BRPA Financing. If the BRPA Board determines it is reasonably necessary solely to meet Nasdaq listing standards or the SEC net tangible asset test (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act), BRPA may, upon the written consent of the Company (such consent not to be unreasonably withheld, conditioned, or delayed), arrange and obtain up to a maximum of ​ in financing from the sale of BRPA Common Stock at a price per share of no less than ​ (“Financing”). Such Financing may be made contingent upon Closing. If BRPA elects to arrange and obtain Financing, upon reasonable advance notice to the Company, the Company shall # furnish, or cause to be furnished, to any Financing sources such information regarding the Company as may be reasonably requested, # cause the Company’s management team, with appropriate seniority and expertise, to participate in meetings, presentations, due diligence sessions, drafting sessions, road shows and meetings with prospective Financing sources, # prepare offering documents and other marketing materials of a type customarily used for the type of financing proposed and cooperate with marketing efforts for the Financing as reasonably requested, and # execute and deliver definitive documents related to the Financing; provided, in each case in [clauses [(i) through (iv) above]], that nothing in this [Section 5.18] shall require any efforts to the extent that such efforts would reasonably be expected to conflict with or violate any Legal Requirement, or result in the material

Financing. Purchaser shall have at the Closing sufficient cash or other sources of immediately available funds for the payment of the Closing Date Payment on the Closing Date (assuming the satisfaction in full of all conditions to funding and the conditions set forth in [Sections 7.1 and 7.2]2]).

Financing. Lender shall fund the portion of the Loan that Lender has agreed to fund under the terms of the documents evidencing the Loan other than a failure to fund that is a result of or on account of ​’s failure to comply with any of the terms of the Approved Loan Documents necessary for the Loan to be funded in accordance therewith.

Financing. The Option Holder has sufficient funds available to it to purchase all of the Purchase Shares pursuant to this Agreement.

BRPA Listing. The BRPA Common Stock, BRPA Warrants, BRPA Rights, and BRPA Units are listed for trading on the Nasdaq Capital Market (“Nasdaq”). Except as set forth in the BRPA SEC Reports or [Schedule 3.21] of the BRPA Schedules, there is no, and there has not been any, action or proceeding pending or, to BRPA’s knowledge, threatened against BRPA by Nasdaq with respect to any intention by such entity to prohibit or terminate the listing of BRPA Common Stock on Nasdaq. None of BRPA, Merger Sub, or any of its or their Affiliates has taken any action in an attempt to terminate the registration of the BRPA Common Stock under the Exchange Act.

BRPA Borrowings. Until the Closing, BRPA shall be allowed to borrow funds from the BRPA Lenders, the Sponsor, its directors, officers, shareholders, and each of their Affiliates to meet its reasonable capital requirements, with any such loans to be made only as reasonably required by the operation of BRPA in due course on a non-interest bearing basis (such aggregate amount of outstanding borrowings, the “BRPA Borrowings”). [Schedule 5.12] of the BRPA Schedules sets forth the amount of BRPA Borrowings outstanding as of the date hereof. At the Closing, the outstanding principal and unpaid accrued interest on BRPA Borrowings

BRPA Borrowings. The amount of all BRPA Borrowings outstanding (including, for the avoidance of doubt, borrowings pursuant to [Section 5.12]) that are due and payable as of the Closing Date or at any time after the Closing, shall not exceed, in the aggregate, ​.

Trust Fund Disbursement. Upon satisfaction or waiver of the conditions set forth in [Article VI] and provision of notice to Continental in accordance with the Trust Agreement, at the Closing, BRPA shall instruct Continental to distribute the Trust Fund as follows: # first, for the redemption of any shares of BRPA Common Stock by BRPA Stockholders in connection with the Offer, # second, for income Tax or other Tax obligations of BRPA prior to Closing, # third, for the payment of the Outstanding Company Transaction Expenses and the Outstanding BRPA Transaction Expenses pursuant to [Section 1.16], # fourth, in reimbursement of expenses paid by directors, officers, and stockholders of BRPA, # fifth, to the extent the sum of # the amount remaining in of the Trust Fund after the disbursement provided by [Section 5.13(a)] plus # the Financing, if any, exceeds ​, for the payment of BRPA Borrowings, and # sixth, to distribute to BRPA the balance of the assets in the Trust Fund and net proceeds of any financing of BRPA or for the benefit of BRPA, if any, after payment of the amounts required under the [foregoing [clauses (a) through (e)]].

BRPA Stockholder Approval. The BRPA Stockholder Approval shall have been obtained.

Financing Transactions. Provider shall cooperate with Manager so that Manager can arrange necessary financing for Provider and for Manager relating to the Management Services provided by Manager to Provider.