Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution of or from the trust account to be established in which the proceeds of the IPO conducted by the Maker (including the deferred underwriters discounts and commissions) and the proceeds of the sale of the warrants issued in a private placement to occur prior to the consummation of the IPO are to be deposited, as described in greater detail in the registration statement and prospectus to be filed with the Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever.

Trust Fund. As of the date hereof, BRPA has no less than ​ in a trust account administered by Continental, such monies being invested in United States Government securities or money market funds meeting the conditions under Rule 2a-7(d) promulgated under the Investment Company Act of 1940, as amended (the “Trust Fund”), held in trust pursuant to that certain Investment Management Trust Agreement, dated as of ​, between BRPA and Continental (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms and has not been amended or modified. There are no separate contracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the BRPA SEC Reports to be inaccurate or that would entitle any Person (other than pursuant to valid redemptions by BRPA Stockholders) to any portion of the proceeds in the Trust Fund. There are no proceedings pending or, to the knowledge of BRPA, threatened with respect to the Trust Fund. The Trust Fund will be utilized in accordance with [Section 5.13].

Trust Beneficiary. If the Participant's named Beneficiary is a trust, the Plan may make a direct rollover to an IRA on behalf of the trust, provided the trust satisfies the requirements to be a "designated Beneficiary."

Trust Documents. With respect to BRT, receipt by the Administrative Agent of the following:

Section # Defined Terms. As used in this Agreement, the following terms shall have the following meanings:

Any and all amounts required hereunder to be paid to ​ shall be paid to ​ pursuant to the terms and conditions of this Agreement. Without limiting the foregoing, any and all ​ Payment Deliverables received by ​ at any time (and any and all ​ Payment Deliverables that are or are deemed to be in or under the custody, possession or control of ​ at any time) shall be held in trust by ​ as the property and for the benefit of ​. In such event, ​ shall, and ​ has a fiduciary duty to ​, # to hold in trust, as the property and for the benefit of ​, the ​ Payment Deliverables and (ii) (A) to immediately turn over and deliver to ​ each ​ Payment Deliverable, in kind, and in the exact form received, no later than one (1) Business Day after receipt thereof, and concurrently, endorse to ​ any instrument or other form of payment payable to ​, but which is to be paid to ​ under this Agreement, # not to release any ​ Payment Deliverable to any other Person without ​’s prior written consent, and # not to negotiate or otherwise seek to convert to cash any ​ Payment

No Trust. This Agreement shall not be deemed to create a trust in favor of the Executive.

Deeds of Trust. In the event the Mortgage constitutes a deed of trust, a trustee, authorized and duly qualified under applicable law to serve as such, has been properly designated and currently so serves and is named in the Mortgage, and no fees or expenses are or will become payable by ​ to the trustee under the deed of trust, except in connection with a trustee’s sale after default by the Mortgagor.

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)]].

Declaration of Trust. A copy of the Declaration of Trust of BRT certified to be true and complete by the appropriate Governmental Authority of the state or jurisdiction of its formation and certified by the secretary of BRT to be true and correct as of the Closing Date.