall cause its Subsidiaries Affiliates and use reasonable best efforts to cause its and their Representatives to, promptly immediately cease any and all existing discussions or negotiations with any Person conducted heretofore prior to the date hereof with respect to, or which is reasonably likely to any give rise to or result in, a Company Competing TransactionBusiness Combination Proposal. The Company will shall promptly (and but in no event later than twenty-four (24) hours after becoming aware of any event within two (2) Company Business DaysCombination proposal) notify BRPA if the Purchaser of any Company or any of its Subsidiaries, or, to Business Combination Proposal following the Company’s knowledge, any of the Company’s Representatives receives any inquiry, proposal, offer or submission with respect to a Company Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution awareness thereof and delivery of this Agreement, and will shall provide BRPA with a copy of such inquiry, proposal, offer Company Business Combination Proposal if in writing or submission. (c) Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall restrict or limit the ability otherwise provide a detailed summary of the Company Board or the BRPA Board from exercising or acting in accordance with their respective fiduciary duties under applicable law. The Parties agree that the rights and remedies for noncompliance with this Section 4.4 include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy for such injury. (d) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Company Stockholder Approval, the Company Board determines in good faith, after consultation with its outside legal counsel, in response to any proposal or offer from any Person or “group” (as defined in the Exchange Act) to the Company or the Company Board with respect to a Company Competing Transaction (such proposal or offer, an “Acquisition Proposal”) that such Acquisition Proposal constitutes a Superior Proposal and that the failure to terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties under applicable law, the Company or the Company Board may, prior to obtaining the Company Stockholder Approval, terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal; provided, that the Company pays to BRPA the Termination Fee required to be paid pursuant Section 7.2(b)(i) at or after the time material terms of such termination in accordance with Section 7.2(b)(i); provided, further, that the Company will not be entitled Business Combination Proposal to terminate this Agreement in accordance with Section 7.1(h) unless the Company delivers to BRPA a written notice advising BRPA that the Company Board proposes to take such action. For purposes of this Agreement, “Superior Proposal” means a bona fide and written Acquisition Proposal made after the date hereof that the Company Board in good faith determines (after consultation with its outside legal counsel) is reasonably likely to be consummated in accordance with its terms and would, if consummated, result in a transaction that is more favorable from a financial point of view to the stockholders of the Company (solely in their capacity as such) than the transactions contemplated hereby after taking into account all such factors and matters deemed relevant in good faith by the Company Board, including legal, financial (including the financing terms of any such proposal), regulatory, timing or other aspects of such proposal and this Agreement and the transactions contemplated herebyPurchaser.

Exclusivity. (a) During the Interim Period, to the extent not inconsistent with the fiduciary duties of the BRPA Board, BRPA ▇▇▇▇ agrees that it shall not, and that it shall cause direct its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their Representatives not to, directly or indirectly, solicit, (i) initiate, enter intosolicit or knowingly encourage any inquiries, proposals or offers with respect to, or continue discussionsthe making or completion of, negotiationsan Acquisition Proposal, (ii) engage or transactions with, or encourage or respond to participate in any inquiries or proposals bynegotiations concerning, or provide or cause to be provided any non-public information or data relating to any Person relating toportion of the Business or any Acquired Entity in connection with, an Acquisition Proposal, (iii) approve, endorse or recommend any Acquisition Proposal or (iv) approve, endorse or recommend, or execute or enter into any letter of intent, agreement in principle, merger agreement, acquisition agreement or consummate any transaction relating to, (i) any Business Combination, merger, or sale of ownership interests or material assets of BRPA, or a recapitalization, share exchange, or similar transaction with respect to BRPA or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction agreement relating to an Acquisition Proposal. ▇▇▇▇ agrees that would restrictit will immediately cease and cause to be terminated any existing activities, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “BRPA Competing Transactions”). In addition, BRPA will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person Persons conducted heretofore with respect to any BRPA Competing TransactionAcquisition Proposal. BRPA will Furthermore, neither the ▇▇▇▇ board of directors nor any committee thereof shall (i) withdraw or modify in a manner adverse to ITOCHU, or publicly propose to withdraw or modify in a manner adverse to ITOCHU, its recommendation of this Agreement or the transactions contemplated hereby, or (ii) approve or recommend, or publicly propose to approve or recommend, any Acquisition Proposal (any of such actions, an “Adverse Recommendation Change”). (b) Notwithstanding anything to the contrary in Section 5.8(a): (i) At any time prior to obtaining Stockholder Approval, ▇▇▇▇ may, in response to an unsolicited bona fide written Acquisition Proposal that did not result from a breach of Section 5.8(a) and that the ▇▇▇▇ board of directors determines in good faith constitutes or may reasonably be expected to lead to a Superior Proposal, (x) furnish information with respect to ▇▇▇▇ and its subsidiaries, the Business or any Acquired Entity to the Person making such Acquisition Proposal pursuant to a customary confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (except for such changes specifically necessary in order for ▇▇▇▇ to be able to comply with its obligations under this Agreement); provided, however, that ▇▇▇▇ shall promptly (and in any event within two forty-eight (248) hours) provide to ITOCHU any material non-public information concerning the Business Days) notify the Company if BRPA or any of its Subsidiaries, or, Acquired Entity that is provided to BRPA’s knowledge, any of BRPA’s Representatives receives any inquiry, proposal, offer or submission with respect to a BRPA Competing Transaction (including the identity of the such Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide the Company with a copy of such inquiry, proposal, offer or submission. (b) During the Interim Period, to the extent not inconsistent with the fiduciary duties of the Company Board, the Company shall not, shall cause its Subsidiaries not topreviously provided to ITOCHU, and shall use its reasonable best efforts to cause its and their Representatives not to, directly or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (iy) any merger or sale of ownership interests or material assets of the Company, or a recapitalization, share exchange, or similar transaction with respect to the Company or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, participate in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “Company Competing Transactions”). In addition, the Company will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any such Person conducted heretofore with respect to any Company Competing Transaction. The Company will promptly (and in any event within two (2) Business Days) notify BRPA if the Company or any of its Subsidiaries, or, to the Company’s knowledge, any of the Company’s Representatives receives any inquiry, proposal, offer or submission with respect to a Company Competing Transaction (including the identity of the Person making regarding such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide BRPA with a copy of such inquiry, proposal, offer or submissionAcquisition Proposal. (cii) Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall restrict or limit the ability of the Company Board or the BRPA Board from exercising or acting in accordance with their respective fiduciary duties under applicable law. The Parties agree that the rights and remedies for noncompliance with this Section 4.4 include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy for such injury. (d) Notwithstanding anything in this Agreement to the contrary, if, at At any time prior to obtaining the Company Stockholder Approval, the Company Board ▇▇▇▇ board of directors or any committee thereof may (x) effect an Adverse Recommendation Change if the ▇▇▇▇ board of directors determines in good faith, after consultation with its outside legal counselcounsel that the failure of it or any committee thereof to effect an Adverse Recommendation Change would be inconsistent with the ▇▇▇▇ board of directors’ exercise of its fiduciary duties, and the ▇▇▇▇ board of directors or any committee thereof may only so effect an Adverse Recommendation Change if ▇▇▇▇ also simultaneously (y) terminates this Agreement pursuant to Section 10.1(d)(ii); provided, however, that prior to taking any such action: a) ▇▇▇▇ shall notify ITOCHU in response to any proposal or offer from any Person or writing, at least five (5) days (the “group” (as defined in the Exchange Act) to the Company or the Company Board with respect to a Company Competing Transaction (such proposal or offer, an “Acquisition ProposalNotice Period”) before making an Adverse Recommendation Change and terminating this Agreement, of its intention to take such action, which notice shall, (1) expressly state that such ▇▇▇▇ has received an Acquisition Proposal constitutes that is a Superior Proposal and that the failure ▇▇▇▇ board of directors intends to make an Adverse Recommendation Change and terminate this Agreement pursuant to Section 7.1(h10.1(d)(ii), (2) to enter into identify the Person making such Superior Proposal, and (3) include a definitive copy of the most current version of the proposed agreement with respect (or other transaction document) relating to such Superior Proposal; b) ▇▇▇▇ shall, during the Notice Period, negotiate with ITOCHU in good faith to make such adjustments in the terms and conditions of this Agreement such that such Acquisition Proposal ceases to constitute a Superior Proposal if ITOCHU, in its sole discretion, proposes to make such adjustments; and c) ▇▇▇▇’▇ board of directors shall determine in good faith, after consulting with outside legal counsel and financial advisors, that such Acquisition Proposal continues to constitute a Superior Proposal even after taking into account any adjustments to the terms and conditions of this Agreement agreed to by ITOCHU during the Notice Period, provided, further, that if, as of the end of the Notice Period, ITOCHU has not agreed in writing to the terms and conditions described above that would be inconsistent cause such Acquisition Proposal to cease to constitute a Superior Proposal, then ▇▇▇▇ shall have no further obligations to ITOCHU under clauses (a) through (c) of the foregoing proviso and may proceed with its fiduciary duties under applicable law, the Company or the Company Board may, prior right to obtaining the Company Stockholder Approval, effect an Adverse Recommendation Change and terminate this Agreement pursuant to Section 7.1(h10.1(d)(ii). Notwithstanding any other provision herein to the contrary, ▇▇▇▇ may terminate this Agreement pursuant to Section 10.1(d)(ii) to enter into a definitive agreement with respect to such Superior Proposal; provided, that the Company pays to BRPA the Termination Fee required to be paid pursuant Section 7.2(b)(i) at or after the time of such termination only if it concurrently effects an Adverse Recommendation Change in accordance with this Section 7.2(b)(i5.8(b)(ii); provided. (iii) ▇▇▇▇ or the ▇▇▇▇ board of directors may (x) take and disclose to its stockholders a position contemplated by Rule 14e-2(a), furtherRule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act (or make any similar communication to stockholders in connection with the making or amendment of a tender offer or exchange offer) or (y) make any required disclosure to ▇▇▇▇’▇ stockholders, in each case, if in the good faith judgment of the ▇▇▇▇ board of directors, after consultation with outside legal counsel, failure to do so would reasonably be expected to violate its obligations under applicable Legal Requirements. (iv) It is understood and agreed that any determination or action by the Company will ▇▇▇▇ board of directors permitted under this Section 5.8(b) or Section 10.1(d)(ii) shall not be entitled deemed to terminate this Agreement be a breach of Section 5.8(a). (c) ▇▇▇▇ promptly (and in accordance with Section 7.1(hany event within 48 hours) unless the Company delivers to BRPA a written notice advising BRPA that the Company Board proposes to take such action. For purposes shall advise ITOCHU orally and in writing of this Agreement, “Superior Proposal” means a bona fide and any written Acquisition Proposal made after the date hereof that the Company Board in good faith determines (after consultation with its outside legal counsel) is reasonably likely to be consummated lead to a Superior Proposal, including in accordance with its terms and would, if consummated, result in a transaction that is more favorable from a financial point of view to each case the stockholders identity of the Company (solely in their capacity as such) than Person making any such Acquisition Proposal, inquiry or request and the transactions contemplated hereby after taking into account all such factors and matters deemed relevant in good faith by the Company Board, including legal, financial (including the financing material terms of any such proposal)Acquisition Proposal, regulatoryinquiry or request. ▇▇▇▇ shall keep ITOCHU fully informed, timing on a reasonably current basis, of the status and material terms of any such Acquisition Proposal, including any material amendments or other aspects of such proposal and this Agreement and proposed amendments to the transactions contemplated herebymaterial terms thereof.

Exclusivity. (a) During From the Interim Perioddate of this Agreement through the Closing, to the extent not inconsistent with the fiduciary duties of the BRPA Board, BRPA shall Sellers will not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its their respective officers, employees, representatives, advisers, agents and their Representatives Affiliates not to, directly or indirectly, solicit, initiateencourage, enter into, facilitate or continue discussions, negotiations, or transactions with, or encourage or respond to initiate any inquiries or the making of any proposals byor offers from, engage in negotiations or discussions with, or provide any information to any Person relating or data to, or enter into otherwise cooperate in any manner with, any Person or consummate group of Persons (other than Buyer and its Affiliates) concerning any transaction relating todirect or indirect sale or other disposition of, (i) any Business Combination, or merger, or sale of ownership interests or material assets of BRPAconsolidation, or a recapitalization, share exchange, business combination or similar transaction with respect to BRPA involving, all or any portion of its Subsidiaries the Business, the Acquired Companies, the Transferred Assets, the Assumed Liabilities or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “BRPA Competing Transactions”)Subject Contracts. In addition, BRPA willSellers shall, and will shall cause its Subsidiaries their respective officers, employees, representatives, advisers, agents and use reasonable best efforts to cause its and their Representatives Affiliates to, promptly immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Person parties conducted heretofore with respect to any BRPA Competing Transactionof the foregoing. BRPA will Sellers shall promptly (and in notify Buyer if any event within two (2) Business Days) notify the Company if BRPA such inquiries, proposals or offers are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with or about the Business, the Acquired Companies, the Transferred Assets, the Assumed Liabilities or the Subject Contracts and shall promptly request each Person who has heretofore executed a confidentiality agreement in connection with its consideration of its Subsidiariesacquiring the Business, orthe Acquired Companies, the Transferred Assets, the Assumed Liabilities or the Subject Contracts to BRPA’s knowledgereturn or destroy in accordance with the applicable confidentiality agreement, any of BRPA’s Representatives receives any inquiry, proposal, offer all confidential information heretofore furnished to such person by or submission with respect to a BRPA Competing Transaction (including the identity on behalf of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide the Company with a copy of such inquiry, proposal, offer or submissionSellers. (b) During From the Interim Perioddate of this Agreement until the Closing, to the extent not inconsistent with the fiduciary duties of the Company Board, the Company shall not, shall cause neither Buyer nor its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their Representatives not to, directly or indirectly, solicit, initiate, enter intoAffiliates will take, or continue discussionsagree or commit to take, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (i) any merger or sale action for the purpose of ownership interests or material assets impeding the ability of the Company, or a recapitalization, share exchange, or similar transaction with respect to the Company or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability Buyer to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “Company Competing Transactions”). In addition, the Company will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Competing Transaction. The Company will promptly (and in any event within two (2) Business Days) notify BRPA if the Company contemplated by this Agreement or any of its Subsidiaries, or, to the Company’s knowledge, any of the Company’s Representatives receives any inquiry, proposal, offer or submission with respect to a Company Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Ancillary Agreement, and will provide BRPA with a copy of such inquiry, proposal, offer or submission. (c) Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall restrict or limit the ability of the Company Board or the BRPA Board from exercising or acting in accordance with their respective fiduciary duties under applicable law. The Parties agree that the rights and remedies for noncompliance with this Section 4.4 include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy for such injury. (d) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Company Stockholder Approval, the Company Board determines in good faith, after consultation with its outside legal counsel, in response to any proposal or offer from any Person or “group” (as defined in the Exchange Act) to the Company or the Company Board with respect to a Company Competing Transaction (such proposal or offer, an “Acquisition Proposal”) that such Acquisition Proposal constitutes a Superior Proposal and that the failure to terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties under applicable law, the Company or the Company Board may, prior to obtaining the Company Stockholder Approval, terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal; provided, that the Company pays to BRPA the Termination Fee required to be paid pursuant Section 7.2(b)(i) at or after the time of such termination in accordance with Section 7.2(b)(i); provided, further, that the Company will not be entitled to terminate this Agreement in accordance with Section 7.1(h) unless the Company delivers to BRPA a written notice advising BRPA that the Company Board proposes to take such action. For purposes of this Agreement, “Superior Proposal” means a bona fide and written Acquisition Proposal made after the date hereof that the Company Board in good faith determines (after consultation with its outside legal counsel) is reasonably likely to be consummated in accordance with its terms and would, if consummated, result in a transaction that is more favorable from a financial point of view to the stockholders of the Company (solely in their capacity as such) than the transactions contemplated hereby after taking into account all such factors and matters deemed relevant in good faith by the Company Board, including legal, financial (including the financing terms of any such proposal), regulatory, timing or other aspects of such proposal and this Agreement and the transactions contemplated hereby.

Exclusivity. (ai) During Neither of Sellers shall, nor shall any of their officers, directors, employees, partners, stockholders, Affiliates, Subsidiaries, investment bankers, attorneys, accountants, consultants or other agents or advisors (the Interim Period, to the extent not inconsistent with the fiduciary duties of the BRPA Board, BRPA shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their Representatives not to“Representatives”), directly or indirectly, (A) solicit, initiateinitiate or take any action to facilitate or encourage the submission of any Acquisition Proposal, (B) enter intointo or participate in any discussions or negotiations with, furnish any information relating to Sellers or continue discussionsDivision or afford access to the business, negotiationsproperties, assets, books or transactions records of Sellers or Division or otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage or respond any effort by any third party that is seeking to any inquiries or proposals bymake, or provide any information to any Person relating tohas made, or enter into or consummate any transaction relating toan Acquisition Proposal, (iC) grant any Business Combination, merger, waiver or sale of ownership interests or material assets of BRPA, or a recapitalization, share exchange, release under any standstill or similar transaction agreement with respect to BRPA any class of equity securities of Sellers or any Subsidiary of Parent or (D) enter into any agreement with respect to an Acquisition Proposal. (ii) Notwithstanding §5(g)(i) above and subject to §5(g)(iv) below, if Sellers and the Representatives have not breached or violated any provision of this §5(g), the board of directors of Parent, directly or indirectly through the Representatives, may engage in negotiations or discussions with any Third Party that, without prior solicitation by or negotiation with Parent, has made a Superior Proposal and furnish to such Third Party nonpublic information relating to Parent or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “BRPA Competing Transactions”). In addition, BRPA will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any BRPA Competing Transaction. BRPA will promptly (and in any event within two (2) Business Days) notify the Company if BRPA or any of its Subsidiaries, or, to BRPA’s knowledge, any of BRPA’s Representatives receives any inquiry, proposal, offer or submission with respect pursuant to a BRPA Competing Transaction confidentiality agreement (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide the Company with a copy of such inquiry, proposal, offer confidentiality agreement being provided for informational purposes only to Buyer); provided that Buyer shall be furnished with such nonpublic information prior to or submission. simultaneously with the furnishing thereof to such Third Party (b) During the Interim Period, to the extent such nonpublic information has not inconsistent with been previously furnished by Sellers to Buyer). Following receipt of such Superior Proposal, Parent’s board of directors may fail to make, withdraw or modify in a manner adverse to Buyer its recommendation to its stockholders referred to in §5(i)(i) below, submit such Superior Proposal to a vote of its stockholders, and/or take any non-appealable, final action that any court of competent jurisdiction orders Parent to take, but in each case referred to in the fiduciary duties foregoing subsections (A) through (D) of §5(g)(i) above only if a majority of the Company Board, the Company shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their Representatives not to, directly or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (i) any merger or sale of ownership interests or material assets of the Company, or a recapitalization, share exchange, or similar transaction with respect to the Company or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “Company Competing Transactions”). In addition, the Company will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Competing Transaction. The Company will promptly (and in any event within two (2) Business Days) notify BRPA if the Company or any of its Subsidiaries, or, to the Company’s knowledge, any of the Company’s Representatives receives any inquiry, proposal, offer or submission with respect to a Company Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide BRPA with a copy of such inquiry, proposal, offer or submission. (c) Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall restrict or limit the ability of the Company Board or the BRPA Board from exercising or acting in accordance with their respective fiduciary duties under applicable law. The Parties agree that the rights and remedies for noncompliance with this Section 4.4 include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to the nonNon-breaching Party and that money damages would not provide an adequate remedy for such injury. (d) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Company Stockholder Approval, the Company Board determines Affiliated Directors determine in good faith, after consultation with its considering written advice of the outside legal counsel, in response counsel and financial advisor to any proposal or offer from any Person or “group” (as defined in the Exchange Act) to the Company or the Company Board with respect to a Company Competing Transaction (such proposal or offer, an “Acquisition Proposal”) that such Acquisition Proposal constitutes a Superior Proposal and Parent’s board of directors that the failure board must take such action to terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal would be inconsistent comply with its fiduciary duties under applicable law. Nothing contained herein shall prevent Parent’s board of directors from complying with Rule 14e-2(a) or Rule 14d-9 under the Securities Exchange Act with regard to an Acquisition Proposal or from making other disclosures to Parent’s stockholders if required under applicable law; provided, however, that any such actions shall comply with the Company or other requirements of this §5(g). (iii) Parent’s board of directors shall not take any of the Company Board mayactions referred to in subsections (A) through (D) of §5(g)(i) above unless Parent shall have delivered to Buyer a prior written notice advising Buyer that it intends to take such action, prior and Parent shall continue to obtaining the Company Stockholder Approvalkeep Buyer informed, terminate this Agreement pursuant to Section 7.1(h) to enter into on a definitive agreement current basis, with respect to such Superior Proposal; provided, that the Company pays to BRPA the Termination Fee required to be paid pursuant Section 7.2(b)(i) at or Proposal after the time of such termination in accordance with Section 7.2(b)(i); provided, further, that the Company will not be entitled to terminate this Agreement in accordance with Section 7.1(h) unless the Company delivers to BRPA a written notice advising BRPA that the Company Board proposes to take taking such action. For purposes In addition, Parent shall notify Buyer promptly (but in no event later than 24 hours) after receipt by Parent (or any of this Agreementits Representatives) of any Acquisition Proposal, “Superior Proposal” means any indication that a bona fide and written third party is considering making an Acquisition Proposal made after or of any request for information relating to Parent or any of its Subsidiaries or for access to the date hereof business, properties, assets, books or records of Parent or any of its Subsidiaries by any third party that may be considering making, or has made, an Acquisition Proposal. Parent shall provide such notice orally and within one (1) business day in writing and shall identify the Company Board in good faith determines (after consultation with its outside legal counsel) is reasonably likely to be consummated in accordance with its third party making, and the terms and wouldconditions of, if consummatedany such Acquisition Proposal, result in indication or request. Parent shall provide within one (1) business day of receipt a transaction that is more favorable from a financial point copy of view to the stockholders any documentation of the Company (solely in their capacity as such) than the transactions contemplated hereby after taking into account all such factors and matters deemed relevant in good faith by the Company Board, including legal, financial (including the financing terms of any such proposalinquiry, proposal or offer, and thereafter shall keep Buyer informed, on a current basis, of the status and terms of any such proposals or offers and the status of any such discussions or negotiations (including by delivering any further documentation of the type referred to above). Parent shall, regulatoryand shall cause the Representatives to, timing cease immediately and cause to be terminated any and all existing activities, discussions or other aspects negotiations, if any, with any third party conducted prior to the date hereof with respect to any Acquisition Proposal and shall use all reasonable efforts to cause any such third party (or its agents or advisors) in possession of confidential information about Parent or its Subsidiaries to return or destroy all such proposal information. (iv) In the event Parent receives a Superior Proposal, Parent and this Agreement and its board of directors shall not take any actions referred to under §5(g)(ii) above until Parent has negotiated in good faith with Buyer with respect to the terms of the transactions contemplated herebyby this Agreement for a period of 10 business days from the date Buyer receives written notice of all material terms and conditions of the Superior Proposal (including any documents related thereto) as set forth in §5(g)(iii) above. In the event Parent subsequently receives any amendments or changes to such Superior Proposal, Parent and its board of directors shall not take any actions referred to under §5(g)(ii) above until Parent has negotiated in good faith with Buyer with respect to the terms of the transactions contemplated by this Agreement for a period of 10 business days from the date Buyer receives written notice of all material terms and conditions of such original Superior Proposal, as amended or changed (including any documents related thereto) as set forth in §5(g)(iii) above and such written notice shall specify if Parent and its board of directors intend to take any actions referred to under §5(g)(ii) above.

Exclusivity. (a) During the Interim Period, to the extent not inconsistent with the fiduciary duties In consideration of the BRPA Boardsubstantial expenditure of time and effort to be undertaken by Ralcorp Holdings, BRPA Inc. (“Ralcorp”) and its representatives in connection with this letter agreement and the proposed Acquisition, AIPC hereby undertakes and agrees that without the prior written consent of Ralcorp, prior to June 30, 2010 (the “Termination Date”), neither AIPC nor any of its direct or indirect subsidiaries, employees, officers, directors, affiliates or representatives shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts engage in any Business Combination (as defined below) other than the Acquisition contemplated hereby (any such other Business Combination is referred to cause its and their Representatives not toas an “Alternative Transaction”) or, directly or indirectly, (A) solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, assist or encourage (including by way of furnishing non-public information) or respond take any other action to facilitate any inquiries or proposals bythe making of any proposal that constitutes, or provide may reasonably be expected to lead to, an Alternative Transaction, or (B) participate in any information discussions or negotiations regarding an Alternative Transaction. AIPC and its direct or indirect subsidiaries, employees, officers, directors, affiliates, and representatives shall cease all discussions and negotiations with respect to any Person relating toAlternative Transaction and will immediately inform ▇▇▇▇▇▇▇ in the event any Alternative Transaction proposal is made. For purposes hereof, or enter into or consummate any transaction relating to, (i) any “Business Combination, ” means any (x) merger, or sale of ownership interests or material assets of BRPAconsolidation, or a recapitalizationbusiness combination, share exchange, joint venture or similar transaction with respect relating to BRPA AIPC or any of its Subsidiaries subsidiaries (or any part thereof), or (iiy) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrictdisposition of the capital stock of or other equity interests (or securities convertible into, prohibit or inhibit the Company’s exercisable or BRPA’s ability to consummate the Merger and the exchangeable for capital stock or other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (iequity interests) and (ii), collectively “BRPA Competing Transactions”). In addition, BRPA will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any BRPA Competing Transaction. BRPA will promptly (and in any event within two (2) Business Days) notify the Company if BRPA of AIPC or any of its Subsidiaries, or, to BRPA’s knowledge, subsidiaries (or any of BRPA’s Representatives receives any inquiry, proposal, offer or submission with respect to a BRPA Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submissionpart thereof), after excluding the execution and delivery exercise of this Agreement, and will provide the Company with a copy of such inquiry, proposal, offer outstanding awards under AIPC’s Equity Incentive Plan or submission. sales under AIPC’s 401(k) Plan or (b) During the Interim Period, to the extent not inconsistent with the fiduciary duties of the Company Board, the Company shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their Representatives not to, directly or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (iz) any merger sale, dividend or sale other disposition of ownership interests or material any assets of the Company, or a recapitalization, share exchange, or similar transaction with respect to the Company properties of AIPC or any of its Subsidiaries or subsidiaries (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each casepart thereof), other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “Company Competing Transactions”). In addition, the Company will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Competing Transaction. The Company will promptly (and in any event within two (2) Business Days) notify BRPA if the Company or any of its Subsidiaries, or, to the Company’s knowledge, any of the Company’s Representatives receives any inquiry, proposal, offer or submission with respect to a Company Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide BRPA with a copy of such inquiry, proposal, offer or submission. (c) Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall restrict or limit the ability of the Company Board or the BRPA Board from exercising or acting in accordance with their respective fiduciary duties under applicable law. The Parties agree that the rights and remedies for noncompliance with this Section 4.4 include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy for such injury. (d) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Company Stockholder Approval, the Company Board determines in good faith, after consultation with its outside legal counsel, in response to any proposal or offer from any Person or “group” (as defined in the Exchange Act) to the Company or the Company Board with respect to a Company Competing Transaction (such proposal or offerordinary course of business, an “Acquisition Proposal”) that such Acquisition Proposal constitutes a Superior Proposal other than immaterial assets and that the failure to terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties under applicable law, the Company or the Company Board may, prior to obtaining the Company Stockholder Approval, terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal; provided, that the Company pays to BRPA the Termination Fee required to be paid pursuant Section 7.2(b)(i) at or after the time of such termination in accordance with Section 7.2(b)(i); provided, further, that the Company will not be entitled to terminate this Agreement in accordance with Section 7.1(h) unless the Company delivers to BRPA a written notice advising BRPA that the Company Board proposes to take such action. For purposes of this Agreement, “Superior Proposal” means a bona fide and written Acquisition Proposal made after the date hereof that the Company Board in good faith determines (after consultation with its outside legal counsel) is reasonably likely to be consummated in accordance with its terms and would, if consummated, result in a transaction that is more favorable from a financial point of view to the stockholders of the Company (solely in their capacity as such) other than the transactions contemplated hereby after taking into account all such factors and matters deemed relevant in good faith by the Company Board, including legal, financial (including the financing terms sale of any such proposal), regulatory, timing or other aspects of such proposal and this Agreement and the transactions contemplated herebyAIPC’s ▇▇▇▇▇▇ ▇▇▇▇▇® brand.

Exclusivity. (a) During the Interim Pre-Closing Period, to no Seller shall, and the extent not inconsistent with the fiduciary duties of the BRPA Board, BRPA shall not, Sellers shall cause its Subsidiaries not tothe Company and each Seller’s and the Company’s respective officers, directors, employees, representatives and shall use its reasonable best efforts to cause its and their Representatives agents not to, directly or indirectly, solicitthrough any officer, initiatedirector, enter intoemployee, Affiliate, agent or continue discussions, negotiations, representative or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating tootherwise, (i) any Business Combinationinitiate, mergersolicit, knowingly encourage or sale of ownership interests or material assets of BRPA, or a recapitalization, share exchange, or similar transaction with respect to BRPA or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “BRPA Competing Transactions”). In addition, BRPA will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any BRPA Competing Transaction. BRPA will promptly (and in any event within two (2) Business Days) notify the Company if BRPA or any of its Subsidiaries, or, to BRPA’s knowledge, any of BRPA’s Representatives receives otherwise knowingly facilitate any inquiry, proposal, offer or submission discussion with respect any party (other than the Buyer or its representatives) concerning any acquisition, equity or debt financing, joint venture, merger, reorganization, consolidation, recapitalization, business combination, liquidation, dissolution, share exchange, sale of stock, sale or license of material assets or similar business transaction involving the Company or any Subsidiary (each, an “Acquisition Transaction”), provided that nothing in this Section 5.6 shall prevent or restrict the Sellers and/or the Company from taking any steps or entering into discussions (but not consummating any transaction) with any Person in relation to a BRPA Competing Transaction an equity and/or convertible debt financing (but where such equity and/or convertible debt financing involves third parties, no third party (with its Affiliates) shall be permitted to acquire in excess of 19.9% of the Company’s outstanding equity securities) to fund the Company’s operations (whether as part of an initial public offering of the Company’s Shares or otherwise) (ii) other than in the Ordinary Course of Business, furnish any information concerning the business, properties or assets of the Company or any Subsidiary or the Company Shares to any party (other than the Buyer or its representatives), it being agreed that the foregoing exception shall not permit the furnishing of any information to any party that any Seller or Warrantor has reason to believe is considering an Acquisition Transaction, or (iii) engage in negotiations or enter into any agreement with any Person (other than the Buyer or its representatives) concerning any such transaction. (b) The Sellers shall, and shall cause the Company to, immediately notify any party with which discussions or negotiations of the nature described in Section 5.6(a) above were pending that the Sellers and the Company are terminating such discussions or negotiations. If any Seller or the Company receives any inquiry, proposal or offer of the nature described in Section 5.6(a) above, such Seller shall, and the Sellers shall cause the Company to, within one (1) Business Day after such receipt, notify the Buyer of such inquiry, proposal or offer, including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after other party and the execution and delivery of this Agreement, and will provide the Company with a copy terms of such inquiry, proposal, offer or submission. (b) During the Interim Period, to the extent not inconsistent with the fiduciary duties of the Company Board, the Company shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their Representatives not to, directly or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (i) any merger or sale of ownership interests or material assets of the Company, or a recapitalization, share exchange, or similar transaction with respect to the Company or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “Company Competing Transactions”). In addition, the Company will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Competing Transaction. The Company will promptly (and in any event within two (2) Business Days) notify BRPA if the Company or any of its Subsidiaries, or, to the Company’s knowledge, any of the Company’s Representatives receives any inquiry, proposal, offer or submission with respect to a Company Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide BRPA with a copy of such inquiry, proposal, offer or submission. (c) Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall restrict or limit the ability of the Company Board or the BRPA Board from exercising or acting in accordance with their respective fiduciary duties under applicable law. The Parties agree that the rights and remedies for noncompliance with this Section 4.4 include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy for such injury. (d) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Company Stockholder Approval, the Company Board determines in good faith, after consultation with its outside legal counsel, in response to any proposal or offer from any Person or “group” (as defined in the Exchange Act) to the Company or the Company Board with respect to a Company Competing Transaction (such proposal or offer, an “Acquisition Proposal”) that such Acquisition Proposal constitutes a Superior Proposal and that the failure to terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties under applicable law, the Company or the Company Board may, prior to obtaining the Company Stockholder Approval, terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal; provided, that the Company pays to BRPA the Termination Fee required to be paid pursuant Section 7.2(b)(i) at or after the time of such termination in accordance with Section 7.2(b)(i); provided, further, that the Company will not be entitled to terminate this Agreement in accordance with Section 7.1(h) unless the Company delivers to BRPA a written notice advising BRPA that the Company Board proposes to take such action. For purposes of this Agreement, “Superior Proposal” means a bona fide and written Acquisition Proposal made after the date hereof that the Company Board in good faith determines (after consultation with its outside legal counsel) is reasonably likely to be consummated in accordance with its terms and would, if consummated, result in a transaction that is more favorable from a financial point of view to the stockholders of the Company (solely in their capacity as such) than the transactions contemplated hereby after taking into account all such factors and matters deemed relevant in good faith by the Company Board, including legal, financial (including the financing terms of any such proposal), regulatory, timing or other aspects of such proposal and this Agreement and the transactions contemplated hereby.

Exclusivity. Seller hereby agrees that from the date hereof until the termination of this Agreement or the Closing, neither Seller nor any Subsidiary of Seller nor any of their respective officers, directors, trustees, shareholders, employees, agents, Affiliates and other representatives (acollectively, the “Representatives”) During the Interim Periodwill, directly or indirectly assist any party to the extent not inconsistent solicit, encourage, initiate, entertain, review, accept, execute, support, approve or participate in any negotiations, agreements or discussions with the fiduciary duties respect to any offer, inquiry, indication of the BRPA Boardinterest or proposal, BRPA shall notwhether oral, shall cause its Subsidiaries not towritten or otherwise, and shall use its reasonable best efforts to cause its and their Representatives not formal or informal, to, directly or indirectly, solicit, initiate, enter into(a) invest in, or continue discussionsacquire, negotiationsSeller or any Subsidiary of Seller (or any of Seller’s or such Subsidiary’s equity interests or any portion thereof), whether by purchase of assets, exclusive license, joint venture, strategic partnership or other alliance formation, purchase of stock, merger or other business combination, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating tootherwise, (ib) liquidation, dissolution or recapitalization of Seller or any Subsidiary of Seller; (c) any Business Combination, merger, merger or consolidation of Seller or any Subsidiary of Seller; (d) any acquisition or sale of ownership interests securities or material assets of BRPASeller or any Subsidiary of Seller, other than Real Property; or (e) similar transaction or business combination involving the University, Seller, or a recapitalization, share exchange, or similar transaction with respect to BRPA any Subsidiary of Seller or any of its Subsidiaries their businesses or assets (ii) collectively, any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit of the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively foregoing being a “BRPA Competing TransactionsProposed Transaction”). In additionOn the Effective Date, BRPA will, Seller and will its Representatives shall immediately cease and shall cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and be terminated all existing discussions or negotiations with any Person parties (other than Buyer or its Affiliates) conducted heretofore heretofore. Through the Closing Date or termination of this Agreement, Seller agrees to notify Buyer immediately if any offer, indication of interest or proposal (formal or informal, oral, written or otherwise), or any inquiry or contact with any person with respect thereto, regarding a Competing Proposed Transaction is made to any BRPA Competing Transaction. BRPA will promptly (and in any event within two (2) Business Days) notify the Company if BRPA of them or any of its Subsidiariestheir Representatives, or, to BRPA’s knowledge, any of BRPA’s Representatives receives any inquiry, proposal, offer or submission with respect to a BRPA Competing Transaction (including the identity of the Person making such inquiry proposing person and the terms thereof; provided that this provision shall not in any way be deemed to limit the obligations of or submitting such proposal, offer or submission), after their respective Representatives set forth in the execution and delivery first sentence of this Agreement, and will provide the Company with a copy of such inquiry, proposal, offer or submissionparagraph. (b) During the Interim Period, to the extent not inconsistent with the fiduciary duties of the Company Board, the Company shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their Representatives not to, directly or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (i) any merger or sale of ownership interests or material assets of the Company, or a recapitalization, share exchange, or similar transaction with respect to the Company or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “Company Competing Transactions”). In addition, the Company will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Competing Transaction. The Company will promptly (and in any event within two (2) Business Days) notify BRPA if the Company or any of its Subsidiaries, or, to the Company’s knowledge, any of the Company’s Representatives receives any inquiry, proposal, offer or submission with respect to a Company Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide BRPA with a copy of such inquiry, proposal, offer or submission. (c) Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall restrict or limit the ability of the Company Board or the BRPA Board from exercising or acting in accordance with their respective fiduciary duties under applicable law. The Parties agree that the rights and remedies for noncompliance with this Section 4.4 include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy for such injury. (d) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Company Stockholder Approval, the Company Board determines in good faith, after consultation with its outside legal counsel, in response to any proposal or offer from any Person or “group” (as defined in the Exchange Act) to the Company or the Company Board with respect to a Company Competing Transaction (such proposal or offer, an “Acquisition Proposal”) that such Acquisition Proposal constitutes a Superior Proposal and that the failure to terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties under applicable law, the Company or the Company Board may, prior to obtaining the Company Stockholder Approval, terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal; provided, that the Company pays to BRPA the Termination Fee required to be paid pursuant Section 7.2(b)(i) at or after the time of such termination in accordance with Section 7.2(b)(i); provided, further, that the Company will not be entitled to terminate this Agreement in accordance with Section 7.1(h) unless the Company delivers to BRPA a written notice advising BRPA that the Company Board proposes to take such action. For purposes of this Agreement, “Superior Proposal” means a bona fide and written Acquisition Proposal made after the date hereof that the Company Board in good faith determines (after consultation with its outside legal counsel) is reasonably likely to be consummated in accordance with its terms and would, if consummated, result in a transaction that is more favorable from a financial point of view to the stockholders of the Company (solely in their capacity as such) than the transactions contemplated hereby after taking into account all such factors and matters deemed relevant in good faith by the Company Board, including legal, financial (including the financing terms of any such proposal), regulatory, timing or other aspects of such proposal and this Agreement and the transactions contemplated hereby.

Exclusivity. From the date of this Agreement until the Closing Date, neither Seller nor any of Seller’s Representatives will directly or indirectly: (ai) During the Interim Periodsolicit, encourage, initiate, review, accept, support, approve or participate in any negotiations or discussions with respect to the extent not inconsistent with the fiduciary duties any offer or proposal (formal or informal, oral, written or otherwise) to acquire all or any part of the BRPA BoardAssets or the Business, BRPA whether by purchase of assets, exclusive license, joint venture formation, strategic partnership or other alliance formation (each of the foregoing, an “Acquisition Proposal”), (ii) disclose any information not customarily disclosed to any Person concerning the Assets and which could reasonably be used for the purposes of formulating any Acquisition Proposal, (iii) assist, cooperate with, facilitate or encourage any Person to make, participate in any discussions or negotiations with any Person with respect to, or take any other action to facilitate any inquiries or the making of, any proposal that constitutes or may reasonably be expected to lead to, any Acquisition Proposal, (iv) agree to, enter into a contract regarding, approve, recommend or endorse any transaction involving any Acquisition Proposal or (v) authorize or permit any of Seller’s Representatives to take any such action. Upon the execution of this Agreement, Seller shall notcease, and shall cause its Subsidiaries not toRepresentatives to cease, immediately and shall use its reasonable best efforts cause to cause its and their Representatives not to, directly or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (i) any Business Combination, merger, or sale of ownership interests or material assets of BRPA, or a recapitalization, share exchange, or similar transaction with respect to BRPA or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “BRPA Competing Transactions”). In addition, BRPA will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease be terminated any and all existing discussions or negotiations with any Person parties conducted heretofore with respect to any BRPA Competing TransactionAcquisition Proposal and promptly request that all confidential information with respect thereto furnished by Seller or its Representatives be returned. BRPA will From the date of this Agreement until the earlier of the Closing Date or termination of this Agreement, Seller shall notify Buyer as promptly as practicable (and in any event within two (2) Business Days) notify the Company if BRPA or any of its Subsidiaries, or, to BRPA’s knowledge, any of BRPA’s Representatives receives any inquiry, proposal, offer or submission with respect to a BRPA Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery receipt of this Agreement, and will provide the Company with a copy of such inquiry, proposal, offer or submission. (b) During the Interim Period, to the extent not inconsistent with the fiduciary duties of the Company Board, the Company shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their Representatives not to, directly or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (i) any merger or sale of ownership interests or material assets of the Company, or a recapitalization, share exchange, or similar transaction with respect to the Company or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “Company Competing Transactions”). In addition, the Company will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Competing Transaction. The Company will promptly (and in any event within two (2) Business Days) notify BRPA if the Company or any of its Subsidiaries, or, to the Company’s knowledge, any of the Company’s Representatives receives any inquiry, proposal, offer or submission with respect to a Company Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide BRPA with a copy of such inquiry, proposal, offer or submission. (c) Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall restrict or limit the ability of the Company Board or the BRPA Board from exercising or acting in accordance with their respective fiduciary duties under applicable law. The Parties agree that the rights and remedies for noncompliance with this Section 4.4 include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy for such injury. (d) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Company Stockholder Approval, the Company Board determines in good faith, after consultation with its outside legal counsel, in response to any proposal or offer from (formal or informal, oral, written or otherwise), or any inquiry or contact with any Person or “group” (as defined in the Exchange Act) to the Company or the Company Board with respect to thereto, regarding any Acquisition Proposal or of any request for information in connection with a Company Competing Transaction (such proposal or offer, an “potential Acquisition Proposal”) . Seller shall instruct each of its Representatives to observe the terms of this Section 7.7. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in this Section 7.7 by any Representative, whether or not such Acquisition Proposal constitutes a Superior Proposal and that the failure Person is purporting to terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal would act on behalf of Seller or otherwise, shall be inconsistent with its fiduciary duties under applicable law, the Company or the Company Board may, prior to obtaining the Company Stockholder Approval, terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal; provided, that the Company pays to BRPA the Termination Fee required deemed to be paid pursuant Section 7.2(b)(i) at or after the time of such termination in accordance with Section 7.2(b)(i); provided, further, that the Company will not be entitled to terminate this Agreement in accordance with Section 7.1(h) unless the Company delivers to BRPA a written notice advising BRPA that the Company Board proposes to take such action. For purposes breach of this Agreement, “Superior Proposal” means a bona fide and written Acquisition Proposal made after the date hereof that the Company Board in good faith determines (after consultation with its outside legal counsel) is reasonably likely to be consummated in accordance with its terms and would, if consummated, result in a transaction that is more favorable from a financial point of view to the stockholders of the Company (solely in their capacity as such) than the transactions contemplated hereby after taking into account all such factors and matters deemed relevant in good faith by the Company Board, including legal, financial (including the financing terms of any such proposal), regulatory, timing or other aspects of such proposal and this Agreement and the transactions contemplated hereby.Section 7.7

Exclusivity. (a) During the Interim Periodperiod from the date hereof through the Closing or the earlier termination of this Agreement in accordance with Article VIII, to the extent not inconsistent with the fiduciary duties of the BRPA Board, BRPA Company shall not, and shall cause its Subsidiaries not toeach of their respective Subsidiaries, Affiliates and shall use its reasonable best efforts to cause its Representatives (collectively, the “Subject Parties” and their Representatives each, a “Subject Party”) not to, directly or indirectly, (a) solicit, initiate, enter intoinduce, encourage, knowingly facilitate the making, submission or announcement of any proposals, offers or inquiries from any Person with respect to, or continue discussionsenter into negotiations or any agreement relating to an Acquisition Transaction (an “Acquisition Proposal”) or take any action that would reasonably be expected to lead to an Acquisition Proposal, negotiationswith any Person, in any case other than Purchaser or transactions withany of its Affiliates, or encourage or respond to any inquiries or proposals by, or provide (b) furnish any information to any Person in connection with or relating to, or enter into or consummate any transaction relating toto an Acquisition Proposal, (ic) engage in any Business Combination, merger, or sale of ownership interests or material assets of BRPA, or a recapitalization, share exchange, or similar transaction with respect to BRPA or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “BRPA Competing Transactions”). In addition, BRPA will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to an Acquisition Proposal, (d) approve, endorse or recommend any BRPA Competing Transaction. BRPA will promptly Acquisition Proposal, or (and in e) enter into any event within two (2) Business Days) notify the Company if BRPA commitment, understanding, term sheet, letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Proposal. Without limiting the generality of its Subsidiaries, or, to BRPA’s knowledgethe foregoing, any violation of BRPA’s Representatives receives or the taking of any inquiry, proposal, offer or submission action inconsistent with respect to a BRPA Competing Transaction (including the identity any of the Person making such inquiry or submitting such proposal, offer or submission), after restrictions set forth in the preceding sentence by any Subject Party shall be deemed to constitute a breach of this Section 6.14 by the Company. Promptly following the execution and delivery of this Agreement, and will provide the Company with a copy of such inquiry, proposal, offer or submission. (b) During the Interim Period, to the extent not inconsistent with the fiduciary duties of the Company Board, the Company shall notcause the other Subject Parties and their respective directors, shall cause its Subsidiaries not managers, officers, employees, agents, consultants, advisors and other representatives to, immediately cease and shall use its reasonable best efforts cause to cause its and their Representatives not to, directly or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to be terminated any inquiries or proposals by, or provide any information to existing discussions with any Person relating to, or enter into or consummate any transaction relating to, (i) any merger or sale of ownership interests or material assets of the Company, or a recapitalization, share exchange, or similar transaction with respect to the Company other than Purchaser or any of its Subsidiaries or (iiAffiliates) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “Company Competing Transactions”). In addition, the Company will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect relate to any Company Competing Transaction. The Company will promptly (and in any event within two (2) Business Days) notify BRPA if the Company Acquisition Proposal or any of its Subsidiaries, or, to the Company’s knowledge, any of the Company’s Representatives receives any inquiry, proposal, offer or submission with respect to a Company Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide BRPA with a copy of such inquiry, proposal, offer or submission. (c) Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall restrict or limit the ability of the Company Board or the BRPA Board from exercising or acting in accordance with their respective fiduciary duties under applicable law. The Parties agree that the rights and remedies for noncompliance with this Section 4.4 include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy for such injury. (d) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Company Stockholder Approval, the Company Board determines in good faith, after consultation with its outside legal counsel, in response to any proposal or offer from any Person or “group” (as defined in the Exchange Act) to the Company or the Company Board with respect to a Company Competing Transaction (such proposal or offer, an “potential Acquisition Proposal”) that such Acquisition Proposal constitutes a Superior Proposal and that the failure to terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties under applicable law, the Company or the Company Board may, prior to obtaining the Company Stockholder Approval, terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal; provided, that the Company pays to BRPA the Termination Fee required to be paid pursuant Section 7.2(b)(i) at or after the time of such termination in accordance with Section 7.2(b)(i); provided, further, that the Company will not be entitled to terminate this Agreement in accordance with Section 7.1(h) unless the Company delivers to BRPA a written notice advising BRPA that the Company Board proposes to take such action. For purposes of this Agreement, “Superior Proposal” means a bona fide and written Acquisition Proposal made after the date hereof that the Company Board in good faith determines (after consultation with its outside legal counsel) is reasonably likely to be consummated in accordance with its terms and would, if consummated, result in a transaction that is more favorable from a financial point of view to the stockholders of the Company (solely in their capacity as such) than the transactions contemplated hereby after taking into account all such factors and matters deemed relevant in good faith by the Company Board, including legal, financial (including the financing terms of any such proposal), regulatory, timing or other aspects of such proposal and this Agreement and the transactions contemplated hereby.

Exclusivity. (a) During Since the Interim Periodsigning date of this Agreement, except for the Transaction carried out by the Parties according to the extent not inconsistent with the fiduciary duties of the BRPA BoardTransaction Documents, BRPA Ruipeng Parties shall not, shall cause its Subsidiaries not to, and shall use not permit or authorise any of its reasonable best efforts to cause its and related parties or their Representatives not respective officers, directors, employees, consultants, agents or representatives to, directly or indirectly, solicit(i) invite and accept the offers or intentions from anyone other than ▇▇▇▇▇▇▇▇▇ Capital and its related parties to purchase, initiatesubscribe for, enter into, replace or continue discussions, negotiations, otherwise invest in or transactions with, acquire the underlying assets of Ruipeng or encourage its related parties (“Investment Offer”); (ii) discuss or respond to any inquiries or proposals by, negotiate the Investment Offer or provide any due diligence materials or information to any Person relating to, person in connection with the Investment Offer; or (iii) enter into or consummate execute any transaction relating to, contract or arrangement (i) including any Business Combination, merger, or sale letter of ownership interests or material assets of BRPA, or a recapitalization, share exchange, intent or similar transaction document, whether legally binding or not) in connection with respect to BRPA or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate Investment Offer. Since the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “BRPA Competing Transactions”). In addition, BRPA will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any BRPA Competing Transaction. BRPA will promptly (and in any event within two (2) Business Days) notify the Company if BRPA or any of its Subsidiaries, or, to BRPA’s knowledge, any of BRPA’s Representatives receives any inquiry, proposal, offer or submission with respect to a BRPA Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery signing date of this Agreement, and will provide except for the Company with a copy of such inquiry, proposal, offer or submission. (b) During Transaction carried out by the Interim Period, Parties according to the extent not inconsistent with the fiduciary duties of the Company BoardTransaction Documents, the Company ▇▇▇▇▇▇▇▇▇ Capital and Skyfield Parties shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and not permit or authorise any of their Representatives not related parties or their respective officers, directors, employees, consultants, agents or representatives to, directly or indirectly, solicit(i) invite and accept the Investment Offer from anyone other than Ruipeng Parties and their related parties to purchase, initiatesubscribe for, enter into, replace or continue discussions, negotiations, otherwise invest in or transactions with, acquire the underlying assets of Skyfield or encourage their related parties; (ii) discuss or respond to any inquiries or proposals by, negotiate the Investment Offer or provide any due diligence materials or information to any Person relating to, person in connection with the Investment Offer; or (iii) enter into or consummate execute any transaction relating contract or arrangement (including any letter of intent or similar document, whether legally binding or not) in connection with the Investment Offer. Since the signing date of this Agreement, except for the Transaction carried out by the Parties according to the Transaction Documents, the minority shareholders of Skyfield and Ruipeng Investor Shareholders shall not, and shall not permit or authorise any of their related parties or their respective officers, directors, employees, consultants, agents or representatives to, directly or indirectly, (i) any merger invite and accept the Investment Offer from anyone other than Ruipeng Parties or sale of ownership interests ▇▇▇▇▇▇▇▇▇ Capital and their respective related parties to purchase, subscribe for, replace or material otherwise invest in or acquire the underlying assets of Ruipeng, the Company, underlying assets of Skyfield or a recapitalization, share exchange, or similar transaction with respect to the Company or any of its Subsidiaries or their related parties; (ii) discuss or negotiate the Investment Offer or provide any financing, investment, acquisition, purchase, merger, sale due diligence materials or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “Company Competing Transactions”). In addition, the Company will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect information to any Company Competing Transaction. The Company will promptly person in connection with the Investment Offer; or (and in iii) enter into or execute any event within two (2) Business Days) notify BRPA if the Company contract or any of its Subsidiaries, or, to the Company’s knowledge, any of the Company’s Representatives receives any inquiry, proposal, offer or submission with respect to a Company Competing Transaction arrangement (including any letter of intent or similar document, whether legally binding or not) in connection with the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide BRPA with a copy of such inquiry, proposal, offer or submissionInvestment Offer. (c) Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall restrict or limit the ability of the Company Board or the BRPA Board from exercising or acting in accordance with their respective fiduciary duties under applicable law. The Parties agree that the rights and remedies for noncompliance with this Section 4.4 include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy for such injury. (d) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Company Stockholder Approval, the Company Board determines in good faith, after consultation with its outside legal counsel, in response to any proposal or offer from any Person or “group” (as defined in the Exchange Act) to the Company or the Company Board with respect to a Company Competing Transaction (such proposal or offer, an “Acquisition Proposal”) that such Acquisition Proposal constitutes a Superior Proposal and that the failure to terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties under applicable law, the Company or the Company Board may, prior to obtaining the Company Stockholder Approval, terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal; provided, that the Company pays to BRPA the Termination Fee required to be paid pursuant Section 7.2(b)(i) at or after the time of such termination in accordance with Section 7.2(b)(i); provided, further, that the Company will not be entitled to terminate this Agreement in accordance with Section 7.1(h) unless the Company delivers to BRPA a written notice advising BRPA that the Company Board proposes to take such action. For purposes of this Agreement, “Superior Proposal” means a bona fide and written Acquisition Proposal made after the date hereof that the Company Board in good faith determines (after consultation with its outside legal counsel) is reasonably likely to be consummated in accordance with its terms and would, if consummated, result in a transaction that is more favorable from a financial point of view to the stockholders of the Company (solely in their capacity as such) than the transactions contemplated hereby after taking into account all such factors and matters deemed relevant in good faith by the Company Board, including legal, financial (including the financing terms of any such proposal), regulatory, timing or other aspects of such proposal and this Agreement and the transactions contemplated hereby.

Exclusivity. During the period beginning on the date hereof and ending on the earlier of (x) the Effective Time and (y) the termination of the Merger Agreement pursuant to and in compliance with the terms thereof (such earlier time, the “Expiration Time”), the Investor shall and shall cause its Affiliates to: (a) During work exclusively with Parent and its Affiliates to implement the Interim PeriodTransactions, including to (i) evaluate the Company and its business and (ii) prepare, negotiate and finalize the Transaction Documents (to the extent not inconsistent with finalized or executed prior to the fiduciary duties of the BRPA Board, BRPA shall date hereof); (b) not, shall cause its Subsidiaries Affiliates not to, to and shall use its reasonable best efforts to cause its Representatives (subject to, in the case of a Representative who is a director of the Company or any of its subsidiaries and their Representatives solely in such Representative’s capacity as a director, his or her fiduciary duties) not to, directly or indirectly, either alone or with or through any authorized Representatives (i) make an Acquisition Proposal, or solicit, initiateencourage, enter intofacilitate or join with or invite any other Person to be involved in the making of, or continue discussionsany Acquisition Proposal, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or (ii) provide any information to any Person relating toThird Party with a view to the Third Party or any other person pursuing or considering to pursue an Acquisition Proposal, (iii) finance or offer to finance any Acquisition Proposal, including by offering any equity or debt finance, or contribution of Covered Securities or provision of a voting agreement, in support of any Acquisition Proposal, (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything that is directly inconsistent with the provisions of this Agreement, the Merger Agreement or the Transactions, (v) take any action that would reasonably be expected to have the effect of preventing, disabling or delaying such Investor from performing its obligations under this Agreement, or (vi) solicit, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or consummate understanding (whether or not in writing and whether or not legally binding) with any transaction relating to, (i) any Business Combination, merger, or sale of ownership interests or material assets of BRPA, or a recapitalization, share exchange, or similar transaction with respect to BRPA or any of its Subsidiaries or other person regarding the matters described in paragraphs (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger through (iv) of this Section 1.1(b); (c) immediately cease and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “BRPA Competing Transactions”). In addition, BRPA willterminate, and will cause its Subsidiaries to be ceased and use reasonable best efforts to cause its and their Representatives toterminated, promptly cease any and all existing discussions or activities, discussions, conversations, negotiations and other communications with any Person all Persons conducted heretofore with respect to any BRPA Competing Transaction. BRPA will an Acquisition Proposal; and (d) promptly (and in any event within two (2) Business Days) notify the Company Parent if BRPA or any of its Subsidiaries, it or, to BRPA’s its knowledge, any of BRPA’s its Representatives receives any inquiry, proposal, offer approach or submission communication with respect to a BRPA Competing Transaction (any Acquisition Proposal, including in such notice the identity of the Person making such inquiry other Persons involved and the nature and content of the approach or submitting such proposal, offer or submission), after the execution and delivery of this Agreementcommunication, and will provide the Company Parent with a copy of such inquiry, proposal, offer or submission. (b) During the Interim Period, to the extent not inconsistent with the fiduciary duties of the Company Board, the Company shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their Representatives not to, directly or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (i) any merger or sale of ownership interests or material assets of the Company, or a recapitalization, share exchange, or similar transaction with respect to the Company or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “Company Competing Transactions”). In addition, the Company will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Competing Transaction. The Company will promptly (and in any event within two (2) Business Days) notify BRPA if the Company or any of its Subsidiaries, or, to the Company’s knowledge, any of the Company’s Representatives receives any inquiry, proposal, offer or submission with respect to a Company Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide BRPA with a copy of such inquiry, proposal, offer or submission. (c) Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall restrict or limit the ability of the Company Board or the BRPA Board from exercising or acting in accordance with their respective fiduciary duties under applicable law. The Parties agree that the rights and remedies for noncompliance with this Section 4.4 include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy for such injury. (d) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Company Stockholder Approval, the Company Board determines in good faith, after consultation with its outside legal counsel, in response to any proposal or offer from any Person or “group” (as defined in the Exchange Act) to the Company or the Company Board with respect to a Company Competing Transaction (such proposal or offer, an “Acquisition Proposal”) that such Acquisition Proposal constitutes a Superior Proposal and that the failure to terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties under applicable law, the Company or the Company Board may, prior to obtaining the Company Stockholder Approval, terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal; provided, that the Company pays to BRPA the Termination Fee required to be paid pursuant Section 7.2(b)(i) at or after the time of such termination in accordance with Section 7.2(b)(i); provided, further, that the Company will not be entitled to terminate this Agreement in accordance with Section 7.1(h) unless the Company delivers to BRPA a written notice advising BRPA that the Company Board proposes to take such action. For purposes of this Agreement, “Superior Proposal” means a bona fide and written Acquisition Proposal made after the date hereof that the Company Board in good faith determines (after consultation with its outside legal counsel) is reasonably likely to be consummated in accordance with its terms and would, if consummated, result in a transaction that is more favorable from a financial point of view to the stockholders of the Company (solely in their capacity as such) than the transactions contemplated hereby after taking into account all such factors and matters deemed relevant in good faith by the Company Board, including legal, financial (including the financing terms copies of any such proposal), regulatory, timing or other aspects of such proposal and this Agreement and the transactions contemplated herebywritten communication.

Exclusivity. (a) During From and after the Interim Period, to date of this Agreement and ending on the extent not inconsistent with the fiduciary duties earlier of the BRPA BoardClosing Date or the date this Agreement is terminated pursuant to Section 10.1 (the “Exclusivity Period”), BRPA shall Seller (including, without limitation, for this purpose its officers, directors, representatives, affiliates, employees and agents) will not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their Representatives not to, directly or indirectly, solicit, induce, facilitate, respond to, initiate, engage in or enter into, into discussions or continue discussions, negotiations, or transactions negotiations with, or encourage or respond to any inquiries or proposals byencourage, or provide any information to, any Person concerning any sale, exclusive license or other form of disposition of any material Assets (other than sales of Products in the ordinary course of Seller’s business) or any transaction involving the Assets similar to any Person relating to, or enter into or consummate any transaction relating to, (i) any Business Combination, merger, or sale of ownership interests or material assets of BRPA, or a recapitalization, share exchange, or similar transaction with respect to BRPA or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections contemplated by this Agreement (i) and (ii), collectively an “BRPA Competing TransactionsAcquisition Proposal”). In additionDuring the Exclusivity Period, BRPA willneither Seller nor such designated persons will approve, and will cause its Subsidiaries and use reasonable best efforts endorse, recommend or sign any contracts or agreements or make any commitments to cause its and their Representatives to, promptly cease any and all existing discussions do or negotiations in connection with any Person conducted heretofore with respect of the foregoing. For the purpose of this Section 5.13, any license of material Intellectual Property Rights related to any BRPA Competing Transactionof the Assets outside the ordinary course of Seller’s operation and ownership of the Assets shall be considered a disposition of the Assets. BRPA will promptly (and in Seller represents that it is not bound by any event within two (2) Business Days) notify the Company if BRPA Acquisition Proposal other than as contemplated by this Agreement. If Seller or any such designated person receives an Acquisition Proposal or any request for non-public information relating to any Assets, Seller shall promptly notify Buyer of its Subsidiariessuch Acquisition Proposal or request (including, orwithout limitation, to BRPA’s knowledge, any of BRPA’s Representatives receives any inquiry, proposal, offer or submission with respect to a BRPA Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreementmaking, and will provide the Company with a copy of such inquiryterms of, proposal, offer or submission. (b) During the Interim Period, to the extent not inconsistent with the fiduciary duties of the Company Board, the Company shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their Representatives not to, directly or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (i) any merger or sale of ownership interests or material assets of the Company, or a recapitalization, share exchange, or similar transaction with respect to the Company or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “Company Competing Transactions”). In addition, the Company will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Competing Transaction. The Company will promptly (and in any event within two (2) Business Days) notify BRPA if the Company or any of its Subsidiaries, or, to the Company’s knowledge, any of the Company’s Representatives receives any inquiry, proposal, offer or submission with respect to a Company Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide BRPA with a copy of such inquiry, proposal, offer or submission. (c) Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall restrict or limit the ability of the Company Board or the BRPA Board from exercising or acting in accordance with their respective fiduciary duties under applicable law. The Parties agree that the rights and remedies for noncompliance with this Section 4.4 include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy for such injury. (d) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Company Stockholder Approval, the Company Board determines in good faith, after consultation with its outside legal counsel, in response to any proposal or offer from any Person or “group” (as defined in the Exchange Act) to the Company or the Company Board with respect to a Company Competing Transaction (such proposal or offer, an “Acquisition Proposal”) that such Acquisition Proposal constitutes a Superior Proposal and that the failure to terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties under applicable law, the Company or the Company Board may, prior to obtaining the Company Stockholder Approval, terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal; provided, that the Company pays to BRPA the Termination Fee required to be paid pursuant Section 7.2(b)(i) at or after the time of such termination in accordance with Section 7.2(b)(irequest); provided, further, that the Company will not be entitled to terminate this Agreement in accordance with Section 7.1(h) unless the Company delivers to BRPA a written notice advising BRPA that the Company Board proposes to take such action. For purposes of this Agreement, “Superior Proposal” means a bona fide and written Acquisition Proposal made after the date hereof that the Company Board in good faith determines (after consultation with its outside legal counsel) is reasonably likely to be consummated in accordance with its terms and would, if consummated, result in a transaction that is more favorable from a financial point of view to the stockholders of the Company (solely in their capacity as such) than the transactions contemplated hereby after taking into account all such factors and matters deemed relevant in good faith by the Company Board, including legal, financial (including the financing terms of any such proposal), regulatory, timing or other aspects of such proposal and this Agreement and the transactions contemplated hereby.

Exclusivity. (a) During The Target Company and the Interim PeriodSellers agree that, to between the extent date hereof and the earlier date between the Closing Date and the termination of this Agreement, they shall not inconsistent with the fiduciary duties of the BRPA Board, BRPA shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts take all necessary actions to cause its and ensure that none of their Representatives not toSubsidiaries or any of their Affiliates or representatives shall, directly or indirectly, solicit： (a) Solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (i) to directly or indirectly acquire or purchase all or any part of the share capital of or other equity or ownership interest in any Group Companies or assets of the Target Company or any of its Subsidiaries, (ii) to enter intointo any merger, consolidation or other business combination with respect to any Group Companies, or continue (iii) to enter into a recapitalization, reorganization or any other extraordinary business transaction involving any Group Companies; or (b) Participate in any discussions, negotiationsconversations, negotiations or other communications, or transactions with, or encourage or respond to any inquiries or proposals by, or provide furnish any information to any other Person relating toor cooperate in any way, assist or enter into participate in, facilitate or consummate encourage any transaction relating to, (i) effort or attempt by any Business Combination, merger, or sale of ownership interests or material assets of BRPA, or a recapitalization, share exchange, or similar transaction with respect other Person to BRPA or seek to do any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability foregoing. The Sellers shall immediately terminate and cause to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “BRPA Competing Transactions”). In addition, BRPA will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and be terminated all existing discussions or discussions, conversations, negotiations and other communications with any Person conducted heretofore with respect to any BRPA Competing Transactionof the foregoing. BRPA will The Target Company and the Sellers shall promptly (and but in any event within two (2) Business Days24 hours) notify the Company Buyer in writing if BRPA any such quotation or offer, or any of its Subsidiariesinquiry or other contact with any Person in connection therewith, or, is made. Any such notice to BRPA’s knowledge, any of BRPA’s Representatives receives any inquiry, proposal, offer or submission with respect to a BRPA Competing Transaction (including the Buyer shall specify in reasonable detail the identity of the Person making such quotation, offer, inquiry or submitting such proposal, offer or submission), after other contact and the execution terms and delivery of this Agreement, and will provide the Company with a copy conditions of such inquiryquotation, proposaloffer, offer inquiry or submission. (b) During other contact. Without the Interim Period, to the extent not inconsistent with the fiduciary duties prior written consent of the Company BoardBuyer, the Target Company and the Sellers shall not, and shall cause its Subsidiaries each Subsidiary of the Target Company not to, and shall use its reasonable best efforts to cause its and their Representatives not to, directly or indirectly, solicit, initiate, enter intorelease any Person from, or continue discussionswaive any term of, negotiations, any confidentiality or transactions with, standstill agreement to which the Sellers or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (i) any merger or sale of ownership interests or material assets of the Company, or a recapitalization, share exchange, or similar transaction with respect to the Target Company or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “Company Competing Transactions”). In addition, the Company will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Competing Transaction. The Company will promptly (and in any event within two (2) Business Days) notify BRPA if the Company or any of its Subsidiaries, or, to the Company’s knowledge, any of the Company’s Representatives receives any inquiry, proposal, offer or submission with respect to is a Company Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide BRPA with a copy of such inquiry, proposal, offer or submissionparty. (c) Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall restrict or limit the ability of the Company Board or the BRPA Board from exercising or acting in accordance with their respective fiduciary duties under applicable law. The Parties agree that the rights and remedies for noncompliance with this Section 4.4 include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy for such injury. (d) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Company Stockholder Approval, the Company Board determines in good faith, after consultation with its outside legal counsel, in response to any proposal or offer from any Person or “group” (as defined in the Exchange Act) to the Company or the Company Board with respect to a Company Competing Transaction (such proposal or offer, an “Acquisition Proposal”) that such Acquisition Proposal constitutes a Superior Proposal and that the failure to terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties under applicable law, the Company or the Company Board may, prior to obtaining the Company Stockholder Approval, terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal; provided, that the Company pays to BRPA the Termination Fee required to be paid pursuant Section 7.2(b)(i) at or after the time of such termination in accordance with Section 7.2(b)(i); provided, further, that the Company will not be entitled to terminate this Agreement in accordance with Section 7.1(h) unless the Company delivers to BRPA a written notice advising BRPA that the Company Board proposes to take such action. For purposes of this Agreement, “Superior Proposal” means a bona fide and written Acquisition Proposal made after the date hereof that the Company Board in good faith determines (after consultation with its outside legal counsel) is reasonably likely to be consummated in accordance with its terms and would, if consummated, result in a transaction that is more favorable from a financial point of view to the stockholders of the Company (solely in their capacity as such) than the transactions contemplated hereby after taking into account all such factors and matters deemed relevant in good faith by the Company Board, including legal, financial (including the financing terms of any such proposal), regulatory, timing or other aspects of such proposal and this Agreement and the transactions contemplated hereby.

Exclusivity. (a) During From the Interim Period, to Effective Date until the extent not inconsistent with the fiduciary duties earlier of the BRPA BoardClosing Date or the termination of this Agreement in accordance with its terms, BRPA the Seller shall not, and shall cause its Subsidiaries not to, their Affiliates and shall use its reasonable best efforts to cause its and their Representatives respective representatives not to, directly or indirectly, (a) solicit, initiate or encourage, facilitate or assist, an Alternative Acquisition Transaction, (b) furnish to any Person (other than the Purchaser or its designees) any information relating to the Business, the Systems or the Purchased Assets, or afford to any Person (other than Buyer or its representatives) access to the Business, the Systems or the Purchased Assets, in any such case with the intent to induce the making, submission or announcement of, or the intent to solicit, initiate, enter intoencourage, facilitate or continue discussionsassist, negotiations, an Alternative Acquisition Transaction or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information that would reasonably be expected to any Person relating to, or enter into or consummate any transaction relating tolead to an Alternative Acquisition Transaction, (ic) any Business Combinationcontinue, merger, participate in or sale of ownership interests or material assets of BRPA, or a recapitalization, share exchange, or similar transaction with respect to BRPA or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, engage in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “BRPA Competing Transactions”). In addition, BRPA will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to an Alternative Acquisition Transaction, or (d) enter into any BRPA Competing contract relating to an Alternative Acquisition Transaction. BRPA will promptly (and To the extent permitted by applicable Law or confidentiality obligations, in any the event within two (2) Business Days) notify that the Company if BRPA Seller or any of its SubsidiariesAffiliates or representatives shall receive any proposal for an Alternative Acquisition Transaction or any inquiry with respect to, or, or which would reasonably be expected to BRPA’s knowledgelead to, any of BRPA’s Representatives receives any inquiry, proposal, offer or submission with respect proposal related to a BRPA Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide the Company with a copy of such inquiry, proposal, offer or submission. (b) During the Interim Period, to the extent not inconsistent with the fiduciary duties of the Company Boardan Alternative Acquisition Transaction, the Company Seller or such Affiliate or representative shall notnotify the Purchaser thereof. The Seller and its Affiliates shall, or shall cause its Subsidiaries not their representatives to, terminate access to any online data rooms to all Persons other than the Purchaser and shall use its reasonable best efforts to cause Affiliates and its and their Representatives not to, directly or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (i) any merger or sale of ownership interests or material assets of the Company, or a recapitalization, share exchange, or similar transaction with respect to the Company or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger respective representatives and the other Transactions, in each case, require all Persons other than the Merger Purchaser and the other Transactions (the transactions in subsections (i) its Affiliates and (ii), collectively “Company Competing Transactions”). In addition, the Company will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives torespective representatives to return or destroy all confidential information regarding the Business, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Competing Transaction. The Company will promptly (and in any event within two (2) Business Days) notify BRPA if the Company Systems and/or the Purchased Assets or any of its Subsidiaries, or, transaction similar to the Company’s knowledge, any of the Company’s Representatives receives any inquiry, proposal, offer or submission with respect to a Company Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide BRPA with a copy of such inquiry, proposal, offer or submission. (c) Notwithstanding anything in transactions contemplated by this Agreement to the contrary, nothing contained in this Agreement shall restrict or limit extent permissible under the ability of the Company Board or the BRPA Board from exercising or acting in accordance with their respective fiduciary duties under applicable law. The Parties agree that the rights and remedies for noncompliance with this Section 4.4 include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy for such injury. (d) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Company Stockholder Approval, the Company Board determines in good faith, after consultation with its outside legal counsel, in response to any proposal or offer from any Person or “group” (as defined in the Exchange Act) to the Company or the Company Board with respect to a Company Competing Transaction (such proposal or offer, an “Acquisition Proposal”) that such Acquisition Proposal constitutes a Superior Proposal and that the failure to terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties under applicable law, the Company or the Company Board may, prior to obtaining the Company Stockholder Approval, terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal; provided, that the Company pays to BRPA the Termination Fee required to be paid pursuant Section 7.2(b)(i) at or after the time of such termination in accordance with Section 7.2(b)(i); provided, further, that the Company will not be entitled to terminate this Agreement in accordance with Section 7.1(h) unless the Company delivers to BRPA a written notice advising BRPA that the Company Board proposes to take such action. For purposes of this Agreement, “Superior Proposal” means a bona fide and written Acquisition Proposal made after the date hereof that the Company Board in good faith determines (after consultation with its outside legal counsel) is reasonably likely to be consummated in accordance with its terms and would, if consummated, result in a transaction that is more favorable from a financial point of view to the stockholders of the Company (solely in their capacity as such) than the transactions contemplated hereby after taking into account all such factors and matters deemed relevant in good faith by the Company Board, including legal, financial (including the financing terms of any applicable confidentiality agreement with such proposal), regulatory, timing or other aspects of such proposal and this Agreement and the transactions contemplated herebyPersons.

Exclusivity. (a) During the Interim PeriodThe Managing Member, to the extent not inconsistent with the fiduciary duties itself and on behalf of the BRPA BoardCompany, BRPA hereby agrees that Section 12.4 of the LLC Agreement shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their Representatives not to, directly or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond apply to any inquiries or proposals by, or provide any of your Affiliates (other than your Subsidiaries) from which you are separated by a reasonable and customary information to any Person relating to, or enter into or consummate any transaction relating to, (i) any Business Combination, merger, or sale barrier and the voting and investment powers of ownership interests or material assets of BRPA, or a recapitalization, share exchange, or similar transaction which are exercised independently from you with respect to BRPA or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “BRPA Competing Transactions”). In addition, BRPA will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any BRPA Competing Transaction. BRPA will promptly (and in any event within two (2) Business Days) notify the Company if BRPA or any of its Subsidiaries, or, to BRPA’s knowledge, any of BRPA’s Representatives receives any inquiry, proposal, offer or submission with respect to a BRPA Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide the Company with a copy of such inquiry, proposal, offer or submissionInvestment. (b) During the Interim Period, to the extent not inconsistent with the fiduciary duties Notwithstanding Section 12.4 of the Company BoardLLC Agreement, but subject to any applicable restrictions under the Company Restructuring Proposal, you and your Subsidiaries shall notbe permitted to invest in voting common shares of GGP following the effective date of the Plan; provided that your holdings of such common shares, together with any holdings of your Subsidiaries (including any indirect purchase or disposition, for example, by means of swaps or other derivatives), shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their Representatives not to, directly or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, exceed three percent (i3%) any merger or sale of ownership interests or material assets of the Company, or a recapitalization, share exchange, or similar transaction with respect to the Company or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “Company Competing Transactions”). In addition, the Company will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Competing Transaction. The Company will promptly (and in any event within two (2) Business Days) notify BRPA if the Company or any of its Subsidiaries, or, to the Company’s knowledge, any of the Company’s Representatives receives any inquiry, proposal, offer or submission with respect to a Company Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide BRPA with a copy aggregate outstanding amount of such inquiry, proposal, offer or submission. (c) Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall restrict or limit the ability of the Company Board or the BRPA Board from exercising or acting in accordance with their respective fiduciary duties under applicable law. The Parties agree that the rights and remedies for noncompliance with this Section 4.4 include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy for such injury. (d) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Company Stockholder Approval, the Company Board determines in good faith, after consultation with its outside legal counsel, in response to any proposal or offer from any Person or “group” (as defined in the Exchange Act) to the Company or the Company Board with respect to a Company Competing Transaction (such proposal or offer, an “Acquisition Proposal”) that such Acquisition Proposal constitutes a Superior Proposal and that the failure to terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties under applicable law, the Company or the Company Board may, prior to obtaining the Company Stockholder Approval, terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal; provided, that the Company pays to BRPA the Termination Fee required to be paid pursuant Section 7.2(b)(i) at or after the time of such termination in accordance with Section 7.2(b)(i)common shares; provided, further, that you agree (i) not to purchase or dispose of any such common shares if, at the time of such purchase or disposition, the Person making the applicable investment decision is in possession of any material non-public information relating to GGP on which it is prohibited from trading under the Exchange Act; (ii) not to purchase or dispose of any such common shares unless you have determined that such purchase or disposition would not result in a disgorgement of profits under Section 16(b) of the Exchange Act with respect to any Member other than you or your Affiliates; (iii) to notify the Managing Member of such purchase or disposition (including any indirect purchase or disposition, for example, by means of swaps or other derivatives), as applicable, and the amount and timing thereof, immediately after such purchase or disposition, and in any event on the date thereof; (iv) not to sell “short” any such common shares, unless you shall have determined that such “short” sale is permitted under Section 16(c) of the Exchange Act; (v) to reimburse the Company for any expenses incurred by the Company or the Managing Member on behalf of the Company, in connection with any amendment to any filings made on behalf of the Company pursuant to Section 13 of the Exchange Act; (vi) not to engage in any acquisition that would require compliance with Regulation 14E of the Exchange Act with respect to GGP or any of its Affiliates; and (vii) to vote any common shares held by you and your Affiliates at all times in the same manner and in conformance with how the Company votes its common shares in GGP. References in this paragraph 23 to any purchase or disposition of common shares of GGP shall be to the purchase or disposition on a date or within a time period specified by the relevant party. (c) If GGP (i) enters into an agreement with respect to a restructuring or the financing thereof with any party other than the Consortium and (ii) such agreement has been approved by the board of GGP and all interest-holders of GGP whose approval of such agreement is required under the Plan (or, the court overseeing the Chapter 11 case confirms that no such interest-holder approval is required), then you will automatically be released from your obligations under Section 12.4 of the LLC Agreement; provided that, in no event, subject to the next sentence, may you take any action otherwise restricted under Section 12.4 of the LLC Agreement if such action would result in the Consortium losing the benefit of its bid protection pursuant to that certain letter agreement between BAM, Pershing Square, LP and certain affiliates of Pershing Square, LP, dated as of February 24, 2010 (any such action, a “Prohibited Action”). The Managing Member shall, within five (5) Business Days of deemed receipt of a request in writing by you specifying in reasonable detail the action(s) proposed to be taken, notify you in writing whether such action, in its reasonable determination, either would be a Prohibited Action or would not be entitled a Prohibited Action. If the Managing Member fails to so notify you within such time frame, or notifies you that such proposed action(s) is not a Prohibited Action, then the Managing Member and the Company shall not have, and agree not to bring, any cause of action or claim against you for a breach of this paragraph 23(c) in connection with the taking of such action(s). (d) Subject to the proviso to paragraph 23(c) above, your exclusivity obligations under Section 12.4 of the LLC Agreement shall terminate this on the date you cease to be a Member following either (i) the sale pursuant to Section 10.1(b), 10.6, 10.8(d)(i) or 10.8(d)(ii) of the LLC Agreement of one hundred percent (100%) of your Interest to any other Member or third-party purchaser which, in each case, is not an Affiliate of yours or (ii) the distribution to you of one hundred percent (100%) of your pro rata share (determined in accordance with Section 7.1(hyour Consortium Percentage Interest) unless the Company delivers to BRPA a written notice advising BRPA that the Company Board proposes to take such action. For purposes of this Agreement, “Superior Proposal” means a bona fide and written Acquisition Proposal made after the date hereof that the Company Board in good faith determines (after consultation with its outside legal counsel) is reasonably likely to be consummated in accordance with its terms and would, if consummated, result in a transaction that is more favorable from a financial point of view to the stockholders of the Company (solely in their capacity as such) than the transactions contemplated hereby after taking into account all such factors and matters deemed relevant in good faith by the Company Board, including legal, financial (including the financing terms of any such proposal), regulatory, timing or other aspects of such proposal and this Agreement Investment and the transactions contemplated herebyother Assets of the Consortium pursuant to Section 10.8(a) or 10.8(b) of the LLC Agreement.

Exclusivity. (a) During the Interim Periodperiod commencing on the date hereof and for so long as any Preferred Shares remain outstanding, to neither the extent not inconsistent with Company nor any of its affiliates or Subsidiaries, nor any of its or their respective officers, employees, directors, agents or other representatives, will, without the fiduciary duties prior written consent of the BRPA BoardBuyer (which consent may be withheld, BRPA shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their Representatives not todelayed or conditioned in the Buyer’s sole discretion), directly or indirectly, : (a) solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond accept any other inquiries, proposals or offers from any Person (other than the Buyer) relating to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, exchange (i) of any Business Combination, merger, or sale security of ownership interests or material assets of BRPA, or a recapitalization, share exchange, or similar transaction with respect to BRPA the Company or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or for any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “BRPA Competing Transactions”). In addition, BRPA will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any BRPA Competing Transaction. BRPA will promptly (and in any event within two (2) Business Days) notify security of the Company if BRPA or any of its Subsidiaries, orexcept to the extent (x) consummated pursuant to an exchange registered under a registration statement of the Company filed pursuant to the 1933 Act and declared effective by the SEC or (y) such exchange is exempt from registration pursuant to an exemption provided under the 1933 Act (other than Section 3(a)(10) of the 1▇▇▇ ▇▇▇) or (ii) of any indebtedness or other securities of, to BRPA’s knowledgeor claim against, the Company or any of BRPA’s Representatives receives its Subsidiaries relying on the exemption provided by Section 3(a)(10) of the 1933 Act (any inquirysuch transaction described in clauses (i) or (ii), proposalan “Exchange Transaction”); (b) enter into, offer effect, alter, amend, announce or submission recommend to its stockholders any Exchange Transaction with any Person (other than the Buyer); or (c) participate in any discussions, conversations, negotiations or other communications with any Person (other than the Buyer) regarding any Exchange Transaction, or furnish to any Person (other than the Buyer) any information with respect to a BRPA Competing any Exchange Transaction, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any Person (other than the Buyer) to seek an Exchange Transaction (including involving the identity Company or any of its Subsidiaries. Notwithstanding the foregoing or anything contained herein to the contrary, for so long as any Preferred Shares remain outstanding, neither the Company nor any of its affiliates or Subsidiaries, nor any of its or their respective officers, employees, directors, agents or other representatives, will, without the prior written consent of the Person making such inquiry Buyer (which consent may be withheld, delayed or submitting such proposal, offer or submissionconditioned in the Buyer’s sole discretion), after the execution and delivery of this Agreement, and will provide the Company with a copy of such inquiry, proposal, offer or submission. (b) During the Interim Period, to the extent not inconsistent with the fiduciary duties of the Company Board, the Company shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their Representatives not to, directly or indirectly, solicitcooperate in any way, initiateassist or participate in, enter intofacilitate or encourage any effort or attempt by any Person (other than the Buyer) to effect any acquisition of securities or indebtedness of, or continue claim against, the Company by such Person from an existing holder of such securities, indebtedness or claim in connection with a proposed exchange of such securities or indebtedness of, or claim against, the Company (whether pursuant to Section 3(a)(9) or 3(a)(10) of the 1933 Act or otherwise) (a “Third Party Exchange Transfer”). The Company, its affiliates and Subsidiaries, and each of its and their respective officers, employees, directors, agents or other representatives shall immediately cease and cause to be terminated all existing discussions, negotiationsconversations, or transactions with, or encourage or respond negotiations and other communications with any Persons (other than the Buyer) with respect to any inquiries of the foregoing. The Company shall promptly (and in no event later than 24 hours after receipt) notify (which notice shall be provided orally and in writing and shall identify the Person making the inquiry, request, proposal or offer and set forth the material terms thereof) the Buyer after receipt of any inquiry, request, proposal or offer relating to any Exchange Transaction or Third Party Exchange Transfer, and shall promptly (and in no event later than 24 hours after receipt) provide copies to the Buyer of any written inquiries, requests, proposals byor offers relating thereto. The Company agrees that it and its affiliates and Subsidiaries, and each of its and their respective officers, employees, directors, agents or provide other representatives will not enter into any agreement with any Person subsequent to the date hereof which prohibits the Company from providing any information to the Buyer in accordance with this provision. For all purposes of this Agreement, violations of the restrictions set forth in this Section 4(w) by any Person relating to, Subsidiary or enter into or consummate any transaction relating to, (i) any merger or sale of ownership interests or material assets affiliate of the Company, or a recapitalizationany officer, share exchangeemployee, director, agent or similar transaction with respect to other representative of the Company or any of its Subsidiaries or (iiaffiliates shall be deemed a direct breach of this Section 4(w) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit by the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “Company Competing Transactions”). In addition, the Company will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Competing Transaction. The Company will promptly (and in any event within two (2) Business Days) notify BRPA if the Company or any of its Subsidiaries, or, to the Company’s knowledge, any of the Company’s Representatives receives any inquiry, proposal, offer or submission with respect to a Company Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide BRPA with a copy of such inquiry, proposal, offer or submission. (c) Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall restrict or limit the ability of the Company Board or the BRPA Board from exercising or acting in accordance with their respective fiduciary duties under applicable law. The Parties agree that the rights and remedies for noncompliance with this Section 4.4 include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy for such injury. (d) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Company Stockholder Approval, the Company Board determines in good faith, after consultation with its outside legal counsel, in response to any proposal or offer from any Person or “group” (as defined in the Exchange Act) to the Company or the Company Board with respect to a Company Competing Transaction (such proposal or offer, an “Acquisition Proposal”) that such Acquisition Proposal constitutes a Superior Proposal and that the failure to terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties under applicable law, the Company or the Company Board may, prior to obtaining the Company Stockholder Approval, terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal; provided, that the Company pays to BRPA the Termination Fee required to be paid pursuant Section 7.2(b)(i) at or after the time of such termination in accordance with Section 7.2(b)(i); provided, further, that the Company will not be entitled to terminate this Agreement in accordance with Section 7.1(h) unless the Company delivers to BRPA a written notice advising BRPA that the Company Board proposes to take such action. For purposes of this Agreement, “Superior Proposal” means a bona fide and written Acquisition Proposal made after the date hereof that the Company Board in good faith determines (after consultation with its outside legal counsel) is reasonably likely to be consummated in accordance with its terms and would, if consummated, result in a transaction that is more favorable from a financial point of view to the stockholders of the Company (solely in their capacity as such) than the transactions contemplated hereby after taking into account all such factors and matters deemed relevant in good faith by the Company Board, including legal, financial (including the financing terms of any such proposal), regulatory, timing or other aspects of such proposal and this Agreement and the transactions contemplated hereby.

Exclusivity. (a) During the Interim Pre-Closing Period, to the extent not inconsistent with the fiduciary duties of the BRPA BoardOsmotica Shareholders, BRPA Osmotica and New HoldCo shall not, and shall cause its Subsidiaries their respective subsidiaries not to, and shall use its reasonable best efforts to cause its and not permit any of their respective Representatives not to, directly or indirectly, solicit(i) discuss, initiatenegotiate, enter intoundertake, or continue discussionsauthorize, negotiationsrecommend, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, propose or enter into or consummate any transaction relating to, (i) any Business Combination, involving a merger, or sale of ownership interests or material assets of BRPA, or a recapitalizationconsolidation, share exchange, business combination, purchase or similar transaction disposition of any securities, or the purchase or disposition of a material portion of the assets of any of the Osmotica Companies or New HoldCo or any capital stock of any of the Osmotica Companies or New HoldCo other than the Transactions (an “Osmotica Acquisition Transaction”), (ii) knowingly facilitate, knowingly encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of an Osmotica Acquisition Transaction, (iii) furnish or cause to be furnished, to any person or entity, any information concerning the business, operations, properties or assets of any of the Osmotica Companies or New HoldCo in connection with an Osmotica Acquisition Transaction, (iv) enter into any agreement, letter of intent, term sheet or other documentation with respect to BRPA any Osmotica Acquisition Transaction, or (v) otherwise cooperate in any way with, or assist or participate in, knowingly facilitate or knowingly encourage, any effort or attempt by any other person or entity to do or seek any of its Subsidiaries or (ii) any financingthe foregoing. The Osmotica Shareholders, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger Osmotica and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “BRPA Competing Transactions”). In addition, BRPA willNew HoldCo shall, and will shall cause its Subsidiaries their respective subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly immediately cease and cause to be terminated any and all existing discussions or negotiations with any Person person (other than the Osmotica Shareholders and Osmotica) conducted heretofore with respect to any BRPA Competing Transactionof the foregoing. BRPA will promptly (and in Osmotica shall inform Vertical/Trigen of the identity of any event within two (2) Business Days) notify the Company if BRPA or any of its Subsidiaries, or, to BRPA’s knowledge, any of BRPA’s Representatives receives person making any inquiry, proposal, or offer or submission with respect to a BRPA Competing an Osmotica Acquisition Transaction (including the identity within one Business Day of the Person making receiving or becoming aware of any such inquiry or submitting such inquiry, proposal, offer or submission)offer, after along with the execution and delivery of this Agreementmaterial terms, conditions, and will provide the Company with a copy other aspects of such inquiry, proposal, or offer (including a copy of any written materials received from such person making such inquiry, proposal, or submissionoffer). (b) During the Interim Pre-Closing Period, to the extent not inconsistent with the fiduciary duties of the Company Board, the Company Vertical/Trigen Shareholders and Vertical/Trigen shall not, and shall cause its Subsidiaries their respective subsidiaries not to, and shall use its reasonable best efforts to cause its and not permit any of their respective Representatives not to, directly or indirectly, solicit(i) discuss, initiatenegotiate, enter intoundertake, or continue discussionsauthorize, negotiationsrecommend, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, propose or enter into or consummate any transaction relating toinvolving a merger, (i) any merger or sale of ownership interests or material assets of the Company, or a recapitalizationconsolidation, share exchange, business combination, purchase or similar transaction disposition of any securities, or the purchase or disposition of a material portion of the assets of any of the Vertical/Trigen Companies or any capital stock of any of the Vertical/Trigen Companies other than the Transactions (a “Vertical/Trigen Acquisition Transaction”), (ii) knowingly facilitate, knowingly encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of a Vertical/Trigen Acquisition Transaction, (iii) furnish or cause to be furnished, to any person or entity, any information concerning the business, operations, properties or assets of any of the Vertical/Trigen Companies in connection with a Vertical/Trigen Acquisition Transaction, (iv) enter into any agreement, letter of intent, term sheet or other documentation with respect to the Company any Vertical/Trigen Acquisition Transaction, or (v) otherwise cooperate in any way with, or assist or participate in, knowingly facilitate or knowingly encourage, any effort or attempt by any other person or entity to do or seek any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger foregoing. The Vertical/Trigen Shareholders and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “Company Competing Transactions”). In addition, the Company willVertical/Trigen shall, and will shall cause its Subsidiaries their respective subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly immediately cease and cause to be terminated any and all existing discussions or negotiations with any Person person (other than the Vertical/Trigen Shareholders and Vertical/Trigen) conducted heretofore with respect to any Company Competing Transaction. The Company will promptly (and in any event within two (2) Business Days) notify BRPA if the Company or any of its Subsidiaries, or, to the Company’s knowledge, any of the Company’s Representatives receives foregoing. Vertical/Trigen shall inform Osmotica of the identity of any person making any inquiry, proposal, or offer or submission with respect to a Company Competing Vertical/Trigen Acquisition Transaction (including the identity within one Business Day of the Person making receiving or becoming aware of any such inquiry or submitting such inquiry, proposal, offer or submission)offer, after along with the execution and delivery of this Agreementmaterial terms, conditions, and will provide BRPA with a copy other aspects of such inquiry, proposal, offer or submission. (c) Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall restrict or limit the ability of the Company Board or the BRPA Board from exercising or acting in accordance with their respective fiduciary duties under applicable law. The Parties agree that the rights and remedies for noncompliance with this Section 4.4 include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy for such injury. (d) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Company Stockholder Approval, the Company Board determines in good faith, after consultation with its outside legal counsel, in response to any proposal or offer (including a copy of any written materials received from any Person or “group” (as defined in the Exchange Act) to the Company or the Company Board with respect to a Company Competing Transaction (such proposal person making such inquiry, proposal, or offer, an “Acquisition Proposal”) that such Acquisition Proposal constitutes a Superior Proposal and that the failure to terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties under applicable law, the Company or the Company Board may, prior to obtaining the Company Stockholder Approval, terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal; provided, that the Company pays to BRPA the Termination Fee required to be paid pursuant Section 7.2(b)(i) at or after the time of such termination in accordance with Section 7.2(b)(i); provided, further, that the Company will not be entitled to terminate this Agreement in accordance with Section 7.1(h) unless the Company delivers to BRPA a written notice advising BRPA that the Company Board proposes to take such action. For purposes of this Agreement, “Superior Proposal” means a bona fide and written Acquisition Proposal made after the date hereof that the Company Board in good faith determines (after consultation with its outside legal counsel) is reasonably likely to be consummated in accordance with its terms and would, if consummated, result in a transaction that is more favorable from a financial point of view to the stockholders of the Company (solely in their capacity as such) than the transactions contemplated hereby after taking into account all such factors and matters deemed relevant in good faith by the Company Board, including legal, financial (including the financing terms of any such proposal), regulatory, timing or other aspects of such proposal and this Agreement and the transactions contemplated hereby.

Exclusivity. (a) During From and after the Interim Period, to date hereof until the extent not inconsistent with the fiduciary duties earlier of the BRPA BoardClosing or the termination of this Agreement in accordance with its terms, BRPA except as set forth on Schedule 6.08, the Seller Parties shall not, and Seller shall cause each of its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their respective Representatives not to, directly or indirectly, (a) solicit, initiate, enter intofacilitate, support, seek, induce, entertain or knowingly encourage, or continue discussionstake any action to solicit, negotiationsinitiate, facilitate, support, seek, induce, entertain or transactions withknowingly encourage any inquiries, announcements or encourage or respond to any inquiries or proposals by, or provide any information to any Person communications relating to, or the making of any submission, proposal or offer that constitutes or that would reasonably be expected to lead to, an Acquisition Proposal, (b) enter into into, participate in, maintain or consummate continue any transaction discussions or negotiations relating to, (i) any Business Combination, merger, or sale of ownership interests or material assets of BRPA, or a recapitalization, share exchange, or similar transaction Acquisition Proposal with respect to BRPA any Person other than the Buyer or any of its Subsidiaries or their respective Representatives (ii) it being understood that informing a Person of the existence of this Agreement after any financing, investment, acquisition, purchase, merger, sale such Person contacts a Seller Party or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger of its Subsidiaries regarding an Acquisition Proposal and the other Transactionsrestrictions set forth in this Section 6.08 shall not be a breach of this Section 6.08), in each case, (c) furnish to any Person other than the Merger Buyer, any of its Subsidiaries or any of their respective Representatives any information that the Seller Parties reasonably expect would be used for the purposes of formulating any inquiry, expression of interest, proposal or offer relating to an Acquisition Proposal, or take any other action regarding any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal or (d) accept any Acquisition Proposal or enter into any agreement, arrangement or understanding (whether written or oral) providing for the consummation of any transaction contemplated by any Acquisition Proposal or otherwise relating to any Acquisition Proposal. From and after the other Transactions (date hereof until the transactions Closing Date or the valid termination of this Agreement in subsections (i) and (ii)accordance with Article VIII, collectively “BRPA Competing Transactions”). In addition, BRPA willthe Seller Parties shall, and will Seller shall cause each of its Subsidiaries and use reasonable best efforts to cause its and their respective Representatives to, promptly immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Person Persons conducted heretofore prior to or on the date of this Agreement with respect to any BRPA Competing TransactionAcquisition Proposal. BRPA will promptly From and after the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its terms, Seller shall provide the Buyer with: (and in i) a written description of any event within two expression of interest, inquiry, proposal or offer relating to a possible Acquisition Proposal, or any request for information that would reasonably be expected to be used for the purposes of formulating any inquiry, proposal or offer regarding a possible Acquisition Proposal, that is received by any Seller Party or any of their respective Representatives from any Person (2) Business Days) notify other than the Company if BRPA Buyer or any of its SubsidiariesSubsidiaries or its Representatives) after the date hereof, orincluding in such description the identity of the Person from which such expression of interest, to BRPA’s knowledge, any of BRPA’s Representatives receives any inquiry, proposal, offer or submission with respect to a BRPA Competing Transaction request for information was received (including the identity of “Other Interested Party”) and the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide the Company with a copy material terms of such expression of interest, inquiry, proposal, offer or submission. request for information; and (bii) During the Interim Period, to the extent not inconsistent with the fiduciary duties a copy of each written communication and a complete summary of each other communication transmitted on behalf of the Company Board, the Company shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their Representatives not to, directly or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (i) any merger or sale of ownership interests or material assets of the Company, or a recapitalization, share exchange, or similar transaction with respect to the Company Other Interested Party or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the CompanyOther Interested Party’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “Company Competing Transactions”). In addition, the Company will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Competing Transaction. The Company will promptly (and in Seller Party, any event within two (2) Business Days) notify BRPA if the Company of Seller Party’s Subsidiaries or any of its Subsidiaries, or, to the Company’s knowledgetheir respective Representatives or transmitted on behalf of any Seller Party, any of Seller Party’s Subsidiaries or any of their respective Representatives to the Company’s Representatives receives Other Interested Party or any inquiry, proposal, offer or submission with respect to a Company Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide BRPA with a copy of such inquiry, proposal, offer or submissionOther Interested Party’s Representatives. (c) Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall restrict or limit the ability of the Company Board or the BRPA Board from exercising or acting in accordance with their respective fiduciary duties under applicable law. The Parties agree that the rights and remedies for noncompliance with this Section 4.4 include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy for such injury. (d) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Company Stockholder Approval, the Company Board determines in good faith, after consultation with its outside legal counsel, in response to any proposal or offer from any Person or “group” (as defined in the Exchange Act) to the Company or the Company Board with respect to a Company Competing Transaction (such proposal or offer, an “Acquisition Proposal”) that such Acquisition Proposal constitutes a Superior Proposal and that the failure to terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties under applicable law, the Company or the Company Board may, prior to obtaining the Company Stockholder Approval, terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal; provided, that the Company pays to BRPA the Termination Fee required to be paid pursuant Section 7.2(b)(i) at or after the time of such termination in accordance with Section 7.2(b)(i); provided, further, that the Company will not be entitled to terminate this Agreement in accordance with Section 7.1(h) unless the Company delivers to BRPA a written notice advising BRPA that the Company Board proposes to take such action. For purposes of this Agreement, “Superior Proposal” means a bona fide and written Acquisition Proposal made after the date hereof that the Company Board in good faith determines (after consultation with its outside legal counsel) is reasonably likely to be consummated in accordance with its terms and would, if consummated, result in a transaction that is more favorable from a financial point of view to the stockholders of the Company (solely in their capacity as such) than the transactions contemplated hereby after taking into account all such factors and matters deemed relevant in good faith by the Company Board, including legal, financial (including the financing terms of any such proposal), regulatory, timing or other aspects of such proposal and this Agreement and the transactions contemplated hereby.

Exclusivity. With the exception of the Potential Transaction, during the period beginning on the date hereof and ending at the earlier of (ax) During 11:59pm Pacific Time on June 23, 2016, or (y) notification by Cavium to QLogic pursuant to Section 4 of the Interim PeriodNDA that Cavium has determined not to proceed with the Potential Transaction, QLogic nor any of its Representatives (as defined below) will, directly or indirectly, (i) agree to, solicit, initiate, or knowingly encourage any expression of interest, offer, proposal or inquiry from any party relating to any potential acquisition, sale, merger or consolidation, or tender offer or exchange offer with respect to, QLogic or any of its subsidiaries, or any acquisition or other transfer of any material portion of the business, assets or equity interests of QLogic and its subsidiaries, taken as a whole (an “Acquisition Proposal”), (ii) participate in any negotiations regarding, or furnish any person any information or access to the extent not inconsistent books and records of QLogic or any of its subsidiaries in connection with, an Acquisition Proposal, or (iii) release any third party from, or waive any provision of, any confidentiality, non-solicitation or standstill agreement to which QLogic or any of its direct or indirect subsidiaries is a party in connection with the fiduciary duties of the BRPA Board, BRPA shall not, shall cause its Subsidiaries not toany Acquisition Proposal. QLogic will, and shall will use its reasonable best efforts to cause its and their Representatives not to, directly immediately cease and cause to be terminated all contacts or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond negotiations with parties other than Cavium and its Representatives related to any inquiries or proposals byAcquisition Proposal, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (i) any Business Combination, merger, or sale of ownership interests or material assets of BRPA, or a recapitalization, share exchange, or similar transaction with respect to BRPA and if QLogic or any of its Subsidiaries Representatives receives an expression of interest, offer, proposal or inquiry relating to an Acquisition Proposal, neither QLogic nor its Representatives shall respond (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger to acknowledge receipt and the other Transactions (the transactions in subsections (i) and (iiindicate that QLogic may not further respond), collectively and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest, offer, proposal or inquiry, which written notice shall, except to the extent restricted by an agreement existing on the date hereof with such person, include the identity of the third party making such expression of interest, offer, proposal or inquiry, a copy of such expression of interest, offer, proposal or inquiry, if in writing, or a summary of the material terms and conditions of such expression of interest, offer, proposal or inquiry, if not in writing. The term “BRPA Competing Transactions”). In additionRepresentatives” shall mean, BRPA will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any BRPA Competing Transaction. BRPA will promptly (and in any event within two (2) Business Days) notify the Company if BRPA or any of its Subsidiaries, or, to BRPA’s knowledgeentity, any affiliates of BRPA’s Representatives receives any inquirysuch entity, proposalincluding, offer or submission with respect to a BRPA Competing Transaction (including without limitation, the identity direct and indirect subsidiaries of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreemententity, and will provide the Company with a copy of such inquiryentity’s and its affiliates’ directors, proposalofficers, offer or submission. employees, representatives (b) During the Interim Periodincluding, to the extent not inconsistent with the fiduciary duties of the Company Board, the Company shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their Representatives not to, directly or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (i) any merger or sale of ownership interests or material assets of the Company, or a recapitalization, share exchange, or similar transaction with respect to the Company or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “Company Competing Transactions”). In addition, the Company will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Competing Transaction. The Company will promptly (and in any event within two (2) Business Days) notify BRPA if the Company or any of its Subsidiaries, or, to the Company’s knowledge, any of the Company’s Representatives receives any inquiry, proposal, offer or submission with respect to a Company Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide BRPA with a copy of such inquiry, proposal, offer or submission. (c) Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall restrict or limit the ability of the Company Board or the BRPA Board from exercising or acting in accordance with their respective fiduciary duties under applicable law. The Parties agree that the rights and remedies for noncompliance with this Section 4.4 include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy for such injury. (d) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Company Stockholder Approval, the Company Board determines in good faith, after consultation with its outside legal counsel, in response to any proposal or offer from any Person or “group” (as defined in the Exchange Act) to the Company or the Company Board with respect to a Company Competing Transaction (such proposal or offer, an “Acquisition Proposal”) that such Acquisition Proposal constitutes a Superior Proposal and that the failure to terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties under applicable law, the Company or the Company Board may, prior to obtaining the Company Stockholder Approval, terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal; provided, that the Company pays to BRPA the Termination Fee required to be paid pursuant Section 7.2(b)(i) at or after the time of such termination in accordance with Section 7.2(b)(i); provided, further, that the Company will not be entitled to terminate this Agreement in accordance with Section 7.1(h) unless the Company delivers to BRPA a written notice advising BRPA that the Company Board proposes to take such action. For purposes of this Agreement, “Superior Proposal” means a bona fide and written Acquisition Proposal made after the date hereof that the Company Board in good faith determines (after consultation with its outside legal counsel) is reasonably likely to be consummated in accordance with its terms and would, if consummated, result in a transaction that is more favorable from a financial point of view to the stockholders of the Company (solely in their capacity as such) than the transactions contemplated hereby after taking into account all such factors and matters deemed relevant in good faith by the Company Board, including legalwithout limitation, financial (including the financing terms of any such proposal)advisors, regulatory, timing attorneys and accountants) or other aspects of such proposal and this Agreement and the transactions contemplated herebyagents.

Exclusivity. Except for those planned dispositions of non-core assets publicly disclosed by Macrovision Corporation in its presentation to RiskMetrics Group representatives on April 8, 2008 publicly filed on April 8, 2008 (a) During other than the Interim Perioddisposition of assets contemplated as a result of this Agreement), to the extent Seller shall not inconsistent with the fiduciary duties of the BRPA Board, BRPA shall not, (and Seller shall cause its Subsidiaries affiliates, representatives, officers, managers, employees, directors and agents not to, and shall use its reasonable best efforts to cause its and their Representatives not to), directly or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (ia) any Business Combination, merger, or sale of ownership interests or material assets of BRPA, or a recapitalization, share exchange, or similar transaction with respect to BRPA or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “BRPA Competing Transactions”). In addition, BRPA will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any BRPA Competing Transaction. BRPA will promptly (and in any event within two (2) Business Days) notify the Company if BRPA or any of its Subsidiaries, or, to BRPA’s knowledge, any of BRPA’s Representatives receives any inquiry, proposal, offer or submission with respect to a BRPA Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide the Company with a copy of such inquiry, proposal, offer or submission. (b) During the Interim Period, to the extent not inconsistent with the fiduciary duties of the Company Board, the Company shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their Representatives not to, directly or indirectlysubmit, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (i) any merger or sale of ownership interests or material assets of the Company, or a recapitalization, share exchange, or similar transaction with respect to the Company or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “Company Competing Transactions”). In addition, the Company will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Competing Transaction. The Company will promptly (and in any event within two (2) Business Days) notify BRPA if the Company or any of its Subsidiaries, or, to the Company’s knowledge, any of the Company’s Representatives receives any inquiry, proposal, offer or submission with respect to a Company Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide BRPA with a copy of such inquiry, proposal, offer or submission. (c) Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall restrict or limit the ability of the Company Board or the BRPA Board from exercising or acting in accordance with their respective fiduciary duties under applicable law. The Parties agree that the rights and remedies for noncompliance with this Section 4.4 include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy for such injury. (d) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Company Stockholder Approval, the Company Board determines in good faith, after consultation with its outside legal counsel, in response to discuss any proposal or offer from any Person (other than Buyer and its affiliates in connection with the transactions contemplated hereby) or “group” enter into any agreement or accept any offer relating to or consummate (as defined other than this Agreement or in connection with the transactions contemplated by this Agreement) any (i) reorganization, liquidation, dissolution or recapitalization of solely the Network Business or the Equity Interests, (ii) merger or consolidation involving solely the Network Business or the Equity Interests, (iii) purchase or sale of all or substantially all of the assets of the Company and its Subsidiaries used exclusively in the Exchange ActNetwork Business (other than in the ordinary course of business), or (iv) similar transaction or business combination involving solely the Network Business or the Equity Interests (each of the foregoing transactions described in clauses (i) through (iv), a “Business Transaction”) or (b) furnish any information with respect to, assist or participate in or facilitate in any other manner any effort or attempt by any Person (other than Buyer and its affiliates) to do or seek to do any of the Company foregoing. Seller agrees to notify Buyer immediately if any Person makes any proposal, offer, inquiry or the Company Board contact with respect to a Company Competing Transaction Business Transaction. Seller represents and warrants that Seller and its affiliates have each ceased all discussions with all Persons (such proposal other than Buyer) regarding all of the foregoing, and that neither Seller nor any Seller’s officers, directors, affiliates, partners, trustees, agents or representatives is a party to or bound by any agreement relating to any of the foregoing, other than agreements with Buyer. Seller hereby agrees to notify Buyer immediately upon the receipt of any proposal, offer, an “Acquisition Proposal”) that such Acquisition Proposal constitutes a Superior Proposal and that the failure to terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement inquiry or contact with respect to a Business Transaction and will promptly provide Buyer with copies of and disclose to Buyer the details concerning any such Superior Proposal would be inconsistent with its fiduciary duties under applicable lawproposal, inquiry or contact. For the avoidance of doubt, this Section 7.3 shall not apply to, or limit in any way, the Company submission, solicitation, initiation, encouragement or discussion of proposals or offers from any Person, or the Company Board mayentry into any agreement or acceptance of any offer relating to, prior or the consummation of (i) the direct or indirect acquisition or purchase of all or any portion of the capital stock or equity interests of Parent or any of its Subsidiaries or assets of Parent or any of its Subsidiaries, (ii) any merger, consolidation or other business combination relating to obtaining the Company Stockholder ApprovalParent or any of its Subsidiaries, terminate this Agreement pursuant or (iii) a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to Section 7.1(h) to enter into a definitive agreement with respect to such Superior ProposalParent or any of its Subsidiaries; provided, that the Company pays to BRPA the Termination Fee required any Person involved in a transaction covered by this paragraph shall agree in writing to be paid pursuant Section 7.2(b)(i) at or after bound by the time terms of such termination in accordance with Section 7.2(b)(i); provided, further, that the Company will not be entitled to terminate this Agreement in accordance connection with Section 7.1(h) unless the Company delivers to BRPA a written notice advising BRPA that the Company Board proposes to take such action. For purposes of this Agreement, “Superior Proposal” means a bona fide and written Acquisition Proposal made after the date hereof that the Company Board in good faith determines (after consultation with its outside legal counsel) is reasonably likely to be consummated in accordance with its terms and would, if consummated, result in a transaction that is more favorable from a financial point of view to the stockholders of the Company (solely in their capacity as such) than the transactions contemplated hereby after taking into account all such factors and matters deemed relevant in good faith by the Company Board, including legal, financial (including the financing terms of any such proposal), regulatory, timing or other aspects of such proposal and this Agreement and the transactions contemplated herebytransaction.

Exclusivity. (a) During the Interim Exclusivity Period, to the extent not inconsistent with the fiduciary duties of the BRPA Board, BRPA shall Company will not, shall cause nor will it authorize or permit any of its Subsidiaries not toofficers, and shall use its reasonable best efforts to cause its and their Representatives not directors, Affiliates or employees, or any investment banker, attorney or other advisor or representative retained by it to, directly or indirectly, indirectly (i) solicit, initiateinitiate or induce the making, enter intosubmission or announcement of any Acquisition Proposal, (ii) participate in any discussions or negotiations regarding, or continue discussions, negotiationsfurnish to any person any non-public information with respect to, or transactions with, or encourage or respond take any other action to facilitate any inquiries or proposals bythe making of any proposal that constitutes, or provide any information may reasonably be expected to any Person relating lead to, or enter into or consummate any transaction relating toAcquisition Proposal, (iiii) engage in discussions with any Business Combination, merger, or sale of ownership interests or material assets of BRPA, or a recapitalization, share exchange, or similar transaction person with respect to BRPA any Acquisition Proposal, except as to disclose the existence of these provisions, (iv) endorse or recommend any Acquisition Proposal, or (v) enter into any letter of intent or similar document or any of contract, agreement or commitment contemplating or otherwise relating to any Acquisition Proposal. The Company and its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “BRPA Competing Transactions”). In addition, BRPA will, and will cause its Subsidiaries their respective officers, directors, Affiliates, employees, investment bankers, attorneys and use reasonable best efforts to cause its other advisors and their Representatives representatives to, promptly immediately cease any and all existing activities, discussions or negotiations with any Person parties conducted heretofore with respect to any BRPA Competing TransactionAcquisition Proposal. BRPA will promptly (and in Without limiting the foregoing, it is understood that any event within two (2) Business Days) notify the Company if BRPA or any of its Subsidiaries, or, to BRPA’s knowledge, any of BRPA’s Representatives receives any inquiry, proposal, offer or submission with respect to a BRPA Competing Transaction (including the identity violation of the Person making such inquiry restrictions set forth in the preceding two sentences by any officer, director or submitting such proposal, offer or submission), after the execution and delivery employee of this Agreement, and will provide the Company with a copy of such inquiry, proposal, offer or submission. (b) During the Interim Period, to the extent not inconsistent with the fiduciary duties of the Company Board, the Company shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their Representatives not to, directly or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (i) any merger or sale of ownership interests or material assets of the Company, or a recapitalization, share exchange, or similar transaction with respect to the Company or any of its Subsidiaries or (ii) any financinginvestment banker, investment, acquisition, purchase, merger, sale attorney or any other similar transaction that would restrict, prohibit advisor or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “Company Competing Transactions”). In addition, the Company will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Competing Transaction. The Company will promptly (and in any event within two (2) Business Days) notify BRPA if representative of the Company or any of its Subsidiaries, or, which violation was known to the Company’s knowledgemanagement and not ceased immediately thereafter, shall be deemed to be a breach of this Section 6.4 by the Company. Notwithstanding any provision in this Section 6.4 to the contrary, the Company shall be entitled to engage in discussions with potential investors who are not strategic investors regarding debt or equity funding, but the Company shall not consummate any such funding transaction until the Exclusivity Period has expired. (b) In addition to the obligations of the Company’s Representatives receives Company set forth in subsection (a) of this Section 6.4, the Company as promptly as practicable shall advise BSC in writing of any inquiryAcquisition Proposal received during the Exclusivity Period or of any request for nonpublic information or other inquiry during the Exclusivity Period which the Company reasonably believes could lead to an Acquisition Proposal, proposalthe material terms and conditions of such Acquisition Proposal (to the extent known), offer or submission with respect to a Company Competing Transaction (including and the identity of the Person person or group making any such request, inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide BRPA with a copy of such inquiry, proposal, offer or submission. (c) Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall restrict or limit the ability of the Company Board or the BRPA Board from exercising or acting in accordance with their respective fiduciary duties under applicable law. The Parties agree that the rights and remedies for noncompliance with this Section 4.4 include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy for such injury. (d) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Company Stockholder Approval, the Company Board determines in good faith, after consultation with its outside legal counsel, in response to any proposal or offer from any Person or “group” (as defined in the Exchange Act) to the Company or the Company Board with respect to a Company Competing Transaction (such proposal or offer, an “Acquisition Proposal”) that such Acquisition Proposal constitutes a Superior Proposal and that the failure to terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties under applicable law, the Company or the Company Board may, prior to obtaining the Company Stockholder Approval, terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal; provided, that the Company pays to BRPA the Termination Fee required to be paid pursuant Section 7.2(b)(i) at or after the time of such termination in accordance with Section 7.2(b)(i); provided, further, that the Company will not be entitled to terminate this Agreement in accordance with Section 7.1(h) unless the Company delivers to BRPA a written notice advising BRPA that the Company Board proposes to take such action. For purposes of this Agreement, “Superior Proposal” means a bona fide and written Acquisition Proposal made after the date hereof that the Company Board in good faith determines (after consultation with its outside legal counsel) is reasonably likely to be consummated in accordance with its terms and would, if consummated, result in a transaction that is more favorable from a financial point of view to the stockholders of the Company (solely in their capacity as such) than the transactions contemplated hereby after taking into account all such factors and matters deemed relevant in good faith by the Company Board, including legal, financial (including the financing terms of any such proposal), regulatory, timing or other aspects of such proposal and this Agreement and the transactions contemplated hereby.

Exclusivity. (a) During From and after the Interim Perioddate of this Agreement until the Effective Time or the earlier termination of this Agreement pursuant to its terms, the Company and the Shareholder will not, nor will the Company or the Shareholder authorize or permit (to the extent not inconsistent with the fiduciary duties within their power and authority) any of the BRPA BoardCompany’s directors, BRPA officers, Affiliates, employees or any investment banker, advisor, representatives or other agent of the Company or the Shareholder to (and they shall not, shall cause its Subsidiaries instruct each such representative or other agent not to, and shall use its reasonable best efforts to cause its and their Representatives not to), directly or indirectly, : (i) solicit, initiateinitiate or induce the making, enter intosubmission or announcement of any Acquisition Proposal, (ii) participate in any discussions or negotiations regarding, or continue discussions, negotiationsfurnish to any Person any nonpublic information with respect to, or transactions with, or encourage or respond take any other action to facilitate any inquiries or proposals bythe making of any proposal that constitutes, or provide may reasonably be expected to lead to, any information Acquisition Proposal, (iii) approve, endorse or recommend any Acquisition Proposal, or (iv) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Person relating to, or enter into or consummate any transaction relating to, (i) any Business Combination, merger, or sale of ownership interests or material assets of BRPA, or a recapitalization, share exchange, or similar transaction with respect to BRPA or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “BRPA Competing Transactions”)Acquisition Proposal. In addition, BRPA will, and The Company will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly immediately cease any and all existing activities, discussions or negotiations with any Person Persons conducted heretofore with respect to any BRPA Competing Transaction. BRPA will Acquisition Proposal, and promptly (after the date hereof request the prompt return or destruction of all confidential information previously furnished to such Persons within the last 12 months for the purpose of evaluating a possible Acquisition Proposal and in any event within two (2) Business Days) notify require such return or destruction to the extent the Company if BRPA or has the right to do so under any applicable confidentiality agreement with such Person. The foregoing notwithstanding, the Company, the Shareholder and the Company’s directors, officers, Affiliates, employees, investment bankers, advisors, representatives and other agents may discuss any Acquisition Proposal with Buyer and with each other. (b) In addition to the obligations of its Subsidiariesthe Company set forth in Section 7.5(a), orthe Company shall, to BRPA’s knowledgeas promptly as practicable, advise Buyer of (i) any Acquisition Proposal received by the Company after the date hereof, (ii) the material terms and conditions of BRPA’s Representatives receives any inquirysuch Acquisition Proposal, proposal, offer or submission with respect to a BRPA Competing Transaction and (including iii) the identity of the Person or group making any such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide the Acquisition Proposal. The Company with a copy of such inquiry, proposal, offer or submission. (b) During the Interim Period, to the extent not inconsistent with the fiduciary duties shall keep Buyer fully informed of the Company Board, the Company shall not, shall cause its Subsidiaries not to, status and shall use its reasonable best efforts details of any such Acquisition Proposal and provide to cause its Buyer as soon as practicable after receipt or delivery thereof with copies of all correspondence and their Representatives not to, directly other written material sent by or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (i) any merger or sale of ownership interests or material assets of the Company, or a recapitalization, share exchange, or similar transaction with respect provided to the Company or any of its Subsidiaries their respective Affiliates (or (iitheir respective representatives or other agents) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “Company Competing Transactions”). In addition, the Company will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations connection with any Person conducted heretofore with respect to any Company Competing Transaction. The Company will promptly (and in any event within two (2) Business Days) notify BRPA if the Company or any of its Subsidiaries, or, to the Company’s knowledge, any of the Company’s Representatives receives any inquiry, proposal, offer or submission with respect to a Company Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide BRPA with a copy of such inquiry, proposal, offer or submissionAcquisition Proposal. (c) Notwithstanding anything In consideration for the foregoing covenants set forth in Section 7.5, Buyer shall pay to the Shareholder and the Company Payees, in accordance with the allocation set forth in the Merger Consideration Payment Schedule, a cash fee equal to $25,000 per day beginning on the 8th day following the date of this Agreement and continuing through the End Date (the “Closing Delay Fee”); provided, however, that notwithstanding anything herein to the contrary, nothing contained the Closing Delay Fee shall be payable in this Agreement shall restrict or limit the ability of the Company Board or the BRPA Board from exercising or acting in accordance with their respective fiduciary duties under applicable law. The Parties agree that the rights and remedies for noncompliance with this Section 4.4 include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury addition to the non-breaching Party Closing Cash Consideration and that money damages would not provide an adequate remedy for such injury. (d) Notwithstanding anything in this Agreement the Buyer’s obligations to pay the contrary, if, at any time prior to obtaining Closing Delay Fee shall survive the Company Stockholder Approval, the Company Board determines in good faith, after consultation with its outside legal counsel, in response to any proposal or offer from any Person or “group” (as defined in the Exchange Act) to the Company or the Company Board with respect to a Company Competing Transaction (such proposal or offer, an “Acquisition Proposal”) that such Acquisition Proposal constitutes a Superior Proposal and that the failure to terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties under applicable law, the Company or the Company Board may, prior to obtaining the Company Stockholder Approval, terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal; provided, that the Company pays to BRPA the Termination Fee required to be paid pursuant Section 7.2(b)(i) at or after the time of such termination in accordance with Section 7.2(b)(i)Closing; provided, further, that the Shareholder and the Company will Payees shall not be entitled to terminate the Closing Delay Fee for an applicable date if (i) all of the conditions to the Company’s and the Shareholder’s obligations to consummate the Closing under ARTICLE XI have been satisfied as of such date (other than any such conditions which by their nature are to be satisfied by the Closing Date) or (ii) the Company’s, the Shareholder’s or the Company Payees’ breach of this Agreement in accordance with Section 7.1(h) unless is the Company delivers to BRPA a written notice advising BRPA that the Company Board proposes to take such action. For purposes of this Agreement, “Superior Proposal” means a bona fide and written Acquisition Proposal made after the date hereof that the Company Board in good faith determines (after consultation with its outside legal counsel) is reasonably likely to be consummated in accordance with its terms and would, if consummated, result in a transaction that is more favorable from a financial point of view to the stockholders cause of the Company (solely in their capacity as such) than failure of the transactions contemplated hereby after taking into account all Closing to occur by such factors and matters deemed relevant in good faith by the Company Board, including legal, financial (including the financing terms of any such proposal), regulatory, timing or other aspects of such proposal and this Agreement and the transactions contemplated herebydate.

Exclusivity. (a) During From and after the Interim Perioddate of this Agreement, to the extent not inconsistent with the fiduciary duties of the BRPA Board, BRPA Seller shall not, and shall cause its Subsidiaries not to, Affiliates and shall use its reasonable best efforts to cause its and their its Affiliates’ respective Representatives not to, directly or indirectly, , (a) solicit, initiate, enter intoencourage, respond to or facilitate any inquiry, indication of interest, proposal or offer from any Person other than Buyer or its Representatives (an “Alternate Bidder”) relating to or in connection with a proposal or offer for, or continue discussionsinquiry in connection with, negotiationsa merger, consolidation, recapitalization, reorganization, liquidation or other direct or indirect business combination, bulk reinsurance, business combination, sale or transfer of properties or assets or sale of any Capital Stock (including by way of a tender or exchange offer), or transactions similar transaction involving the Acquired Companies or any part of the Business, whenever conducted (in each case, other than as permitted under Section 7.01 or in connection with the acquisition, disposition or custody of Investment Assets in the ordinary course of business, an “Acquisition Proposal”); (b) participate in or attend any discussions or negotiations or enter into any agreement, arrangement or understanding, whether or not legally binding, with, or encourage provide or respond to any inquiries or proposals by, or provide confirm any information to, any Alternate Bidder relating to or in connection with any Person Acquisition Proposal by such Alternate Bidder; or (c) accept any proposal or offer from any Alternate Bidder relating to a possible Acquisition Proposal or otherwise commit to, or enter into or consummate any transaction relating to, (i) contemplated by any Business Combination, merger, or sale of ownership interests or material assets of BRPA, or a recapitalization, share exchange, or similar transaction Acquisition Proposal with respect to BRPA any Alternate Bidder. If Seller or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale Affiliates or any of its or its Affiliates’ respective Representatives receives an Acquisition Proposal, Seller shall promptly notify Buyer of such inquiry, proposal or offer and provide a copy thereof (if in written or electronic form) or, if in oral form, a written summary of the terms and conditions thereof, including the names of the interested parties and any other similar transaction that would restrictwritten communications received from such Person with respect to such inquiry, prohibit proposal or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “BRPA Competing Transactions”)offer. In additionthe event of an Acquisition Proposal, BRPA willSeller shall, and will shall cause its Subsidiaries Affiliates to, use reasonable best efforts to oppose and prevent such Acquisition Proposal in the Rehabilitation and before the Rehabilitation Court and shall use reasonable best efforts to cause its the Rehabilitator and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect the Rehabilitation Court not to any BRPA Competing Transaction. BRPA will promptly (and in any event within two (2) Business Days) notify the Company if BRPA or any of its Subsidiaries, or, to BRPA’s knowledge, any of BRPA’s Representatives receives any inquiry, proposal, offer or submission with respect to a BRPA Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide the Company with a copy of such inquiry, proposal, offer or submission. (b) During the Interim Period, to the extent not inconsistent with the fiduciary duties of the Company Board, the Company shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their Representatives not to, directly or indirectly, solicit, initiate, enter intoencourage, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, facilitate, participate in, negotiate or enter into or consummate any transaction relating to, (i) any merger or sale of ownership interests or material assets of the Company, or a recapitalization, share exchange, or similar transaction with respect to the Company or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “Company Competing Transactions”). In addition, the Company willaccept such Acquisition Proposal, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Competing Transaction. The Company will promptly (and in any event within two (2) Business Days) notify BRPA if the Company or any of its Subsidiaries, or, to the Company’s knowledge, any of the Company’s Representatives receives any inquiry, proposal, offer or submission with respect to a Company Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide BRPA with a copy of such inquiry, proposal, offer or submission. (c) Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall restrict or limit the ability of the Company Board or the BRPA Board from exercising or acting in accordance with their respective fiduciary duties under applicable law. The Parties agree that the rights and remedies for noncompliance with this Section 4.4 include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy for such injury. (d) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Company Stockholder Approval, the Company Board determines in good faith, after consultation with its outside legal counsel, in response to any proposal or offer from any Person or “group” (as defined in the Exchange Act) to the Company or the Company Board with respect to a Company Competing Transaction (such proposal or offer, an “Acquisition Proposal”) that decline such Acquisition Proposal constitutes a Superior Proposal and that in the failure to terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties under applicable law, the Company or the Company Board may, prior to obtaining the Company Stockholder Approval, terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal; provided, that the Company pays to BRPA the Termination Fee required to be paid pursuant Section 7.2(b)(i) at or after the time of such termination in accordance with Section 7.2(b)(i); provided, further, that the Company will not be entitled to terminate this Agreement in accordance with Section 7.1(h) unless the Company delivers to BRPA a written notice advising BRPA that the Company Board proposes to take such action. For purposes of this Agreement, “Superior Proposal” means a bona fide and written Acquisition Proposal made after the date hereof that the Company Board in good faith determines (after consultation with its outside legal counsel) is reasonably likely to be consummated in accordance with its terms and would, if consummated, result in a transaction that is more favorable from a financial point of view to the stockholders of the Company (solely in their capacity as such) than the transactions contemplated hereby after taking into account all such factors and matters deemed relevant in good faith by the Company Board, including legal, financial (including the financing terms of any such proposal), regulatory, timing or other aspects of such proposal and this Agreement and the transactions contemplated herebyRehabilitation.

Exclusivity. (a) During the Interim Period, Prior to the extent not inconsistent with Closing, without Purchaser’s prior written consent, neither the fiduciary duties of the BRPA Board, BRPA shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their Representatives not toCompany nor any Company Subsidiary shall, directly or indirectly, take (and the Company shall not authorize or permit any directors, officers or employees of the Company or, to the extent within the Company’s control, other Affiliates or representatives of the Company or any Company Subsidiary to take) any action to (i) encourage (including by way of furnishing non-public information), solicit, initiateinitiate or facilitate any Acquisition Proposal, (ii) enter intointo any agreement with respect to any Acquisition Proposal or enter into any agreement, arrangement or continue discussionsunderstanding requiring it to abandon, negotiations, terminate or transactions fail to consummate the issuance of at least 400,000 Purchased Shares or any other transaction contemplated by this Agreement or the Transaction Documents or (iii) participate in any way in discussions or negotiations with, or encourage furnish any information to, any Person in connection with, or respond take any other action to facilitate any inquiries or proposals bythe making of any proposal that constitutes, or provide any information would reasonably be expected to any Person relating lead to, or enter into or consummate any transaction relating toAcquisition Proposal. Prior to the Closing, (i) any Business Combination, merger, or sale of ownership interests or material assets of BRPA, or a recapitalization, share exchange, or similar transaction with respect to BRPA or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “BRPA Competing Transactions”). In addition, BRPA will, and will cause its Subsidiaries and Company shall use reasonable best efforts to take all actions reasonably necessary to ensure that the directors, officers and employees of the Company or any Company Subsidiary and, to the extent within the Company’s control, other Affiliates or representatives of the Company or any Company Subsidiary, do not take or do any of the actions referenced in the immediately foregoing sentence. Upon execution of this Agreement and prior to the Closing, unless Purchaser otherwise consents in writing, the Company shall, if applicable, cease immediately and cause its and their Representatives to, promptly cease to be terminated any and all existing discussions or negotiations with any Person parties conducted heretofore with respect to any BRPA Competing Transaction. BRPA will an Acquisition Proposal and promptly request that all confidential information with respect thereto furnished on behalf of the Company be returned. (b) Prior to the Closing, the Company shall, as promptly as practicable (and in no event later than one business day after receipt thereof), advise the Purchaser of any event within two (2) Business Days) notify the Company if BRPA Acquisition Proposal, potential Acquisition Proposal, or any inquiry received by it relating to any potential Acquisition Proposal and of its Subsidiaries, or, to BRPA’s knowledge, the material terms of any of BRPA’s Representatives receives any proposal or inquiry, proposalincluding, offer or submission with respect to a BRPA Competing Transaction (including but not limited to, the identity of the Person and its Affiliates making the same, that it may receive in respect of any such inquiry Acquisition Proposal, potential Acquisition Proposal, or submitting such proposalinquiry, offer or submission)of any information requested from it or of any negotiations or discussions being sought to be initiated with it, after shall furnish to the execution and delivery of this Agreement, and will provide the Company with Purchaser a copy of any such proposal or inquiry, proposalif it is in writing, offer or submission. (b) During the Interim Perioda reasonably accurate written summary of any such proposal or inquiry, to the extent if it is not inconsistent with the fiduciary duties of the Company Board, the Company shall not, shall cause its Subsidiaries not toin writing, and shall use its reasonable best efforts to cause its and their Representatives not to, directly or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond keep the Purchaser informed on a reasonably prompt basis with respect to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (i) any merger or sale of ownership interests or material assets of the Company, or a recapitalization, share exchange, or similar transaction developments with respect to the Company or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “Company Competing Transactions”). In addition, the Company will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Competing Transaction. The Company will promptly (and in any event within two (2) Business Days) notify BRPA if the Company or any of its Subsidiaries, or, to the Company’s knowledge, any of the Company’s Representatives receives any inquiry, proposal, offer or submission with respect to a Company Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide BRPA with a copy of such inquiry, proposal, offer or submissionforegoing. (c) Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall restrict or limit the ability of the Company Board or the BRPA Board from exercising or acting in accordance with their respective fiduciary duties under applicable law. The Parties agree that the rights and remedies for noncompliance with this Section 4.4 include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy for such injury. (d) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Company Stockholder Approval, the Company Board determines in good faith, after consultation with its outside legal counsel, in response to any proposal or offer from any Person or “group” (as defined in the Exchange Act) to the Company or the Company Board with respect to a Company Competing Transaction (such proposal or offer, an “Acquisition Proposal”) that such Acquisition Proposal constitutes a Superior Proposal and that the failure to terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties under applicable law, the Company or the Company Board may, prior to obtaining the Company Stockholder Approval, terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal; provided, that the Company pays to BRPA the Termination Fee required to be paid pursuant Section 7.2(b)(i) at or after the time of such termination in accordance with Section 7.2(b)(i); provided, further, that the Company will not be entitled to terminate this Agreement in accordance with Section 7.1(h) unless the Company delivers to BRPA a written notice advising BRPA that the Company Board proposes to take such action. For purposes of this Agreement, “Superior Proposal” means a bona fide and written Acquisition Proposal made after the date hereof that the Company Board in good faith determines (after consultation with its outside legal counsel) is reasonably likely to be consummated in accordance with its terms and would, if consummated, result in a transaction that is more favorable from a financial point of view to the stockholders of the Company (solely in their capacity as such) than the transactions contemplated hereby after taking into account all such factors and matters deemed relevant in good faith by the Company Board, including legal, financial (including the financing terms of any such proposal), regulatory, timing or other aspects of such proposal and this Agreement and the transactions contemplated hereby.

Exclusivity. (a) During the period between the date of this Agreement and the Closing (the “Interim Period”), to the extent not inconsistent with the fiduciary duties neither Raven Holdings or any of the BRPA Boardits Affiliates nor any of their respective shareholders, BRPA shall notmembers, shall cause its Subsidiaries not topartners, and shall use its reasonable best efforts to cause its and their Representatives not todirectors, managers, officers or agents will, directly or indirectlyindirectly (other than with respect to SXCP or the sale of inventory in the ordinary course of business), solicit, initiatemake, enter intoentertain, discuss or continue discussions, negotiations, negotiate the terms of any offer or transactions with, proposal from or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, to (a) the sale or enter into possible sale or consummate other disposition of all or any transaction relating toportion of the Operating Company Assets, (ib) the sale or possible sale or other disposition, including by merger or consolidation, of all or any Business Combination, merger, or sale portion of ownership interests or material assets of BRPA, or a recapitalization, share exchange, or similar transaction with respect to BRPA the Raven Interest or any of its Subsidiaries the Equity Interests of the Operating Company, whether such Equity interests constitute newly issued or previously outstanding Equity interests or (iic) any financing, investment, acquisition, purchase, merger, sale or any other similar material transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (is inconsistent with the transactions in subsections contemplated by this Agreement (i) and (ii)collectively, collectively a “BRPA Competing TransactionsTransaction”). In addition, BRPA willduring the Interim Period, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any BRPA Competing Transaction. BRPA will promptly (and in any event within two (2) Business Days) notify the Company if BRPA neither Raven Holdings or any of its Subsidiaries, or, to BRPA’s knowledge, Affiliates nor any of BRPA’s Representatives receives any inquirytheir respective shareholders, proposalmembers, offer partners, directors, managers, officers or submission with respect to a BRPA Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide the Company with a copy of such inquiry, proposal, offer or submission. (b) During the Interim Period, to the extent not inconsistent with the fiduciary duties of the Company Board, the Company shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their Representatives not toagents will, directly or indirectly, solicit(1) except to the extent required by applicable Law or this Agreement, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide furnish any information to any Person relating with respect to, assist or enter into participate in or facilitate in any other manner any effort by any person or entity to consummate or seek any transaction relating to, Competing Transaction or (i2) agree in writing or otherwise to do any merger or sale of ownership interests or material assets of the Company, or a recapitalization, share exchange, or similar transaction with respect to the Company items described above. If Raven Holdings or any of its Subsidiaries or (ii) any financingAffiliates, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “Company Competing Transactions”). In addition, the Company will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Competing Transaction. The Company will promptly (and in any event within two (2) Business Days) notify BRPA if the Company or any of its Subsidiariestheir respective shareholders, ormembers, partners, directors, managers, officers or agents, receives any inquiry from any Person other than SXCP relating to the Company’s knowledge, any of the Company’s Representatives receives items described above, then Raven Holdings will immediately terminate all discussions with such Person and provide SXCP with written notice of any inquiry, proposalrequest, offer discussions or submission other actions initiated by such Person with respect to a Company Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this AgreementTransaction. Raven Holdings will cause its Affiliates, and will provide BRPA with a copy the shareholders, members, partners, directors, managers, officers and agents of such inquiryRaven Holdings and its Affiliates, proposal, offer or submission. (c) Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall restrict or limit the ability of the Company Board or the BRPA Board from exercising or acting in accordance with their respective fiduciary duties under applicable law. The Parties agree that the rights and remedies for noncompliance comply with this Section 4.4 include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy for such injury6.10. (d) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Company Stockholder Approval, the Company Board determines in good faith, after consultation with its outside legal counsel, in response to any proposal or offer from any Person or “group” (as defined in the Exchange Act) to the Company or the Company Board with respect to a Company Competing Transaction (such proposal or offer, an “Acquisition Proposal”) that such Acquisition Proposal constitutes a Superior Proposal and that the failure to terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties under applicable law, the Company or the Company Board may, prior to obtaining the Company Stockholder Approval, terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal; provided, that the Company pays to BRPA the Termination Fee required to be paid pursuant Section 7.2(b)(i) at or after the time of such termination in accordance with Section 7.2(b)(i); provided, further, that the Company will not be entitled to terminate this Agreement in accordance with Section 7.1(h) unless the Company delivers to BRPA a written notice advising BRPA that the Company Board proposes to take such action. For purposes of this Agreement, “Superior Proposal” means a bona fide and written Acquisition Proposal made after the date hereof that the Company Board in good faith determines (after consultation with its outside legal counsel) is reasonably likely to be consummated in accordance with its terms and would, if consummated, result in a transaction that is more favorable from a financial point of view to the stockholders of the Company (solely in their capacity as such) than the transactions contemplated hereby after taking into account all such factors and matters deemed relevant in good faith by the Company Board, including legal, financial (including the financing terms of any such proposal), regulatory, timing or other aspects of such proposal and this Agreement and the transactions contemplated hereby.

Exclusivity. (a) During the Interim Period, PGHL shall not take, nor shall it permit any of its Affiliates or Representatives to the extent not inconsistent with the fiduciary duties of the BRPA Boardtake, BRPA shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their Representatives not to, whether directly or indirectly, any action to solicit, initiate, enter into, initiate or continue discussions, negotiations, engage in discussions or transactions negotiations with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into any agreement with, or consummate any transaction relating encourage, or provide information to, any Person (iother than FTAC and/or any of its Affiliates or Representatives) concerning any Business Combinationpurchase of all or a material portion of PGHL’s equity securities or the issuance and sale of any securities of, mergeror membership interests in, PGHL or its Subsidiaries (other than any purchases of equity securities by PGHL from employees of PGHL or its Subsidiaries) or any merger or sale of ownership interests substantial assets involving PGHL or material assets of BRPA, or a recapitalization, share exchange, or similar transaction with respect to BRPA or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each caseSubsidiaries, other than immaterial assets or assets sold in the Merger and ordinary course of business or transactions permitted by Section 7.01(d) (each such acquisition transaction, but excluding the other Transactions (the transactions in subsections (i) and (ii)Transactions, collectively an “BRPA Competing TransactionsAcquisition Transaction”). In addition, BRPA willPGHL shall, and will shall cause its Subsidiaries Affiliates and use reasonable best efforts to cause its and their Representatives to, promptly immediately cease any and all existing discussions or negotiations with any Person conducted heretofore prior to the date hereof with respect to, or which is reasonably likely to any BRPA Competing give rise to or result in, an Acquisition Transaction. BRPA will promptly (and in any event within two (2) Business Days) notify the Company if BRPA or any of its Subsidiaries, or, to BRPA’s knowledge, any of BRPA’s Representatives receives any inquiry, proposal, offer or submission with respect to a BRPA Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide the Company with a copy of such inquiry, proposal, offer or submission. (b) During the Interim Period, FTAC shall not take, nor shall it permit any of its Affiliates or Representatives to the extent not inconsistent with the fiduciary duties of the Company Boardtake, the Company shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their Representatives not to, whether directly or indirectly, any action to solicit, initiate, enter into, continue or continue discussions, negotiations, engage in discussions or transactions negotiations with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into any agreement with, or consummate any transaction relating encourage, respond, provide information to or commence due diligence with respect to, any Person (i) any merger or sale of ownership interests or material assets of the Companyother than PGHL, or a recapitalization, share exchange, or similar transaction with respect to the Company or its shareholders and/or any of its Subsidiaries their Affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination (iia “Business Combination Proposal”) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger with PGHL, its shareholders and the other Transactions (the transactions in subsections (i) their respective Affiliates and (ii), collectively “Company Competing Transactions”)Representatives. In addition, the Company willFTAC shall, and will shall cause its Subsidiaries Affiliates and use reasonable best efforts to cause its and their Representatives to, promptly immediately cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Competing Transaction. The Company will promptly (and in any event within two (2) Business Days) notify BRPA if the Company or any of its Subsidiaries, or, to the Company’s knowledge, any of the Company’s Representatives receives any inquiry, proposal, offer or submission with respect to a Company Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide BRPA with a copy of such inquiry, proposal, offer or submission. (c) Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall restrict or limit the ability of the Company Board or the BRPA Board from exercising or acting in accordance with their respective fiduciary duties under applicable law. The Parties agree that the rights and remedies for noncompliance with this Section 4.4 include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy for such injury. (d) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Company Stockholder Approval, the Company Board determines in good faith, after consultation with its outside legal counsel, in response to any proposal or offer from any Person or “group” (as defined in the Exchange Act) to the Company or the Company Board with respect to a Company Competing Transaction (such proposal or offer, an “Acquisition Proposal”) that such Acquisition Proposal constitutes a Superior Proposal and that the failure to terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties under applicable law, the Company or the Company Board may, prior to obtaining the Company Stockholder Approval, terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal; provided, that the Company pays to BRPA the Termination Fee required to be paid pursuant Section 7.2(b)(i) at or after the time of such termination in accordance with Section 7.2(b)(i); provided, further, that the Company will not be entitled to terminate this Agreement in accordance with Section 7.1(h) unless the Company delivers to BRPA a written notice advising BRPA that the Company Board proposes to take such action. For purposes of this Agreement, “Superior Proposal” means a bona fide and written Acquisition Proposal made after the date hereof that the Company Board in good faith determines (after consultation with its outside legal counsel) respect to, or which is reasonably likely to be consummated in accordance with its terms and wouldgive rise to or result in, if consummated, result in a transaction that is more favorable from a financial point of view to the stockholders of the Company (solely in their capacity as such) than the transactions contemplated hereby after taking into account all such factors and matters deemed relevant in good faith by the Company Board, including legal, financial (including the financing terms of any such proposal), regulatory, timing or other aspects of such proposal and this Agreement and the transactions contemplated herebyBusiness Combination Proposal.

Exclusivity. (a) During the Interim PeriodSeller shall, to the extent not inconsistent with the fiduciary duties of the BRPA Board, BRPA shall not, and shall cause its Subsidiaries not toSubsidiaries, affiliates and shall use its reasonable best efforts to cause its and their Representatives not to, directly or indirectly, solicit, initiateinitiate or knowingly facilitate or encourage (including by furnishing non-public information concerning the Business or the Purchased Assets) any inquiry, enter intoproposal or offer (a “Competing Proposal”) with respect to, or continue discussionsthat would reasonably be expected to lead to, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating toa Competing Transaction, or enter into discussions or consummate negotiate with any transaction relating toPerson in furtherance of such an inquiry, (i) any Business Combination, mergerproposal or offer or to obtain a Competing Transaction, or sale of ownership interests agree to or material assets of BRPAendorse any Competing Transaction. (b) If Seller, or a recapitalization, share exchange, or similar transaction with respect to BRPA or any of its Subsidiaries Subsidiaries, affiliates or (ii) any financingRepresentatives, investmentreceives a Competing Proposal, acquisitionSeller shall, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “BRPA Competing Transactions”). In addition, BRPA will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any BRPA Competing Transaction. BRPA will promptly (and in any event within two one (21) Business Daysbusiness day) notify the Company if BRPA Purchaser of any receipt by any director or officer of Seller or by any of Seller’s other affiliates, or its or their respective Representatives, of any Competing Proposal or any of its Subsidiaries, or, proposals or inquiries that could reasonably be expected to BRPA’s knowledge, any of BRPA’s Representatives receives any inquiry, proposal, offer or submission with respect lead to a BRPA Competing Transaction (including Proposal, or any inquiry or request for nonpublic information relating to the Business by any Person who has made or could reasonably be expected to make any Competing Proposal. Such notice shall indicate the identity of the Person making the Competing Proposal, inquiry or request, and the material terms and conditions of any such proposal or offer or the nature of the information requested pursuant to such inquiry or submitting request, including unredacted copies of all written requests, proposals or offers, including proposed agreements received by Seller or, if such proposalCompeting Proposal is not in writing, offer a reasonably detailed written description of the material terms and conditions thereof. Without limiting Seller’s other obligations under this Section 5.15, Seller shall keep Purchaser reasonably informed on a prompt and timely basis of any amendments or submission), after proposed amendments to such material terms of any such Competing Proposal or potential Competing Proposal and shall promptly provide Purchaser with such information as Purchaser may reasonably request regarding the execution status and delivery material terms of this Agreement, and will provide the Company with a copy of any such inquiry, proposal, offer Competing Proposal or submission. potential Competing Proposal (b) During the Interim Period, including as to the extent not inconsistent with the fiduciary duties nature of the Company Board, the Company shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their Representatives not to, directly or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (i) any merger or sale requested of ownership interests or material assets of the Company, or a recapitalization, share exchange, or similar transaction Seller with respect to the Company or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (iithereto), collectively “Company Competing Transactions”). In addition, the Company will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Competing Transaction. The Company will promptly (and in any event within two (2) Business Days) notify BRPA if the Company or any of its Subsidiaries, or, to the Company’s knowledge, any of the Company’s Representatives receives any inquiry, proposal, offer or submission with respect to a Company Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide BRPA with a copy of such inquiry, proposal, offer or submission. (c) Notwithstanding anything in this Agreement Sellers shall not amend, terminate, waive or fail to the contraryenforce any provisions of any confidentiality agreement with respect to any potential Competing Transaction, nothing contained in this Agreement shall restrict or limit the ability of the Company Board or the BRPA Board from exercising or acting and promptly request, in accordance with their respective fiduciary duties under applicable law. The Parties agree that the rights and remedies for noncompliance with this Section 4.4 include specific performanceterms of any such confidentiality agreement, it being acknowledged and agreed that the return or destruction of any breach or threatened breach will cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy for such injuryconfidential information previously furnished pursuant thereto. (d) Notwithstanding anything Any breach of any of the covenants in this Agreement to the contrary, if, at Section 5.15 by any time prior to obtaining the Company Stockholder Approval, the Company Board determines in good faith, after consultation with its outside legal counsel, in response to any proposal affiliates or offer from any Person or “group” (as defined in the Exchange Act) to the Company or the Company Board with respect to Representatives of Seller shall be deemed a Company Competing Transaction (such proposal or offer, an “Acquisition Proposal”) that such Acquisition Proposal constitutes a Superior Proposal and that the failure to terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties under applicable law, the Company or the Company Board may, prior to obtaining the Company Stockholder Approval, terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal; provided, that the Company pays to BRPA the Termination Fee required to be paid pursuant Section 7.2(b)(i) at or after the time of such termination in accordance with Section 7.2(b)(i); provided, further, that the Company will not be entitled to terminate this Agreement in accordance with Section 7.1(h) unless the Company delivers to BRPA a written notice advising BRPA that the Company Board proposes to take such action. For purposes of this Agreement, “Superior Proposal” means a bona fide and written Acquisition Proposal made after the date hereof that the Company Board in good faith determines (after consultation with its outside legal counsel) is reasonably likely to be consummated in accordance with its terms and would, if consummated, result in a transaction that is more favorable from a financial point of view to the stockholders of the Company (solely in their capacity as such) than the transactions contemplated hereby after taking into account all such factors and matters deemed relevant in good faith breach by the Company Board, including legal, financial (including the financing terms of any such proposal), regulatory, timing or other aspects of such proposal and this Agreement and the transactions contemplated herebySeller.

Exclusivity. (a) During the Interim Period, to the extent not inconsistent with the fiduciary duties Each of the BRPA BoardParties agrees that, BRPA from and after the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with Article VI, such Party shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their Representatives not to, directly or indirectly, through any officer, director, employee, representative, agent or affiliate of such Party, (i) solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals bythat constitute, or could reasonably be expected to lead to, a proposal or offer for a merger, consolidation, sale or purchase of substantial assets or stock, tender or exchange offer, or other business combination or change in control or similar transaction, other than the transactions contemplated or permitted by this Agreement (any of the foregoing inquiries or proposals being referred to in this Agreement as an “Acquisition Proposal ”), (ii) engage in negotiations or discussions concerning, or provide any non-public information to any Person person or entity relating to, any Acquisition Proposal, or enter into or consummate any transaction relating (iii) agree to, (i) approve or recommend any Business CombinationAcquisition Proposal; provided, mergerhowever, or sale of ownership interests or material assets of BRPA, or a recapitalization, share exchange, or similar transaction with respect to BRPA or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “BRPA Competing Transactions”). In addition, BRPA will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any BRPA Competing Transaction. BRPA will promptly (and in any event within two (2) Business Days) notify the Company if BRPA or any of its Subsidiaries, or, to BRPA’s knowledge, any of BRPA’s Representatives receives any inquiry, proposal, offer or submission with respect to a BRPA Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide the Company with a copy of such inquiry, proposal, offer or submission. (b) During the Interim Period, to the extent not inconsistent with the fiduciary duties of the Company Board, the Company shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their Representatives not to, directly or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (i) any merger or sale of ownership interests or material assets of the Company, or a recapitalization, share exchange, or similar transaction with respect to the Company or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “Company Competing Transactions”). In addition, the Company will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Competing Transaction. The Company will promptly (and in any event within two (2) Business Days) notify BRPA if the Company or any of its Subsidiaries, or, to the Company’s knowledge, any of the Company’s Representatives receives any inquiry, proposal, offer or submission with respect to a Company Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide BRPA with a copy of such inquiry, proposal, offer or submission. (c) Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall restrict prevent CyberCash or limit the ability its board of directors, directly or through representatives or agents on behalf of the Company Board board of directors, from: (A) furnishing non-public information to, or the BRPA Board having discussions with, any person or entity in connection with a bona fide written Acquisition Proposal by such person or entity (whether solicited or unsolicited by CyberCash) if, prior to furnishing such non-public information to, or having discussions with, such person or entity, CyberCash receives from exercising such person or acting entity an executed confidentiality agreement with confidentiality provisions not materially less favorable to such Party than those contained herein (a “Confidentiality Agreement”); (B) entering into negotiations with any person or entity in accordance connection with their respective fiduciary duties under applicable law. The Parties agree that the rights and remedies for noncompliance with this Section 4.4 include specific performance, it being acknowledged and agreed that any breach bona fide written Acquisition Proposal (whether solicited or threatened breach will cause irreparable injury unsolicited by CyberCash) by such person or entity or recommending such bona fide written Acquisition Proposal to the non-breaching Party CyberCash Shareholders, if and that money damages would not provide an adequate remedy for such injury. (d) Notwithstanding anything in this Agreement only to the contrary, if, at any time prior to obtaining the Company Stockholder Approval, the Company Board determines in good faith, after consultation with its outside legal counsel, in response to any proposal or offer from any Person or “group” extent that (as defined in the Exchange Act1) to the Company or the Company Board with respect to a Company Competing Transaction (such proposal or offer, an “Acquisition Proposal”) that such Acquisition Proposal constitutes a Superior Proposal and that the failure to terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties under applicable law, the Company or the Company Board may, prior to obtaining the Company Stockholder Approval, terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal; provided, that the Company pays to BRPA the Termination Fee required to be paid pursuant Section 7.2(b)(i) at or after the time of such termination in accordance with Section 7.2(b)(i); provided, further, that the Company will not be entitled to terminate this Agreement in accordance with Section 7.1(h) unless the Company delivers to BRPA a written notice advising BRPA that the Company Board proposes to take such action. For purposes of this Agreement, “Superior Proposal” means a bona fide and written Acquisition Proposal made after the date hereof that the Company Board in good faith determines (after consultation with its outside legal counsel) is reasonably likely to be consummated in accordance with its terms and would, if consummated, result in a transaction that is would, in the reasonable good faith judgment of the board of directors of CyberCash, after consultation with its financial advisors, result in a transaction more favorable to the CyberCash Shareholders from a financial point of view than the Merger (any such more favorable Acquisition Proposal being referred to in this Agreement as a “Superior Proposal”); and, in the reasonable good faith judgment of the board of directors of CyberCash, after consultation with its financial advisors, the person or entity making such Superior Proposal appears to have the financial means, or the ability to obtain the necessary financing, to conclude such transaction, and (2) prior to entering into negotiations with such person or entity, CyberCash receives from such person or entity an executed Confidentiality Agreement; or (C) complying with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. (b) Each Party shall notify the other Parties no later than 24 hours after receipt by such Party (or its advisors), of any Acquisition Proposal or any request for nonpublic information in connection with an Acquisition Proposal or for access to the stockholders properties, books or records of such Party by any person or entity that informs such Party that it is considering making, or has made, an Acquisition Proposal (the “Acquisition Proposor”). Such notice to the other Parties shall be made orally and in writing and shall indicate in reasonable detail the identity of the Company (solely in their capacity as such) than Acquisition Proposor and the transactions contemplated hereby after taking into account all terms and conditions of such factors and matters deemed relevant in good faith by proposal, inquiry or contact. If the Company Board, including legal, financial (including the financing terms of any such proposal)Acquisition Proposal are modified, regulatory, timing or then such Party shall notify the other aspects Parties of the terms and conditions of such proposal and this Agreement and modification within 24 hours of the transactions contemplated herebyreceipt of such modification. The target Party shall notify the other Parties at least 48 hours prior to each meeting of the board of directors at which such Party will consider taking definitive action with respect to such Acquisition Proposal or will consider taking definitive action with respect to withdrawing or modifying, in a manner adverse to the other Parties, its recommendation for approval of the Merger.

Exclusivity. (a) During From the Interim Period, to date of this Agreement through the extent not inconsistent with the fiduciary duties earlier of the BRPA BoardClosing Date or the valid termination of this Agreement in accordance with its terms, BRPA the Seller Parties and their affiliates shall not, not (and the Seller Parties shall cause its Subsidiaries each of their respective affiliates not to, and shall use its reasonable best efforts to cause its and each of their respective Representatives acting on any of their behalf not to), directly or indirectly, : (a) solicit, initiate, enter intofacilitate, participate in or encourage the submission of, any proposal or offer from any Person (other than the Purchaser and its affiliates) relating to the acquisition (whether by merger, direct and indirect asset purchase and sale, transfer, offer, investment, restructuring, reorganization, consolidation or other business combination or otherwise) by any Person (other than the Purchaser or affiliates thereof) of, or continue discussionsissuance by either Freedom or FMDI of, negotiationsany shares or other equity interests thereof, or transactions withany material portion of its consolidated assets or of the Freedom Business, or encourage or respond to any inquiries or proposals byspecial dividend, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (i) any Business Combination, merger, or sale of ownership interests or material assets of BRPA, or a recapitalization, share exchange, recapitalization or similar transaction with respect to BRPA or (any of its Subsidiaries or (ii) any financingthe foregoing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactionsan “Alternative Transaction”), in each case, other than (and an Alternative Transaction shall not include) the Merger ▇▇▇▇ Acquisition, the Reorganization Transaction, sales of equity interests in ▇▇▇▇▇▇ or ▇▇▇▇ or dividends, recapitalizations or similar transactions, in each case unrelated to the Freedom Business, Freedom or FMDI, or transactions only between or among ▇▇▇▇ and its Subsidiaries; or (b) participate in any discussions or negotiations regarding, furnish or make available any information with respect to or in connection with, or assist or participate in any other manner any effort or attempt by any Person (other than the other Transactions (Purchaser and its affiliates and Representatives) to do any of the transactions in subsections (i) and (ii), collectively “BRPA Competing Transactions”)foregoing. In addition, BRPA willEach of the Seller Parties shall, and will shall cause its Subsidiaries each of their respective affiliates and use reasonable best efforts to cause its and any of the respective Representatives acting on any of their Representatives behalf to, promptly cease immediately discontinue and terminate any and all existing discussions or negotiations with any Person conducted heretofore with respect to any BRPA Competing Transaction. BRPA will promptly (and in any event within two (2) Business Days) notify the Company if BRPA or any of its Subsidiaries, or, to BRPA’s knowledge, any of BRPA’s Representatives receives any inquiry, proposal, offer or submission with respect to a BRPA Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide the Company with a copy of such inquiry, proposal, offer or submission. (b) During the Interim Period, to the extent not inconsistent with the fiduciary duties of the Company Board, the Company shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their Representatives not to, directly or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage the provision of any non-public information (including, for the avoidance of doubt, access to the Data Room and any other diligence-related access or respond resources related to the acquisition of the Freedom Business) to, any inquiries or proposals byPerson (other than with the Purchaser, or provide any information to any Person relating the Purchaser’s affiliates and Representatives) with respect to, or enter into or consummate any transaction relating that could reasonably be expected to lead to, (i) any merger or sale of ownership interests or material assets of the Company, or a recapitalization, share exchange, or similar transaction with respect to the Company or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “Company Competing Transactions”). In addition, the Company will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Competing an Alternative Transaction. The Company will promptly (and in any event within two (2) Business Days) notify BRPA if the Company or any of its Subsidiaries, or, to the Company’s knowledge, any of the Company’s Representatives receives any inquiry, proposal, offer or submission with respect to a Company Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide BRPA with a copy of such inquiry, proposal, offer or submission. (c) Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall restrict or limit the ability of the Company Board or the BRPA Board from exercising or acting in accordance with their respective fiduciary duties under applicable law. The Parties agree that the rights and remedies for noncompliance with this Section 4.4 include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy for such injury. (d) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Company Stockholder Approval, the Company Board determines in good faith, after consultation with its outside legal counsel, in response to any proposal or offer from any Person or “group” (as defined in the Exchange Act) to the Company or the Company Board with respect to a Company Competing Transaction (such proposal or offer, an “Acquisition Proposal”) that such Acquisition Proposal constitutes a Superior Proposal and that the failure to terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties under applicable law, the Company or the Company Board may, prior to obtaining the Company Stockholder Approval, terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal; provided, that the Company pays to BRPA the Termination Fee required to be paid pursuant Section 7.2(b)(i) at or after the time of such termination in accordance with Section 7.2(b)(i); provided, further, that the Company will not be entitled to terminate this Agreement in accordance with Section 7.1(h) unless the Company delivers to BRPA a written notice advising BRPA that the Company Board proposes to take such action. For purposes of this Agreement, “Superior Proposal” means a bona fide and written Acquisition Proposal made after the date hereof that the Company Board in good faith determines (after consultation with its outside legal counsel) is reasonably likely to be consummated in accordance with its terms and would, if consummated, result in a transaction that is more favorable from a financial point of view to the stockholders of the Company (solely in their capacity as such) than the transactions contemplated hereby after taking into account all such factors and matters deemed relevant in good faith by the Company Board, including legal, financial (including the financing terms of any such proposal), regulatory, timing or other aspects of such proposal and this Agreement and the transactions contemplated hereby.

Exclusivity. During the period beginning on the date hereof and ending on the earlier of (x) the Effective Time and (y) the termination of the Merger Agreement pursuant to and in compliance with the terms thereof (such earlier time, the “Expiration Time”), the Investor shall and shall cause his Affiliates to: (a) During work exclusively with Parent and its Affiliates to implement the Interim PeriodTransactions, including to (i) evaluate the Company and its business and (ii) prepare, negotiate and finalize the Transaction Documents (to the extent not inconsistent with finalized or executed prior to the fiduciary duties of the BRPA Board, BRPA shall date hereof); (b) not, shall cause its Subsidiaries his Affiliates not to, to and shall use its his reasonable best efforts to cause his Representatives (subject to, in the case of a Representative who is a director of the Company or any of its subsidiaries and their Representatives solely in such Representative’s capacity as a director, his or her fiduciary duties) not to, directly or indirectly, either alone or with or through any authorized Representatives (i) make an Acquisition Proposal, or solicit, initiateencourage, enter intofacilitate or join with or invite any other Person to be involved in the making of, or continue discussionsany Acquisition Proposal, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or (ii) provide any information to any Person relating toThird Party with a view to the Third Party or any other person pursuing or considering to pursue an Acquisition Proposal, (iii) finance or offer to finance any Acquisition Proposal, including by offering any equity or debt finance, or contribution of Covered Securities or provision of a voting agreement, in support of any Acquisition Proposal, (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything that is directly inconsistent with the provisions of this Agreement, the Merger Agreement or the Transactions, (v) take any action that would reasonably be expected to have the effect of preventing, disabling or delaying such Investor from performing his obligations under this Agreement, or (vi) solicit, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or consummate understanding (whether or not in writing and whether or not legally binding) with any transaction relating to, (i) any Business Combination, merger, or sale of ownership interests or material assets of BRPA, or a recapitalization, share exchange, or similar transaction with respect to BRPA or any of its Subsidiaries or other person regarding the matters described in paragraphs (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger through (iv) of this Section 1.1(b); (c) immediately cease and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “BRPA Competing Transactions”). In addition, BRPA willterminate, and will cause its Subsidiaries to be ceased and use reasonable best efforts to cause its and their Representatives toterminated, promptly cease any and all existing discussions or activities, discussions, conversations, negotiations and other communications with any Person all Persons conducted heretofore with respect to any BRPA Competing Transaction. BRPA will an Acquisition Proposal; and (d) promptly (and in any event within two (2) Business Days) notify the Company Parent if BRPA or any of its Subsidiaries, he or, to BRPA’s his knowledge, any of BRPA’s his Representatives receives any inquiry, proposal, offer approach or submission communication with respect to a BRPA Competing Transaction (any Acquisition Proposal, including in such notice the identity of the Person making such inquiry other Persons involved and the nature and content of the approach or submitting such proposal, offer or submission), after the execution and delivery of this Agreementcommunication, and will provide the Company Parent with a copy of such inquiry, proposal, offer or submission. (b) During the Interim Period, to the extent not inconsistent with the fiduciary duties of the Company Board, the Company shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their Representatives not to, directly or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (i) any merger or sale of ownership interests or material assets of the Company, or a recapitalization, share exchange, or similar transaction with respect to the Company or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “Company Competing Transactions”). In addition, the Company will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Competing Transaction. The Company will promptly (and in any event within two (2) Business Days) notify BRPA if the Company or any of its Subsidiaries, or, to the Company’s knowledge, any of the Company’s Representatives receives any inquiry, proposal, offer or submission with respect to a Company Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide BRPA with a copy of such inquiry, proposal, offer or submission. (c) Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall restrict or limit the ability of the Company Board or the BRPA Board from exercising or acting in accordance with their respective fiduciary duties under applicable law. The Parties agree that the rights and remedies for noncompliance with this Section 4.4 include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy for such injury. (d) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Company Stockholder Approval, the Company Board determines in good faith, after consultation with its outside legal counsel, in response to any proposal or offer from any Person or “group” (as defined in the Exchange Act) to the Company or the Company Board with respect to a Company Competing Transaction (such proposal or offer, an “Acquisition Proposal”) that such Acquisition Proposal constitutes a Superior Proposal and that the failure to terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties under applicable law, the Company or the Company Board may, prior to obtaining the Company Stockholder Approval, terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal; provided, that the Company pays to BRPA the Termination Fee required to be paid pursuant Section 7.2(b)(i) at or after the time of such termination in accordance with Section 7.2(b)(i); provided, further, that the Company will not be entitled to terminate this Agreement in accordance with Section 7.1(h) unless the Company delivers to BRPA a written notice advising BRPA that the Company Board proposes to take such action. For purposes of this Agreement, “Superior Proposal” means a bona fide and written Acquisition Proposal made after the date hereof that the Company Board in good faith determines (after consultation with its outside legal counsel) is reasonably likely to be consummated in accordance with its terms and would, if consummated, result in a transaction that is more favorable from a financial point of view to the stockholders of the Company (solely in their capacity as such) than the transactions contemplated hereby after taking into account all such factors and matters deemed relevant in good faith by the Company Board, including legal, financial (including the financing terms copies of any such proposal), regulatory, timing or other aspects of such proposal and this Agreement and the transactions contemplated herebywritten communication.

Exclusivity. Until the earlier of the Closing Date and the date upon which, if any, this Agreement is terminated pursuant to its terms, the Selling Stockholder and its controlled Affiliates will not, and the Selling Stockholder will not cause or permit the Company or any Subsidiary to, (a) During the Interim Period, to the extent not inconsistent with the fiduciary duties of the BRPA Board, BRPA shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their Representatives not to, directly or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (i) any Business Combination, merger, or sale the submission of ownership interests or material assets of BRPA, or a recapitalization, share exchange, or similar transaction with respect to BRPA or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “BRPA Competing Transactions”). In addition, BRPA will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any BRPA Competing Transaction. BRPA will promptly (and in any event within two (2) Business Days) notify the Company if BRPA or any of its Subsidiaries, or, to BRPA’s knowledge, any of BRPA’s Representatives receives any inquiry, proposal, offer or submission with respect to a BRPA Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide the Company with a copy of such inquiry, proposal, offer or submission. (b) During the Interim Period, to the extent not inconsistent with the fiduciary duties of the Company Board, the Company shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their Representatives not to, directly or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (i) any merger or sale of ownership interests or material assets of the Company, or a recapitalization, share exchange, or similar transaction with respect to the Company or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “Company Competing Transactions”). In addition, the Company will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Competing Transaction. The Company will promptly (and in any event within two (2) Business Days) notify BRPA if the Company or any of its Subsidiaries, or, to the Company’s knowledge, any of the Company’s Representatives receives any inquiry, proposal, offer or submission with respect to a Company Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide BRPA with a copy of such inquiry, proposal, offer or submission. (c) Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall restrict or limit the ability of the Company Board or the BRPA Board from exercising or acting in accordance with their respective fiduciary duties under applicable law. The Parties agree that the rights and remedies for noncompliance with this Section 4.4 include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy for such injury. (d) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Company Stockholder Approval, the Company Board determines in good faith, after consultation with its outside legal counsel, in response to any proposal or offer from any Person relating to the acquisition of the Shares or “group” (as defined in any other equity interests, or any substantial portion of the Exchange Act) to assets, of the Company or the Company Board with respect to any Subsidiary (including any acquisition structured as a Company Competing Transaction merger or consolidation) (such proposal or offer, an “Acquisition Proposal”) that such or (b) participate in any discussions or negotiations regarding, provide any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any prospective acquiror to do or seek any of the foregoing, other than Purchaser, its Affiliates and their representatives. The Selling Stockholder and the Company shall, and shall cause each Subsidiary and the officers, directors, employees, representatives, agents, investment bankers and Affiliates of the Company and each Subsidiary to, (x) immediately cease and cause to be terminated any and all contacts, discussions and negotiations with any Person other than Purchaser and its Affiliates and representatives regarding the foregoing; (y) promptly notify Purchaser of any Acquisition Proposal constitutes a Superior Proposal and that Proposal, or any inquiry or contact with any Person with respect thereto which has been made after the failure to terminate date of this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties under applicable law, through the Company earlier of the Closing or the Company Board may, prior to obtaining the Company Stockholder Approval, terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal; provided, that the Company pays to BRPA the Termination Fee required to be paid pursuant Section 7.2(b)(i) at or after the time termination of such termination in accordance with Section 7.2(b)(i); provided, further, that the Company will not be entitled to terminate this Agreement in accordance with Section 7.1(h) unless its terms, and the Company delivers to BRPA a written notice advising BRPA that the Company Board proposes to take details of such action. For purposes of this Agreement, “Superior Proposal” means a bona fide and written Acquisition Proposal made after the date hereof that the Company Board in good faith determines (after consultation with its outside legal counsel) is reasonably likely to be consummated in accordance with its terms and would, if consummated, result in a transaction that is more favorable from a financial point of view to the stockholders of the Company (solely in their capacity as such) than the transactions contemplated hereby after taking into account all such factors and matters deemed relevant in good faith by the Company Board, including legal, financial contact (including the financing terms identity of the third party or third parties and copies of any such proposal), regulatory, timing or other aspects of such proposal and this Agreement proposals and the transactions contemplated herebyspecific terms and conditions discussed or proposed). The Company and the Selling Stockholder agree not to, and to cause each Subsidiary not to, without the prior consent of Purchaser, release any Person from, or waive any provision of, any standstill agreement or confidentiality agreement to which any Selling Stockholder, the Company or any Subsidiary is a party.

Exclusivity. (a) During From and after the Interim Perioddate of this Agreement until the Closing, to the extent not inconsistent with the fiduciary duties of the BRPA Board, BRPA Seller shall not, shall cause its Subsidiaries not to, and shall use instruct its reasonable best efforts to cause its Subsidiaries, controlled Affiliates and their Representatives not to, directly or indirectly, (a) solicit, initiate, enter intoencourage or accept any proposal or offer that constitutes an Acquisition Proposal or (b) participate in any discussions or negotiations regarding, or continue discussions, negotiations, or transactions with, or encourage or respond furnish to any inquiries or proposals by, or provide other Person any non-public information to any Person relating with respect to, or enter into otherwise assist or consummate participate in, or knowingly facilitate or encourage the submission of, any transaction relating proposal that constitutes, or could reasonably be expected to lead to, (i) any Business Combination, merger, or sale of ownership interests or material assets of BRPA, or a recapitalization, share exchange, or similar transaction with respect to BRPA or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger an Acquisition Proposal. The Seller and the other Transactions, in each case, other than the Merger Company immediately shall cease and the other Transactions (the transactions in subsections (i) and (ii), collectively “BRPA Competing Transactions”). In addition, BRPA will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and be terminated all existing discussions or negotiations with any Person Persons conducted heretofore with respect to any BRPA Competing Transactionof the foregoing, and shall request (to the extent empowered to do so) all such Persons to promptly return or destroy all confidential information regarding the Company and its Subsidiaries previously delivered thereto. BRPA will promptly (and The Seller shall notify the Buyer promptly, but in any event within two (2) Business Days) notify the Company 24 hours, in writing if BRPA any Acquisition Proposal or other inquiry by any of its Subsidiaries, or, to BRPA’s knowledge, any of BRPA’s Representatives receives any inquiry, proposal, offer or submission Person with respect thereto, is made. Such notice to a BRPA Competing Transaction (including the Buyer shall indicate in reasonable detail the identity of the Person making such Acquisition Proposal or inquiry or submitting such proposal, offer or submission), after and the execution material terms and delivery of this Agreement, and will provide the Company with a copy conditions of such Acquisition Proposal or inquiry, proposal, offer or submission. (b) During the Interim Period, to the extent not inconsistent with the fiduciary duties of the Company Board, the Company . The Seller shall not, and shall cause its Subsidiaries and Affiliates not to, and shall use its reasonable best efforts to cause its and their Representatives not to, directly or indirectly, solicit, initiate, enter intorelease any Person from, or continue discussionswaive any provision of, negotiations, any confidentiality or transactions with, or encourage or respond standstill agreement to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (i) any merger or sale of ownership interests or material assets of which the Company, or a recapitalization, share exchange, or similar transaction with respect to the Company Seller or any of its Subsidiaries is a party that applies to confidential information of the Company or (ii) any financingits Subsidiaries, investmentwithout the prior written consent of the Buyer. Notwithstanding the foregoing, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s , the Seller and their respective Subsidiaries, Affiliates and Representatives may (x) have discussions with any current debt or BRPA’s ability equity holders of the Seller in connection with seeking consents or approvals with respect to the transactions contemplated by this Agreement, (y) take appropriate actions in preparation for and consummate the Merger issuances of equity in the Seller that may be required to be made on April 30, 2014 under the Subscription and Shareholders Agreement, dated April 8, 2010, between the Seller, Technology Holdings Ltd., a Bermuda exempt limited liability company, and the other Transactionsparties named therein, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “Company Competing Transactions”). In addition, the Company will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Competing Transaction. The Company will promptly (and in any event within two (2z) Business Days) notify BRPA if the Company or any of its Subsidiaries, or, to the Company’s knowledge, any inform third parties of the Company’s Representatives receives any inquiry, proposal, offer or submission with respect to a Company Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery existence of this Agreement, and will provide BRPA with a copy of such inquiry, proposal, offer or submission. (c) Notwithstanding anything in this Agreement Section 5.14 when reasonably necessary to the contrary, nothing contained in this Agreement shall restrict or limit the ability of the Company Board or the BRPA Board from exercising or acting in accordance with their respective fiduciary duties under applicable law. The Parties agree that the rights and remedies for noncompliance with this Section 4.4 include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy for such injury. (d) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Company Stockholder Approval, the Company Board determines in good faith, after consultation comply with its outside legal counsel, in response to any proposal or offer from any Person or “group” (as defined in the Exchange Act) to the Company or the Company Board with respect to a Company Competing Transaction (such proposal or offer, an “Acquisition Proposal”) that such Acquisition Proposal constitutes a Superior Proposal and that the failure to terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties under applicable law, the Company or the Company Board may, prior to obtaining the Company Stockholder Approval, terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal; provided, that the Company pays to BRPA the Termination Fee required to be paid pursuant Section 7.2(b)(i) at or after the time of such termination in accordance with Section 7.2(b)(i); provided, further, that the Company will not be entitled to terminate this Agreement in accordance with Section 7.1(h) unless the Company delivers to BRPA a written notice advising BRPA that the Company Board proposes to take such action. For purposes of this Agreement, “Superior Proposal” means a bona fide and written Acquisition Proposal made after the date hereof that the Company Board in good faith determines (after consultation with its outside legal counsel) is reasonably likely to be consummated in accordance with its terms and would, if consummated, result in a transaction that is more favorable from a financial point of view to the stockholders of the Company (solely in their capacity as such) than the transactions contemplated hereby after taking into account all such factors and matters deemed relevant in good faith by the Company Board, including legal, financial (including the financing terms of any such proposal), regulatory, timing or other aspects of such proposal and this Agreement and the transactions contemplated herebyterms.

Exclusivity. (a) During From and after the Interim Period, to date hereof until the extent not inconsistent with the fiduciary duties earlier of the BRPA BoardClosing or termination of this Agreement pursuant to Article IX hereof, BRPA the Seller shall not, nor shall cause the Seller authorize or knowingly permit any of its Subsidiaries not toofficers, and shall use its reasonable best efforts to cause its and their Representatives not directors, Affiliates or employees or any investment banker, attorney or other advisor or representative retained by it to, directly or indirectly, (i) solicit, initiateinitiate or induce the making, enter intosubmission or announcement of any Acquisition Proposal, (ii) participate in any discussions or negotiations regarding, or continue discussions, negotiationsfurnish to any person any non-public information with respect to, or transactions with, or encourage or respond take any other action to facilitate any inquiries or proposals by, the making of any proposal that constitutes or provide any information may reasonably be expected to any Person relating lead to, or enter into or consummate any transaction relating toAcquisition Proposal, (iiii) engage in discussions with any Business Combination, merger, or sale of ownership interests or material assets of BRPA, or a recapitalization, share exchange, or similar transaction person with respect to BRPA any Acquisition Proposal, except as to disclose the existence of these provisions, including in response to any initial unsolicited expression of an Acquisition Proposal, provided, that the receipt without response (except as to disclose the existence of these provisions) of an unsolicited interest of an Acquisition Proposal shall not by itself constitute a violation of this Section 5.6, (iv) endorse or recommend any Acquisition Proposal, or (v) enter into any letter of intent or similar document or any of its Subsidiaries contract, agreement or (ii) commitment contemplating or otherwise relating to any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “BRPA Competing Transactions”)Acquisition Proposal. In addition, BRPA willThe Sellers shall, and will cause its Subsidiaries shall instruct, and use all reasonable best efforts to cause its cause, their respective officers, directors, Affiliates, employees, investment bankers, attorneys and their Representatives other advisors and representatives to, promptly immediately cease any and all existing activities, discussions or negotiations with any Person parties conducted heretofore with respect to any BRPA Competing TransactionAcquisition Proposal. BRPA will promptly (and Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding two sentences by any event within two (2) Business Days) notify the Company if BRPA officer, director or employee of any Seller or any of its Subsidiariestheir respective Affiliates or any investment banker, or, to BRPA’s knowledge, attorney or other advisor or representative of any Seller or any of BRPA’s Representatives receives any inquiry, proposal, offer or submission with respect their respective Affiliates shall be deemed to be a BRPA Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery breach of this Agreement, and will provide Section 5.6 by the Company with a copy of such inquiry, proposal, offer or submissionSellers. (b) During In addition to the Interim Periodobligations of the Sellers set forth in Section 5.6(a), the Sellers as promptly as practicable shall advise the Buyer in writing of any Acquisition Proposal or of any request for nonpublic information or other inquiry which any Seller reasonably believes could lead to an Acquisition Proposal, the material terms and conditions of such Acquisition Proposal (to the extent not inconsistent with known), and the fiduciary duties identity of the Company Boardperson or group making any such request, inquiry or Acquisition Proposal so long as the Company shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts Buyer agrees to cause its and their Representatives not to, directly or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any keep such information to any Person relating to, or enter into or consummate any transaction relating to, (i) any merger or sale of ownership interests or material assets of the Company, or a recapitalization, share exchange, or similar transaction with respect to the Company or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “Company Competing Transactions”). In addition, the Company will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore confidential with respect to any Company Competing Transactionthird party in accordance with that certain Confidentiality Agreement dated as of October 19, 2011 by and between the Seller and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (the “▇▇▇▇▇ Confidentiality Agreement”). The Company will promptly (and in any event within two (2) Business Days) notify BRPA if Sellers shall keep the Company or any of its Subsidiaries, or, to the Company’s knowledge, any Buyer informed on a current basis of the Company’s Representatives receives any inquiry, proposal, offer or submission with respect to a Company Competing Transaction status and details (including the identity any material amendments or proposed amendments) of the Person making any such request, inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide BRPA with a copy of such inquiry, proposal, offer or submissionAcquisition Proposal. (c) Notwithstanding anything in If the Seller breaches the provisions of this Agreement Section 5.6, and the Closing should not take place as a result, the Seller shall pay to the contrary, nothing contained in this Agreement shall restrict or limit the ability of the Company Board or the BRPA Board from exercising or acting in accordance with their respective fiduciary duties under applicable law. The Parties agree that the rights and remedies for noncompliance with this Section 4.4 include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury Parent an amount equal to the non-breaching Party fees (including but not limited to all accounting, due diligence and that money damages would not provide an adequate remedy for such injury. (d) Notwithstanding anything in this Agreement to legal fees), charges, disbursements and third party expenses incurred by the contrary, if, at any time prior to obtaining the Company Stockholder ApprovalParent, the Company Board determines Buyer or any of their Affiliates in good faith, after consultation connection with its outside legal counsel, in response to any proposal or offer from any Person or “group” (as defined in the Exchange Act) to the Company or the Company Board with respect to a Company Competing Transaction (such proposal or offer, an “Acquisition Proposal”) that such Acquisition Proposal constitutes a Superior Proposal and that the failure to terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties under applicable law, the Company or the Company Board may, prior to obtaining the Company Stockholder Approval, terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal; provided, that the Company pays to BRPA the Termination Fee required to be paid pursuant Section 7.2(b)(i) at or after the time of such termination in accordance with Section 7.2(b)(i); provided, further, that the Company will not be entitled to terminate this Agreement in accordance with Section 7.1(h) unless the Company delivers to BRPA a written notice advising BRPA that the Company Board proposes to take such action. For purposes of this Agreement, “Superior Proposal” means a bona fide and written Acquisition Proposal made after the date hereof that the Company Board in good faith determines (after consultation with its outside legal counsel) is reasonably likely to be consummated in accordance with its terms and would, if consummated, result in a transaction that is more favorable from a financial point of view to the stockholders of the Company (solely in their capacity as such) than the transactions contemplated hereby after taking into account all such factors and matters deemed relevant in good faith by the Company Board, including legal, financial (including the financing terms of any such proposal), regulatory, timing or other aspects of such proposal and this Agreement and or the transactions contemplated herebyAncillary Agreements.

Exclusivity. (ai) During the Interim Pre-Closing Period, to the extent not inconsistent with the fiduciary duties of the BRPA Board, BRPA Vistas shall not, shall cause its Subsidiaries not to, and shall use not permit its reasonable best efforts to cause Representatives on its and their Representatives not behalf to, directly or indirectly, indirectly (A) solicit, initiateassist, enter intoinitiate or facilitate the making, submission or announcement of, or continue discussionsintentionally encourage any inquiry, negotiationsproposal or offer, or transactions withany indication of interest in making an offer or proposal, from any Person or encourage group at any time relating to an Alternative Vistas Acquisition (an “Vistas Acquisition Proposal”), (B) furnish any non-public information regarding Vistas or respond to any inquiries its Affiliates or proposals bytheir respective businesses, operations, assets, Liabilities, financial condition, prospects or provide any information employees to any Person relating or group (other than a Party to this Agreement or their respective Representatives) in connection with or in response to a Vistas Acquisition Proposal, (C) engage, participate or enter into discussions or negotiations with any Person or group with respect to, or that would reasonably be expected to lead to, a Vistas Acquisition Proposal, (D) approve, endorse or recommend, or publicly propose to approve, endorse or recommend, any Vistas Acquisition Proposal, or (E) negotiate or enter into any letter of intent, agreement in principle, acquisition agreement or consummate any transaction relating toother similar agreement regarding the terms of, or otherwise consummate, an alternative (i) any Business Combination, whether by merger, or sale consolidation, acquisition of ownership equity interests or material assets of BRPAassets, or a recapitalization, share exchange, or similar transaction with respect to BRPA or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit form of business combination) to the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, Transactions contemplated by this Agreement with any Person other than the Merger and the other Transactions Company or its Affiliates (the transactions in subsections (i) and (ii), collectively an “BRPA Competing TransactionsAlternative Vistas Acquisition”). In addition, BRPA willVistas shall, and will shall cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly immediately cease any and cause to be terminated all existing solicitations, discussions or negotiations with any Person conducted heretofore with respect to any BRPA Competing TransactionAlternative Vistas Acquisition. BRPA During the Pre-Closing Period, Vistas will promptly (and in any event within two (2) Business Days) notify the Company if BRPA it or any of its Subsidiaries, or, to BRPA’s knowledge, any of BRPA’s Representatives receives any bona fide inquiry, proposal, offer or submission or request for discussions or negotiations that would reasonably be expected to result in a Vistas Acquisition Proposal, along with respect to a BRPA Competing Transaction the material terms and conditions thereof (including a copy thereof if in writing or a written summary thereof if oral) and the identity of the Person party making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide the Company with a copy of such inquiry, proposal, offer or submissionrequest for information. (bii) During the Interim PeriodPre-Closing Period and except as otherwise expressly permitted by Section 6.3(a), to the extent not inconsistent with the fiduciary duties none of the Company BoardAnghami Companies, the Company Pubco, Vistas Merger Sub, nor Anghami Merger Sub shall, or shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and permit an of their respective Representatives not on their behalf to, directly or indirectly, indirectly (A) solicit, initiateassist, enter intoinitiate or facilitate the making, submission or announcement of, or continue discussionsintentionally encourage any inquiry, negotiationsproposal or offer, or transactions withany indication of interest in making an offer or proposal, from any Person or encourage group at any time relating to an Alternative Company Acquisition (a “Company Acquisition Proposal”), (B) furnish any non-public information regarding any Anghami Company or respond to any inquiries their respective Affiliates or proposals bytheir respective businesses, operations, assets, Liabilities, financial condition, prospects or provide any information employees to any Person relating or group (other than a Party to this Agreement or their respective Representatives) in connection with or in response to a Company Acquisition Proposal, (C) engage, participate or enter into discussions or negotiations with any Person or group with respect to, or that would reasonably be expected to lead to, a Company Acquisition Proposal, (D) approve, endorse or recommend, or publicly propose to approve, endorse or recommend, any Company Acquisition Proposal, or (E) negotiate or enter into any letter of intent, agreement in principle, acquisition agreement or consummate other similar agreement regarding the terms of, or otherwise consummate, any transaction relating to, (i) any merger or sale of ownership interests all or any material part of the Equity Interests or assets of any Anghami Company (except for dispositions of inventory and assets in the CompanyOrdinary Course of Business), or whether such transaction takes the form of a recapitalization, share exchange, or similar transaction with respect to the sale of Company or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchaseShares, merger, reorganization, recapitalization, joint venture, sale of assets or otherwise, with any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, Person other than the Merger and the other Transactions Vistas (the transactions in subsections (i) and (ii), collectively “Alternative Company Competing TransactionsAcquisition”). In additionEach Anghami Company, the Company willPubco, Vistas Merger Sub and Anghami Merger Sub shall, and will shall cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly immediately cease any and cause to be terminated all existing solicitations, discussions or negotiations with any Person conducted heretofore with respect to any Alternative Company Competing TransactionAcquisition. The During the Pre-Closing Period, the Company will promptly (and in notify Vistas if any event within two (2) Business Days) notify BRPA if the Company Anghami Company, Pubco, Vistas Merger Sub, Anghami Merger Sub or any of its Subsidiaries, or, to the Company’s knowledge, any of the Company’s their respective Representatives receives any bona fide inquiry, proposal, offer or submission with respect or request for discussions or negotiations that would reasonably be expected to result in a Company Competing Transaction Acquisition Proposal to the extent the Company is not otherwise expressly permitted pursuant to Section 6.3(a) to consummate the transactions contemplated by such proposal, along with the material terms and conditions thereof (including a copy thereof if in writing or a written summary thereof if oral) and the identity of the Person party making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide BRPA with a copy of such inquiry, proposal, offer or submissionrequest for information. (c) Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall restrict or limit the ability of the Company Board or the BRPA Board from exercising or acting in accordance with their respective fiduciary duties under applicable law. The Parties agree that the rights and remedies for noncompliance with this Section 4.4 include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy for such injury. (d) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Company Stockholder Approval, the Company Board determines in good faith, after consultation with its outside legal counsel, in response to any proposal or offer from any Person or “group” (as defined in the Exchange Act) to the Company or the Company Board with respect to a Company Competing Transaction (such proposal or offer, an “Acquisition Proposal”) that such Acquisition Proposal constitutes a Superior Proposal and that the failure to terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties under applicable law, the Company or the Company Board may, prior to obtaining the Company Stockholder Approval, terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal; provided, that the Company pays to BRPA the Termination Fee required to be paid pursuant Section 7.2(b)(i) at or after the time of such termination in accordance with Section 7.2(b)(i); provided, further, that the Company will not be entitled to terminate this Agreement in accordance with Section 7.1(h) unless the Company delivers to BRPA a written notice advising BRPA that the Company Board proposes to take such action. For purposes of this Agreement, “Superior Proposal” means a bona fide and written Acquisition Proposal made after the date hereof that the Company Board in good faith determines (after consultation with its outside legal counsel) is reasonably likely to be consummated in accordance with its terms and would, if consummated, result in a transaction that is more favorable from a financial point of view to the stockholders of the Company (solely in their capacity as such) than the transactions contemplated hereby after taking into account all such factors and matters deemed relevant in good faith by the Company Board, including legal, financial (including the financing terms of any such proposal), regulatory, timing or other aspects of such proposal and this Agreement and the transactions contemplated hereby.

Exclusivity. (ai) During the Interim Period, to the extent not inconsistent with the fiduciary duties Seller agrees that neither it nor any of its Affiliates nor any of the BRPA Board, BRPA shall not, shall cause officers and directors of it or any of its Subsidiaries not toAffiliates will, and shall that it will use its reasonable best efforts to cause its and their Representatives its Affiliates' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Affiliates) not to, directly or indirectly, solicit, initiate, enter intoindirectly (A) initiate or solicit any inquiries, or continue discussionsthe making of any proposal or offer with respect to, negotiations(1) a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving Seller or any of its Affiliates, (2) any purchase or sale of 33% or more of the consolidated assets (including, without limitation, stock or assets of Seller's Affiliates) of Seller and its Affiliates, taken as a whole, or transactions with(3) any purchase or sale of, or encourage tender or respond exchange offer for, Seller's equity securities that, if consummated, would result in any Person (or the stockholders of such Person) beneficially owning securities representing in excess of 33% of the power to vote for the election of a majority of directors of Seller (any inquiries such proposal, offer or proposals bytransaction (other than a proposal or offer made by Buyer or an Affiliate thereof) being referred to in this Agreement as an "Acquisition Proposal"), (B) have any discussion with or provide any confidential information or data to any Person relating toto an Acquisition Proposal, (C) knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (D) approve or recommend, or enter into propose publicly to approve or consummate recommend, any transaction relating to, (i) any Business Combination, mergerAcquisition Proposal, or sale of ownership interests (E) approve or material assets of BRPArecommend, or a recapitalization, share exchangepropose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar transaction with respect agreement or propose publicly or agree to BRPA or do any of its Subsidiaries or the foregoing related to any Acquisition Proposal. (ii) any financingNotwithstanding anything in this §5(g)(ii) to the contrary, investment, acquisition, purchase, merger, sale or (A) nothing in this Agreement shall restrict Seller from filing a Current Report on Form 8-K describing this Agreement and the transactions contemplated by this Agreement and by any other similar transaction agreements being entered into by Seller on the date of this Agreement (which filing may include this Agreement as an exhibit) promptly after the date of this Agreement or from complying with its obligations under the Securities Act of 1933, as amended, the Securities Exchange Act and any other Law; provided, however, that would restrict, prohibit or inhibit the Company’s or BRPA’s ability such filing of Form 8-K shall comply with §6(d); (B) Seller's board of directors may authorize Seller to consummate the Merger and the other Transactions, engage in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “BRPA Competing Transactions”). In addition, BRPA will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person who (without any solicitation or initiation, directly or indirectly, by Seller or any officer, director, employee, agent or representative of Seller (collectively, the "Representatives") after the date of this Agreement) seeks to initiate such discussions or negotiations and may furnish such Person information concerning and access to Seller and its Subsidiaries and their respective businesses, properties and assets, and Seller's board of directors may direct its Representatives to cooperate with and be available to consult with any such Person; provided that in the case of this clause (B), Seller's board of directors shall have determined in the exercise of its fiduciary duties that such action is in the best interests of Seller's Stockholders; (C) following receipt of an Acquisition Proposal that is financially superior to this Agreement (as determined in good faith by Seller's board of directors), Seller's board of directors may withdraw, modify or not make its recommendation in favor of this Agreement; provided that in the case of this clause (C), Seller's board of directors shall have concluded in good faith that such action is necessary in order for it to act in a manner that is consistent with its fiduciary obligations; and (D) Seller's board of directors may take and disclose to Seller Stockholders any position required under the Securities Exchange Act; provided that, in each case referred to in the foregoing clauses (B), (C) and (D), Seller shall not engage in negotiations with, or disclose any nonpublic information to, any Person unless it receives from such Person an executed confidentiality agreement on terms and conditions deemed to be appropriate by Seller's board of directors and its counsel and financial advisors. Seller shall immediately cease and cause to be terminated any existing solicitation of, and any discussion or negotiation conducted heretofore prior to the date of this Agreement by it or any of its Representatives with respect to any BRPA Competing TransactionAcquisition Proposal. BRPA Except to the extent Seller's board of directors deems it necessary not to do so in the exercise of its fiduciary obligations, Seller will promptly (and in notify Buyer of the receipt of any event within two (2) Business Days) notify the Company if BRPA or any of its SubsidiariesAcquisition Proposal, or, to BRPA’s knowledge, any of BRPA’s Representatives receives any inquiry, proposal, offer or submission with respect to a BRPA Competing Transaction (including the identity of the Person or group making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide the Company with a copy of such inquiry, proposal, offer or submission. (b) During the Interim Period, to the extent not inconsistent with the fiduciary duties of the Company Board, the Company shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their Representatives not to, directly or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (i) any merger or sale of ownership interests or material assets of the Company, or a recapitalization, share exchange, or similar transaction with respect to the Company or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “Company Competing Transactions”). In addition, the Company will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Competing Transaction. The Company will promptly (and in any event within two (2) Business Days) notify BRPA if the Company or any of its Subsidiaries, or, to the Company’s knowledge, any of the Company’s Representatives receives any inquiry, proposal, offer or submission with respect to a Company Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide BRPA with a copy of such inquiry, proposal, offer or submission. (c) Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall restrict or limit the ability of the Company Board or the BRPA Board from exercising or acting in accordance with their respective fiduciary duties under applicable law. The Parties agree that the rights and remedies for noncompliance with this Section 4.4 include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy for such injury. (d) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Company Stockholder Approval, the Company Board determines in good faith, after consultation with its outside legal counsel, in response to any proposal or offer from any Person or “group” (as defined in the Exchange Act) to the Company or the Company Board with respect to a Company Competing Transaction (such proposal or offer, an “Acquisition Proposal”) that such Acquisition Proposal constitutes a Superior Proposal and that the failure material terms and conditions of such Acquisition Proposal. Nothing in this §5(g)(ii) shall (x) permit Seller to terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties under applicable law, the Company or the Company Board may, prior to obtaining the Company Stockholder Approval, terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal; provided, that the Company pays to BRPA the Termination Fee required to be paid pursuant Section 7.2(b)(i) at or after the time of such termination (except as specifically provided in accordance with Section 7.2(b)(i); provided, further, that the Company will not be entitled to terminate this Agreement in accordance with Section 7.1(h) unless the Company delivers to BRPA a written notice advising BRPA that the Company Board proposes to take such action. For purposes §9 of this Agreement, “Superior Proposal” means a bona fide and written Acquisition Proposal made after the date hereof that the Company Board in good faith determines ) or (after consultation with its outside legal counsely) is reasonably likely to be consummated in accordance with its terms and would, if consummated, result in a transaction that is more favorable from a financial point affect any other obligation of view to the stockholders of the Company (solely in their capacity as such) than the transactions contemplated hereby after taking into account all such factors and matters deemed relevant in good faith by the Company Board, including legal, financial (including the financing terms of any such proposal), regulatory, timing or other aspects of such proposal and Seller under this Agreement and the transactions contemplated herebyAgreement.

Exclusivity. (a) During From the Interim date hereof until the Closing (the “Exclusivity Period”), no Seller or Principal shall (i) authorize, direct or permit any of its or their respective Representatives or Affiliates to the extent not inconsistent with the fiduciary duties of the BRPA Board, BRPA shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts take any action to cause its and their Representatives not to, directly or indirectly, indirectly solicit, initiate, enter intoseek, or continue discussionsencourage, negotiationsfacilitate, or transactions withapprove, or encourage endorse, recommend or respond to any inquiries or proposals byinquiry, proposal, or provide any information to any Person relating tooffer (whether formal or informal, written, oral or otherwise) from, or enter into participate in any discussions or consummate negotiations with, any transaction relating to, third party regarding any (iA) any Business Combination, merger, direct or indirect acquisition or sale of ownership any Seller in whole or in part, (B) merger, consolidation, reorganization, recapitalization, liquidation, dissolution or other business combination or extraordinary corporate transaction involving any Seller, (C) acquisition, disposition, or listing on any securities exchange of any portion of the membership interests or material assets voting power of BRPAany Seller (whether by sale, assignment, issuance, proxy, pledge, encumbrance or a recapitalization, share exchange, or similar transaction with respect to BRPA or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each caseotherwise, other than the Merger issuance of membership interests of any Seller upon exercise or conversion of options, warrants or other equity-based securities issued prior to the date of this Agreement), (D) acquisition or disposition of any material asset or material portion of the assets of any Seller (whether by sale, assignment, option, license, pledge, encumbrance or otherwise, other than bona fide sales and nonexclusive licenses of products in the other Transactions Ordinary Course of Business) (the transactions any such transaction described in subsections clauses (iA), (B), (C) and or (D) of this Section 7.3(a)(i), a “Third Party Acquisition”); (ii) furnish any non-public information concerning the business, properties or assets of any Seller or division of any Seller to any other Person (other than the Purchaser or its Representatives), collectively “BRPA Competing Transactions”). In addition, BRPA will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing ; or (iii) engage in discussions or negotiations with any Person conducted heretofore with respect (other than the Purchaser and its Representatives) concerning any Third Party Acquisition. Each Seller agrees that any such discussions or negotiations in progress as of the date of this Agreement shall be immediately terminated and that in no event shall any Seller approve, accept or enter into an agreement concerning any Third Party Acquisition during the Exclusivity Period. During the Exclusivity Period, no Seller or Principal shall authorize, direct or cause any of their respective Representative or Affiliates to any BRPA Competing Transaction. BRPA will promptly (and continue or participate in any event within two negotiations or discussions with any Person for the purpose of effecting an acquisition, joint venture with or strategic investment in any other Person or business. 4306983-11 (2b) Business DaysEach Seller shall immediately notify any Person with whom or with which discussions or negotiations of the nature described in Section 7.3(a) notify are pending as of the Company if BRPA date hereof that such Seller is terminating such discussions or negotiations. If any of its Subsidiaries, or, to BRPA’s knowledge, any of BRPA’s Representatives Seller receives any inquiry, proposalproposal or offer of the nature described in Section 7.3(a), offer such Seller shall, within one (1) day after such receipt, notify the Purchaser of such inquiry, proposal or submission with respect to a BRPA Competing Transaction (offer, including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after other party and the execution and delivery of this Agreement, and will provide the Company with a copy terms of such inquiry, proposal, offer proposal or submission. (b) During the Interim Period, to the extent not inconsistent with the fiduciary duties of the Company Board, the Company shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their Representatives not to, directly or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (i) any merger or sale of ownership interests or material assets of the Company, or a recapitalization, share exchange, or similar transaction with respect to the Company or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “Company Competing Transactions”). In addition, the Company will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Competing Transaction. The Company will promptly (and in any event within two (2) Business Days) notify BRPA if the Company or any of its Subsidiaries, or, to the Company’s knowledge, any of the Company’s Representatives receives any inquiry, proposal, offer or submission with respect to a Company Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide BRPA with a copy of such inquiry, proposal, offer or submissionoffer. (c) Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall restrict or limit the ability of the Company Board or the BRPA Board from exercising or acting in accordance with their respective fiduciary duties under applicable law. The Parties agree Each Seller agrees that the rights and remedies for noncompliance with this Section 4.4 7.3 shall include specific performancehaving such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will shall cause irreparable injury to the non-breaching Party Purchaser and that money damages would not provide an adequate remedy for such injury. (d) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Company Stockholder Approval, the Company Board determines in good faith, after consultation with its outside legal counsel, in response to any proposal or offer from any Person or “group” (as defined in the Exchange Act) to the Company or the Company Board with respect to a Company Competing Transaction (such proposal or offer, an “Acquisition Proposal”) that such Acquisition Proposal constitutes a Superior Proposal and that the failure to terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties under applicable law, the Company or the Company Board may, prior to obtaining the Company Stockholder Approval, terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal; provided, that the Company pays to BRPA the Termination Fee required to be paid pursuant Section 7.2(b)(i) at or after the time of such termination in accordance with Section 7.2(b)(i); provided, further, that the Company will not be entitled to terminate this Agreement in accordance with Section 7.1(h) unless the Company delivers to BRPA a written notice advising BRPA that the Company Board proposes to take such action. For purposes of this Agreement, “Superior Proposal” means a bona fide and written Acquisition Proposal made after the date hereof that the Company Board in good faith determines (after consultation with its outside legal counsel) is reasonably likely to be consummated in accordance with its terms and would, if consummated, result in a transaction that is more favorable from a financial point of view to the stockholders of the Company (solely in their capacity as such) than the transactions contemplated hereby after taking into account all such factors and matters deemed relevant in good faith by the Company Board, including legal, financial (including the financing terms of any such proposal), regulatory, timing or other aspects of such proposal and this Agreement and the transactions contemplated herebyPurchaser.

Exclusivity. (a) During From the Interim Period, to date of this Agreement through the extent not inconsistent with date of entry by the fiduciary duties Bankruptcy Court of the BRPA BoardProcedure Order, BRPA shall the Sellers and their Subsidiaries will not, shall and will cause its Subsidiaries not totheir respective Affiliates, representatives and shall use its reasonable best efforts financial advisers to cause its and their Representatives not tonot, directly or indirectly, solicit, initiate, enter into, solicit or continue initiate discussions, negotiations, transactions or transactions agreements with, or encourage or respond to any inquiries or proposals byencourage, or provide any information to any Person relating to, any corporation, partnership or enter into other Person or consummate group (other than the Buyer and its Affiliates and their respective designees and representatives) concerning any transaction relating toAlternative Transaction, (i) other than those Persons or groups with whom the Sellers have already had contact, and the Sellers will promptly inform the Buyer of, and provide the Buyer with, any Business Combination, merger, information regarding any written offers or sale written expressions of ownership interests or material assets interest involving the Sellers and/or any of BRPA, or a recapitalization, share exchange, or similar transaction with respect to BRPA their Subsidiaries or any of its Subsidiaries or (ii) any financingtheir respective assets; provided, investmenthowever, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “BRPA Competing Transactions”). In addition, BRPA will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any BRPA Competing Transaction. BRPA will promptly (and in any event within two (2) Business Days) notify the Company if BRPA or any of its Subsidiaries, or, to BRPA’s knowledge, any of BRPA’s Representatives receives any inquiry, proposal, offer or submission with respect to a BRPA Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide the Company with a copy of such inquiry, proposal, offer or submission. (b) During the Interim Period, to the extent not inconsistent with the fiduciary duties of the Company Board, the Company shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their Representatives not to, directly or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (i) any merger or sale of ownership interests or material assets of the Company, or a recapitalization, share exchange, or similar transaction with respect to the Company or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “Company Competing Transactions”). In addition, the Company will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Competing Transaction. The Company will promptly (and in any event within two (2) Business Days) notify BRPA if the Company or any of its Subsidiaries, or, to the Company’s knowledge, any of the Company’s Representatives receives any inquiry, proposal, offer or submission with respect to a Company Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide BRPA with a copy of such inquiry, proposal, offer or submission. (c) Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement Section 5.5 shall restrict or limit prohibit the ability officers and directors of the Company Board or Sellers from discussing any Competing Bid received from an unaffiliated third party with each other and with the BRPA Board from exercising or acting in accordance with their respective fiduciary duties under applicable law. The Parties agree that the rights Sellers’ legal and remedies for noncompliance with this Section 4.4 include specific performancefinancial representatives; and, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy for such injury. (d) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Company Stockholder Approval, the Company Board determines in good faith, after consultation with its outside legal counsel, in response to any proposal or offer from any Person or “group” (as defined in the Exchange Act) to the Company or the Company Board with respect to a Company Competing Transaction (such proposal or offer, an “Acquisition Proposal”) that such Acquisition Proposal constitutes a Superior Proposal and that the failure to terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties under applicable law, the Company or the Company Board may, prior to obtaining the Company Stockholder Approval, terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal; provided, that the Company pays to BRPA the Termination Fee required to be paid pursuant Section 7.2(b)(i) at or after the time of such termination in accordance with Section 7.2(b)(i); provided, further, that after entry of the Company will not Procedure Order (including Bankruptcy Court approval of the Break-up Fee, Expense Reimbursement and other provisions of Section 9), the Sellers and their Subsidiaries shall be entitled to terminate this Agreement in accordance with Section 7.1(h) unless the Company delivers to BRPA a written notice advising BRPA that the Company Board proposes permitted to take such action. For purposes any of the actions otherwise proscribed by the terms of this AgreementSection 5.5 preceding this proviso and the prior proviso if, “Superior Proposal” means prior to taking any such actions (other than advising prospective bidders as to the existence of the Auction), the Sellers and their Subsidiaries and such prospective bidder shall have signed a bona fide confidentiality agreement either (i) on terms substantially identical to the terms of the confidentiality agreement previously entered into between the Sellers and the Buyer in order to discuss potential transactions or (ii) with the written Acquisition Proposal made after consent of the date hereof that the Company Board in good faith determines Buyer (after consultation with its outside legal counsel) is reasonably likely such consent not to be consummated unreasonably withheld or delayed) in accordance with its terms and would, if consummated, result in a transaction that is more favorable from a financial point of view such other form reasonably acceptable to the stockholders Sellers, provided that in no event shall such confidentiality agreement fail to contain provisions prohibiting the use of such information by such prospective bidder for purposes other than evaluation of an Alternative Transaction or fail to contain provisions permitting assignment of all rights of the Company (solely Sellers in and to such confidentiality agreement to the Buyer. The Sellers shall inform the Buyer of the entry into any contract by either of the Sellers and/or any of their capacity as such) Subsidiaries with respect to any Alternative Transaction no later than the transactions contemplated hereby day after taking such entry into account all such factors and matters deemed relevant in good faith by the Company Board, including legal, financial (including the financing terms of any such proposal), regulatory, timing or other aspects of such proposal and this Agreement and the transactions contemplated herebycontract.

Exclusivity. (a) During the Interim Period, to the extent not inconsistent with the fiduciary duties In consideration of the BRPA Boardundertakings and agreements contained herein, BRPA shall notNorth Country agrees that, shall so long as this Agreement is in effect, neither North Country nor any of its Subsidiaries nor any of the respective officers and directors of North Country or any of its Subsidiaries shall, and North Country will cause its Subsidiaries employees, agents and representatives (including any investment banker, attorney, advisor or accountant retained by North Country or any of its subsidiaries) not to, and shall use its reasonable best efforts to cause its and their Representatives not toinitiate or solicit, directly or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals bythe making of any Acquisition Proposal, or engage in any negotiations concerning, or provide any confidential information to any Person relating or data to, or enter into have any discussions with, any person, entity or consummate group relating to any transaction relating to, (i) any Business Combination, mergerAcquisition Proposal, or sale of ownership interests otherwise facilitate any effort or material assets of BRPAattempt to make or implement any Acquisition Proposal, or a recapitalizationexcept as contemplated by this Agreement. (b) North Country will immediately cease and cause to be terminated any existing activities, share exchange, or similar transaction with respect to BRPA or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “BRPA Competing Transactions”). In addition, BRPA will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person persons, entities or groups conducted heretofore with respect to any BRPA Competing Transaction. BRPA will promptly (and in any event within two (2) Business Days) notify the Company if BRPA or any of its Subsidiaries, or, to BRPA’s knowledge, any of BRPA’s Representatives receives any inquiry, proposal, offer or submission with respect to a BRPA Competing Transaction (including the identity of the Person making foregoing. North Country shall notify NCFC Recapitalization immediately if any such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide the Company with a copy of such inquiry, proposal, offer or submission. (b) During the Interim Period, to the extent not inconsistent with the fiduciary duties of the Company Board, the Company shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their Representatives not to, directly or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals are received by, or provide any such information to any Person relating tois requested from, or enter into any such negotiations or consummate any transaction relating to, (i) any merger discussions are sought to be initiated or continued with North Country. NCFC Recapitalization acknowledges that North Country has agreements in place to sell three branch locations. Completion of these branch sale of ownership interests or material assets of the Company, or a recapitalization, share exchange, or similar transaction with respect to the Company or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “Company Competing Transactions”). In addition, the Company will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Competing Transaction. The Company will promptly (and not in any event within two (2) Business Days) notify BRPA if way violate the Company or any of its Subsidiaries, or, to the Company’s knowledge, any of the Company’s Representatives receives any inquiry, proposal, offer or submission with respect to a Company Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery terms of this Section or this Agreement, and will provide BRPA with a copy of such inquiry, proposal, offer or submission. (c) Notwithstanding anything in this Agreement to the contrary, nothing Nothing contained in this Agreement shall prohibit North Country or its Board of Directors from making such disclosures to its shareholders as are required under applicable law or the NASDAQ Rules or from taking and disclosing to its shareholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act. Nothing contained in this Agreement shall prohibit the Board of Directors of North Country from either furnishing information to, or entering into discussions or negotiations with, any person, entity or group regarding any Acquisition Proposal, approving and recommending an Acquisition Proposal from any person, entity or group or being involved in a North Country Recommendation Event, if the Board of Directors of North Country determines in good faith that such action is appropriate in furtherance of the best interests of its shareholders. In connection with any such determination, (i) North Country shall direct its officers and other appropriate personnel to cooperate with and be reasonably available to consult with any such person, entity or group, (ii) North Country shall disclose to NCFC Recapitalization that it is furnishing information to, or entering into discussions or negotiations with, such person, entity or group, which disclosure shall describe the terms thereof (but need not identify the person, entity or group making the offer), (iii) prior to furnishing such information to such person, entity or group, North Country shall enter into a written agreement with such person, entity or group which provides for, among other things, (A) the furnishing to North Country of information regarding such person, entity or group that is relevant to its ability to finance and otherwise perform its obligations under its Acquisition Proposal; (B) the confidentiality of all non-public information furnished to such person, entity or group by North Country; and (C) procedures reasonably satisfactory to North Country that are designed to restrict or limit the ability provision of the Company Board or the BRPA Board from exercising or acting in accordance with their respective fiduciary duties under applicable law. The Parties agree information regarding North Country that the rights and remedies for noncompliance with this Section 4.4 include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury could be used to the competitive disadvantage of North Country, or in a manner that would be detrimental to the interests of its shareholders; (iv) North Country shall not furnish any non-breaching Party and that money damages would not provide an adequate remedy for such injury. (d) Notwithstanding anything in this Agreement to the contrary, if, at public information regarding NCFC Recapitalization or any time prior to obtaining the Company Stockholder Approval, the Company Board determines in good faith, after consultation with its outside legal counsel, in response to any proposal or offer from any Person or “group” (as defined in the Exchange Act) to the Company or the Company Board with respect to a Company Competing Transaction (such proposal or offer, an “Acquisition Proposal”) that such Acquisition Proposal constitutes a Superior Proposal and that the failure to terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties under applicable law, the Company or the Company Board may, prior to obtaining the Company Stockholder Approval, terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal; provided, that the Company pays to BRPA the Termination Fee required to be paid pursuant Section 7.2(b)(i) at or after the time of such termination in accordance with Section 7.2(b)(i); provided, further, that the Company will not be entitled to terminate this Agreement in accordance with Section 7.1(h) unless the Company delivers to BRPA a written notice advising BRPA that the Company Board proposes to take such action. For purposes of this Agreement, “Superior Proposal” means a bona fide and written Acquisition Proposal made after the date hereof that the Company Board in good faith determines (after consultation with its outside legal counsel) is reasonably likely to be consummated in accordance with its terms and would, if consummated, result in a transaction that is more favorable from a financial point of view to the stockholders of the Company (solely in their capacity as such) than the transactions contemplated hereby after taking into account all such factors and matters deemed relevant in good faith by the Company Board, including legal, financial (including the financing terms of any such proposal), regulatory, timing or other aspects of such proposal and this Agreement and the transactions contemplated hereby; and (v) North Country shall keep NCFC Recapitalization informed of the status of any such discussions or negotiations (provided that North Country shall not be required to disclose to NCFC Recapitalization confidential information concerning the business or operations of such person, entity or group).

Exclusivity. (a) During From the Interim Perioddate of this Agreement until the Closing, to or the extent earlier termination of this Agreement in accordance with its terms, except as provided for in this Agreement, the Company and Merger Sub will not inconsistent with (and will cause the fiduciary duties of the BRPA Board, BRPA shall not, shall cause its Subsidiaries not to, Company Group and shall use its reasonable best efforts to cause its and their respective Affiliates and Representatives not to, directly or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (i) any Business Combination, merger, or sale of ownership interests or material assets of BRPA, or a recapitalization, share exchange, or similar transaction with respect to BRPA or any of its Subsidiaries or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions (the transactions in subsections (i) and (ii), collectively “BRPA Competing Transactions”). In addition, BRPA will, and will cause its Subsidiaries and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any BRPA Competing Transaction. BRPA will promptly (and in any event within two (2) Business Days) notify the Company if BRPA or any of its Subsidiaries, or, to BRPA’s knowledge, any of BRPA’s Representatives receives any inquiry, proposal, offer or submission with respect to a BRPA Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide the Company with a copy of such inquiry, proposal, offer or submission. (b) During the Interim Period, to the extent not inconsistent with the fiduciary duties of the Company Board, the Company shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their Representatives not to, directly or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (i) any merger or sale of ownership interests in, or material assets of of, the CompanyCompany Group, or a recapitalization, share exchange, or similar transaction with respect to the Company or any of its Subsidiaries Group, or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Company’s or BRPA’s ability of the Company Group to consummate the Merger and the other Transactions, in each case, other than the Merger and the other Transactions contemplated by this Agreement (the transactions in subsections (i) and (ii), collectively “Company Competing Transactions”). In addition, the Company will, and Merger Sub will (and will cause its Subsidiaries the Company Group and use reasonable best efforts to cause its and their respective Affiliates and Representatives to, ) promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Competing Transaction. The Company and Merger Sub will promptly (and in any no event within two (2) Business Dayslater than 48 hours after becoming aware of such inquiry, proposal, offer or submission) notify BRPA SPAC if the Company or any of its Subsidiaries, Merger Sub (or, to the Company’s knowledgeKnowledge, any Affiliates or Representatives of the Company’s Representatives , Merger Sub or any other member of the Company Group) receives any inquiry, proposal, offer or submission with respect to a Company Competing Transaction, after the execution and delivery of this Agreement, and will inform the SPAC of the principal terms of the inquiry, proposal, offer or submission. (b) From the date of this Agreement until the Closing, or the earlier termination of this Agreement in accordance with its terms, except as provided for in this Agreement, the SPAC will not (and will cause its Affiliates and Representatives not to) solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, (i) any merger or sale of ownership interests in, or material assets of, the SPAC or any of its Subsidiaries, or a recapitalization, share exchange, or similar transaction with respect to the SPAC or any of its Subsidiaries, or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the ability of the SPAC or any of its Subsidiaries to consummate the Transactions contemplated by this Agreement (the transactions in subsections (i) and (ii), collectively “SPAC Competing Transactions”). In addition, the SPAC will (and will cause its Affiliates and Representatives to) promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any SPAC Competing Transaction. The SPAC will promptly (and in no event later than 48 hours after becoming aware of such inquiry, proposal, offer or submission) notify the Company if the SPAC (or, to the SPAC’s Knowledge, any of its Affiliates or Representatives) receives any inquiry, proposal, offer or submission with respect to a SPAC Competing Transaction (not including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide BRPA with a copy inform the Company of such the principal terms of the inquiry, proposal, offer or submission. (c) Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall restrict or limit the ability of the Company Board or the BRPA Board from exercising or acting in accordance with their respective fiduciary duties under applicable law. The Parties agree that the rights and remedies for noncompliance with this Section 4.4 include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy for such injury. (d) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Company Stockholder Approval, the Company Board determines in good faith, after consultation with its outside legal counsel, in response to any proposal or offer from any Person or “group” (as defined in the Exchange Act) to the Company or the Company Board with respect to a Company Competing Transaction (such proposal or offer, an “Acquisition Proposal”) that such Acquisition Proposal constitutes a Superior Proposal and that the failure to terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties under applicable law, the Company or the Company Board may, prior to obtaining the Company Stockholder Approval, terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal; provided, that the Company pays to BRPA the Termination Fee required to be paid pursuant Section 7.2(b)(i) at or after the time of such termination in accordance with Section 7.2(b)(i); provided, further, that the Company will not be entitled to terminate this Agreement in accordance with Section 7.1(h) unless the Company delivers to BRPA a written notice advising BRPA that the Company Board proposes to take such action. For purposes of this Agreement, “Superior Proposal” means a bona fide and written Acquisition Proposal made after the date hereof that the Company Board in good faith determines (after consultation with its outside legal counsel) is reasonably likely to be consummated in accordance with its terms and would, if consummated, result in a transaction that is more favorable from a financial point of view to the stockholders of the Company (solely in their capacity as such) than the transactions contemplated hereby after taking into account all such factors and matters deemed relevant in good faith by the Company Board, including legal, financial (including the financing terms of any such proposal), regulatory, timing or other aspects of such proposal and this Agreement and the transactions contemplated hereby.