Page 101 - Brook-Hollow Due Diligence Package

Substitution Agreement 2020-XXX-XXX

This Substitution Agreement number 2020-XXX-XXX is dated the ___ day of _____, 2020 and is made between:

(1) Eastern Point Trust Company (“Asset Custodian”) a trust company registered in the United States Virgin
Island and with offices in the state of Maryland;

(2) Kenmare Assignment Company Limited (“KACL”), registered in the Republic of Ireland, registered number
470881, Foreign Tax Identifying number 9706369O, and having its registered office at 8th Floor, Block E, Iveagh
Court, Harcourt Road, Dublin 2, Ireland;

(3) XYZ Law Firm, Ltd., a Louisiana Law Firm (“Payee”).

Background

(A) The Asset Custodian is an authorized trust company and is regulated and supervised by the jurisdictions in
which it is licensed to operate, in addition to FINRA and the Securities and Exchange Commission through the Asset
Custodian’s affiliates;

(B) KACL has entered into an agreement with the Asset Custodian, whereby for consideration, the Asset
Custodian will custody assets (pursuant to an agreement between KACL and Eastern Point Trust Company) that are
managed by an independent investment manager and upon request by authorized co-signatories, make disbursements
from the subject custody account to KACL in order for KACL to meet its obligations to the Payee as referred to in the
next paragraph;

(C) KACL has assumed a series of payment obligations to the Payee arising from the Assignment Agreement (as
hereunder defined). The amount of each payment and the date by which each such payment has to be paid by KACL
to the Payee as set out in the Assignment Agreement, are reproduced in Schedule 1 to this Agreement. These are
collectively referred to as the KACL Payments;

(D) The Asset Custodian, KACL and the Payee wish to provide that on the occurrence of any one of certain
events (as hereunder defined), that the Asset Custodian would pay directly from the assets of KACL to the Payee, in
substitution for its payment obligations to KACL, amounts equal to each of the KACL Payments remaining to be
paid and by each of the dates set out in Schedule 1. It is understood that Asset Custodian: (1) will have no investment
management responsibility whatsoever under either the custody agreement between KACL and Asset Custodian
nor under this agreement, and (2) will have no expressed or implied liability to fund the Payment Obligations as an
obligation of the Asset Custodian and such payments shall only be made to the extent the associated assets of KACL
are sufficient and available.

1. In this Agreement:

Assignment Agreement means the agreement dated______ ___, 2020 between KACL and the Payee, a copy of
which is annexed to this Agreement and initialled by each of the three parties to this Agreement;

Payee Authorized Signatory shall mean the Payee specified in Schedule 2 or such other individual or individuals as
Payee may notify the Asset Custodian and KACL from time to time;

Insolvency Event means in respect of KACL, that KACL is unable to pay its debts as they fall due or becomes
insolvent or an order is made or a resolution is passed for the liquidation, winding-up or dissolution of KACL