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 $5,000,000, 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)].

Indemnity Escrow Fund. The Indemnity Escrow Fund shall be distributed by the Escrow Agent in accordance with this [Section 2.6], [Section 10.2], [Article IX] and the Escrow Agreement. Within ten (10) days following the Expiration Date, the amount of the Indemnity Escrow Fund then remaining (including, for the avoidance of doubt, sixty percent (60%) of all interest and other income earned thereon), minus an amount sufficient to cover any outstanding and unpaid Indemnification Claims made in good faith on or prior to the Expiration Date, shall be released to the Exchange Agent for distribution to Schultz. After the applicable date on which the Indemnity Escrow Fund is released pursuant to the foregoing sentence, upon the settlement or final determination of any prior or pending Indemnification Claim, any amount remaining in the Indemnity Escrow Fund relating to such prior or ending Indemnification Claim shall be immediately released to the Exchange Agent for distribution to Schultz.

Reference Bond Fund. The reference investment shall be a mutual fund or bank common trust fund which invests in a diversified portfolio of government and high quality corporate bonds (generally A rated or higher) with average maturities of up to 5 years.

Reference Growth Fund. The reference investment shall be a mutual fund which focuses on growth equities.

NO FUND CREATED. Any and all payments hereunder to any Grantee under the Plan shall be made from the general funds of the Company (or, if applicable, a Participating Company), no special or separate fund shall be established or other segregation of assets made to assure such payments, and the Phantom Shares (including for purposes of this Section 25 any accounts established to facilitate the implementation of [Section 10(d)(iii)]) and any other similar devices issued hereunder to account for Plan obligations do not constitute Common Stock and shall not be treated as (or as giving rise to) property or as a trust fund of any kind; provided, however, that the Company (or a Participating Company) may establish a mere bookkeeping reserve to meet its obligations hereunder or a trust or other funding vehicle that would not cause the Plan to be deemed to be funded for tax purposes or for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended. The obligations of the Company (or, if applicable, a Participating Company) under the Plan are unsecured and constitute a mere promise by the Company (or, if applicable, a Participating Company) to make benefit payments in the future and, to the extent that any person acquires a right to receive payments under the Plan from the Company (or, if applicable, a Participating Company), such right shall be no greater than the right of a general unsecured creditor of the Company (or, if applicable, a Participating Company). Without limiting the foregoing, Phantom Shares and any other similar devices issued hereunder to account for Plan obligations are solely a device for the measurement and determination of the amounts to be paid to a Grantee under the Plan, and each Grantee's right in the Phantom Shares and any such other devices is limited to the right to receive payment, if any, as may herein be provided.

“Special Member” means NLGI US Private Debt Fund I.

“Approved Fund” means a fund administered or managed by a [[Organization A:Organization]], an Affiliate thereof or an entity or an Affiliate of an entity that administers or manages a [[Organization A:Organization]].

SCP CAYMAN DEBT MASTER FUND SPV LLC, as a Lender

SLR CP SF DEBT FUND SPV LLC, as a Lender

“Approved Fund” means any Fund that is administered or managed by # a Lender, # an Affiliate of a Lender or # an entity or an Affiliate of an entity that administers or manages a Lender.