Shares Escrow. Duly executed Escrow Agreement;

To enforce any restrictions on a Grantee’s Shares, the Administrator may require the Grantee to deposit all certificates representing Shares, together with stock powers or other instruments of transfer approved by the Administrator, appropriately endorsed in blank, with the Company or an agent designated by the Company to hold in escrow until such restrictions have lapsed or terminated, and the Administrator may cause a legend or legends referencing such restrictions to be placed on the certificates.

Escrow of Restricted Shares. The Secretary of the Company shall hold the Shares in escrow and will either # release eligible Restricted Shares when vested or # in the event Grantee is terminated as set forth in Section 2.2 of this Agreement, return Restricted Shares which have not yet vested as of the date of such termination to the Company for cancellation. Grantee will have no voting rights with respect to Restricted Shares until such Restricted Shares have been vested and released from escrow to the Grantee. All cash, stock, and other dividends declared with respect to the Restricted Shares while in escrow will be remitted back to the Company when paid.

Escrow. Escrow shall be opened upon execution of this Agreement by both parties. A copy of this Agreement will be delivered to the Title Company and will serve as escrow instructions together with the Title Company's standard instructions, any additional instructions required by Seller and/or Buyer or their respective counsels, and any additional instructions required by the Title Company to clarify its rights and duties. The parties agree to sign these additional instructions. If there is any conflict between these other instructions and this Agreement, this Agreement shall control.

Escrow. The Board may provide that any Restricted Shares or Bonus Shares shall be represented by, at the option of the Board, either book entry registration or by a stock certificate or certificates. If the shares of Restricted Shares are represented by a certificate or certificates, such shares shall be held (together with an assignment or endorsement executed in blank by the Grantee) in escrow by an escrow agent until such Restricted Shares become nonforfeitable or are forfeited.

Escrow. If requested by the Company, the certificate(s) for Restricted Shares shall, upon issuance, be deposited in escrow with the Company to be held in accordance with the provisions of this Agreement. If requested by the Company, any additional or exchanged securities or other property described in Subsection # below shall immediately be delivered to the Company to be held in escrow. All ordinary cash dividends on Restricted Shares (or on other securities held in escrow) shall be paid directly to the Purchaser and shall not be held in escrow. Restricted Shares, together with any other assets held in escrow under this Agreement, shall be # surrendered to the Company for repurchase upon exercise of the Right of Repurchase or the Right of First Refusal or # released to the Purchaser upon his or her request to the extent that the Shares have ceased to be Restricted Shares (but not more frequently than once every six months). In any event, all Purchased Shares that have ceased to be Restricted Shares, together with any other vested assets held in escrow under this Agreement, shall be released within 90 days after the earlier of # the termination of the Purchaser’s Service or # the lapse of the Right of First Refusal.

Escrow Analysis. With respect to each Mortgage that is not a HECM Loan,, [[Organization C:Organization]] has within the last twelve months (unless such Mortgage was originated within such twelve month period) analyzed the required Escrow Payments for each Mortgage and adjusted the amount of such payments so that, assuming all required payments are timely made, any deficiency will be eliminated on or before the first anniversary of such analysis, or any overage will be refunded to the Mortgagor, in accordance with Real Estate Settlement Procedures Act and any other applicable law.

Evans Escrow. At or prior to Closing, the Parent shall have communicated to the Parent’s transfer agent, that upon the conversion of the Parent Series A Convertible Preferred, six (6) million underlying shares of common stock shall be escrowed from those to be issued to [[Person A:Person]] Evans (the “Escrowed Shares”). Such escrow shall be released on the date that is 18 months after the Closing Date (the “Escrow Period”). If at any time during the Escrow Period, the Parent should issue any shares of its common stock pursuant to either an offering of equity, hybrid securities, or in exchange for another party’s securities or assets at a price per share less than $0.37, the Parent’s transfer agent shall cause the Escrowed Shares to be distributed to the shareholders of record of the Parent immediately prior to the Closing date on a pro rata basis. If all such share issuances are made at prices that are $0.37 or greater during the Escrow Period then the Escrowed Shares shall be released to [[Person A:Person]] Evans at the expiration of the Escrow Period. During the Escrow Period, [[Person B:Person]] shall retain full voting and shareholder rights regarding the Escrowed Shares, other than the right of transfer which shall be restricted. The transfer agent shall be directed to put a restrictive legend to that effect on the Escrowed Shares, thereby precluding their transfer. For the avoidance of doubt, this provision regarding the $0.37 threshold price shall not apply to # the common stock issued pursuant to this Agreement (including the Series C Conversion) and # the exchange with, or tender to, the Parent of the remaining shares of common stock of the Company so long as the total number of shares of common stock issued in connection with this Agreement and any tender or exchange does not exceed 123,483,390 shares.

Escrow Release. Notwithstanding anything to the contrary contained in [Sections 9.2, 9.3 and 9.4]4]4] of the Agreement, the parties shall use commercially reasonable efforts to conduct the First Escrow Release, the Second Escrow Release and the Third Escrow Release (if the same occur) “by mail.”

Upon occurrence of the Second Escrow Release Milestone: the remaining half (1/2) of the Escrowed Shares shall be released from the Escrow Pool to the Participant in the respective

Upon occurrence of the First Escrow Release Milestone: half (1/2) of the Escrowed Shares shall be released from the Escrow Pool to the Participant in the respective proportion of their interest in the Escrow Pool, as provided hereinabove and more fully disclosed in Schedule “D” attached hereto; and

The Escrow Holder will take all steps necessary to accomplish the transfer of Shares subject to this Award to Participant after they vest following Participant’s request that the Escrow Holder do so.

Participant agrees that the Company shall hold any certificate representing unvested Shares in escrow until such time such Shares are vested.

Escrow of Share Certificates. Certificates for the Award Shares shall be issued in the Participant's name and shall be held in escrow by the Bank until all restrictions lapse or such shares are forfeited as provided herein. A certificate or certificates representing the Award Shares as to which restrictions have lapsed shall be delivered to the Participant upon such lapse.

Amendment to Stock Escrow Agreement. On or prior to the Closing Date, BRPA, Sponsor, BRAC, ​ and Continental shall enter into an amendment (“Stock Escrow Amendment”) to that certain escrow agreement entered into between Continental, BRPA, BRAC, ​ and the Sponsor on ​ (as amended by that certain letter agreement dated ​, “Stock Escrow Agreement”), providing: # for the forfeiture and cancellation of the Forfeited Shares, # that the Sponsor Earnout Shares shall be subject to escrow pursuant to the Sponsor Agreement and the terms of [[Section 1.9(b), (c)])]] that the 40,000 shares of BRPA Common Stock held by ​ shall be released from escrow and # that all remaining shares of BRPA Common Stock held in escrow thereunder will be released from escrow on the earlier of # the six-month anniversary of the Closing Date, # with respect to 50% of the shares of BRPA Common Stock, the date on which the closing price of the BRPA Common Stock equals or exceeds ​ per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the Closing Date, and # the date after the Closing on which BRPA consummates a liquidation, merger, stock exchange or other similar transaction which results in all of BRPA’s stockholders having the right to exchange their BRPA Common Stock for cash, securities or other property.

It is hereby agreed between the Parties that ​ and ​ will create an escrow pool of common shares and common share purchase warrants of ​ and ​ (the “Escrow Pool”) comprised of the following, the whole as more fully described in Schedule “B” hereto (collectively referred to as the “Escrowed Shares”):

The Participant shall, upon the execution of this Agreement, execute Joint Escrow Instructions in the form attached to this Agreement as [Exhibit A]. The Joint Escrow Instructions shall be delivered to the Secretary of the Company, as escrow agent thereunder. The Participant shall deliver to such escrow agent a stock assignment duly endorsed in blank, in the form attached to this Agreement as [Exhibit B], and hereby instructs the Company to deliver to such escrow agent, on behalf of the Participant, the certificate(s) evidencing the Shares issued hereunder. Such materials shall be held by such escrow agent pursuant to the terms of such Joint Escrow Instructions.

Upon receipt by the Escrow Agent of the above (“Closing”), the Escrow Agent shall deliver the certificate evidencing the Shares to Purchaser and disburse the Purchase Price to the Company by wire transfer in immediately available funds.

Escrow Fees and Costs. ​ and Seller jointly and severally agree to pay the fees and expenses (including reasonable and documented attorneys’ fees and indemnity amounts) of the Escrow Agent for the services to be rendered by the Escrow Agent pursuant to this Agreement in accordance with the fee schedule attached as [Exhibit B] hereto, provided that ​ and Seller further agree, solely as between themselves, that each shall pay 50% of such fees and expenses. The obligations of ​ and Seller under this Section shall survive any termination of this Agreement and the resignation or removal of Escrow Agent.