Common use of Closing Deliverables Clause in Contracts

Closing Deliverables. (a) At the Company Share Distribution Closing, (i) the BJF Personal Representatives shall deliver to LDK and BZF, respectively, stock certificates evidencing the LDK Additional Company Shares and BZF Additional Company Shares, respectively, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (ii) LDK and BZF, respectively, shall deliver to the BJF Personal Representatives a properly completed certificate reasonably acceptable to the BJF Personal Representatives and in form and substance described in Treasury Regulations Section 1.1445-5(b)(3)(ii) stating that each of LDK and BZF, respectively, is not a “foreign person” as defined in Section 1445 of the Code. (b) At the BZF Company Share Acquisition Closing, (i) unless NASCAR delivers to BZF the notice described in clause (iii), BZF shall deliver to NASCAR, by wire transfer of immediately available funds to an account specified in writing by NASCAR or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, the BZF Repayment Amount, (ii) BZF shall deliver to NASCAR (A) stock certificates evidencing the BZF Company Shares, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (B) a properly completed certificate reasonably acceptable to NASCAR and in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 of the Code, and (iii) NASCAR shall deliver to BZF by wire transfer of immediately available funds to an account specified in writing by BZF or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, an amount equal to the Consideration; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) by the BZF Repayment Amount, in which case BZF will be deemed to have delivered the BZF Repayment Amount to NASCAR for purposes of this Agreement.

Closing Deliverables. At the Closing: (a) At Seller Parent and Seller shall deliver or have delivered to Buyer the Company Share Distribution Closing, following: (i) the BJF Personal Representatives shall deliver to LDK an Assignment Agreement and BZF, respectively, stock certificates evidencing the LDK Additional Company Shares and BZF Additional Company Shares, respectively, free and clear Bill of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (ii) LDK and BZF, respectively, shall deliver to the BJF Personal Representatives a properly completed certificate reasonably acceptable to the BJF Personal Representatives and Sale in form and substance described mutually acceptable to Buyer and Seller (the “Assignment Agreement”), duly executed by Seller Parent, Seller and their applicable Affiliates; (ii) an IP Agreement in Treasury Regulations Section 1.1445-5(b)(3)(iisubstantially the form of Exhibit B (the “IP Agreement”), duly executed by Seller Parent; (iii) stating that a Transition Services Agreement, duly executed by each of LDK Seller and BZFSeller Parent; (iv) an Escrow Agreement in substantially the form attached hereto as Exhibit D (the “Escrow Agreement”), respectivelyduly executed by Seller; (v) copies of all Consents and Approvals obtained by the Seller Parties as of the Closing Date in connection with consummation of the transactions contemplated hereby; (vi) the certificate required to be delivered by Seller pursuant to Section 7.1; (vii) a certificate, is not from the secretary of each of Seller Parent and Seller, dated as of the Closing Date, certifying as to the resolutions adopted by the board of directors and stockholders or members of Seller Parent or Seller, as applicable, authorizing the execution and delivery of Agreement and completion of the transactions contemplated hereby, and the incumbency of certain officers of Seller Parent and Seller, as applicable; (viii) a “foreign person” certificate in a form reasonably acceptable to ▇▇▇▇▇ from the chief information security officer of Seller or Seller Parent, dated as defined of the Closing Date, certifying to the satisfaction of the condition contained in Section 1445 7.4; and (ix) a duly executed IRS Form W-9 from each of the CodeSeller Parties. (b) At the BZF Company Share Acquisition Closing, Buyer shall: (i) unless NASCAR delivers to BZF the notice described in clause (iii), BZF shall pay and deliver to NASCAR, Seller an aggregate amount equal to the Closing Purchase Price by wire transfer of immediately available funds to an a bank account specified (or bank accounts) designated in writing by NASCAR or check Seller at least two (at the election of NASCAR2) or other manner as agreed between the applicable Parties Business Days prior to the Applicable Closing Date, the BZF Repayment Amount, Closing; (ii) BZF shall pay and deliver to NASCAR (A) stock certificates evidencing the BZF Company SharesEscrow Agent the Escrow Deposit, free and clear of all Liens (other than Liens arising under applicable securities Laws)by wire, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (B) a properly completed certificate reasonably acceptable to NASCAR and in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 of the Code, and (iii) NASCAR shall deliver to BZF by wire transfer of immediately available funds to an account specified or accounts designated in writing by BZF or check the Escrow Agent at least two (at the election of NASCAR2) or other manner as agreed between the applicable Parties Business Days prior to the Applicable Closing Date, an amount equal to the Consideration; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce be held, released or disposed of by the amount Escrow Agent in accordance with the terms of Consideration delivered pursuant to this clause Agreement and the Escrow Agreement; (iii) deliver to Seller the Assignment Agreement, duly executed by ▇▇▇▇▇; (iv) deliver to Seller the IP Agreement, duly executed by ▇▇▇▇▇; (v) deliver to Seller the Transition Services Agreement, duly executed by ▇▇▇▇▇; (vi) deliver to Seller and the Escrow Agent the Escrow Agreement, duly executed by ▇▇▇▇▇; (vii) deliver to Seller the certificate required to be delivered by Buyer pursuant to Section 8.1; (viii) deliver to Seller copies of the resolutions adopted by the BZF Repayment Amountboard of directors of Buyer, in which case BZF will be deemed to have delivered certified as of the BZF Repayment Amount to NASCAR for purposes Closing Date by the Secretary of ▇▇▇▇▇, approving the execution and deliver of this AgreementAgreement and the performance of its obligations hereunder; and (ix) deliver to Seller copies of the resolutions adopted by the board of directors of Buyer, certified as of the Closing Date by the Secretary of ▇▇▇▇▇, approving the execution and delivery of this Agreement and the performance of its obligations hereunder.

Closing Deliverables. At the Closing: (a) At the Company Share Distribution ClosingSeller shall deliver, or cause to be delivered, the following documents and deliverables to AerCap (each in form and substance reasonably acceptable to AerCap and its legal counsel): (i) the BJF Personal Representatives shall deliver to LDK and BZFDeed of Transfer, respectively, executed by the Seller; (ii) stock certificates evidencing the LDK Additional Company Shares and BZF Additional Company Shares, respectively, free and clear of all Liens (other than Liens arising under applicable securities Laws), powers duly endorsed in blank or accompanied by stock powers or other proper instruments of transfer assignment duly executed endorsed in blank, with all required share transfer tax stamps affixed theretoin proper form for transfer; (iii) a receipt duly executed by an authorized executive officer of the Seller evidencing receipt by the Seller of payment, and (ii) LDK and BZFdelivery by AerCap, respectively, shall deliver to the BJF Personal Representatives a properly completed certificate reasonably acceptable to the BJF Personal Representatives and in form and substance described in Treasury Regulations Section 1.1445-5(b)(3)(ii) stating that each of LDK and BZF, respectively, is not a “foreign person” as defined in Section 1445 of the CodePurchase Price; (iv) a copy, certified as of the Closing Date by an authorized executive officer of the Seller, of the resolutions (or an extract thereof) of the Seller’s board of directors or an authorized committee of the Seller, authorizing the execution and delivery of this Agreement, the consummation of the Repurchase and the purchase of the Notes; and (v) the certificate of an authorized executive officer of the Seller required to be delivered by the Seller pursuant to Section 8.2(c). (b) At AerCap shall deliver, or cause to be delivered, the BZF Company Share Acquisition Closing, following documents and deliverables to the Seller (each in form and substance reasonably acceptable to the Seller and its legal counsel): (i) unless NASCAR delivers cash equal to BZF the notice described in clause (iii), BZF shall deliver to NASCAR$250,000,000, by wire transfer of immediately available funds funds, to an account or accounts specified in writing by NASCAR or check (at the election of NASCAR) or other manner as agreed between the applicable Parties least two Business Days prior to the Applicable Closing Date, Date by the BZF Repayment Amount, Seller in writing; (ii) BZF shall deliver to NASCAR (A) stock certificates evidencing the BZF Company SharesDeed of Transfer, free executed by AerCap, and clear of all Liens (any other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other required instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (B) a properly completed certificate reasonably acceptable to NASCAR and in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 of the Code, and assignment or transfer; (iii) NASCAR shall deliver to BZF a receipt duly executed by wire transfer an authorized executive officer of immediately available funds to AerCap evidencing receipt by AerCap of the Repurchase Shares by book-entry transfer; (iv) the Notes in accordance with Article 3; (v) a copy, certified as of the Closing Date by an account specified in writing by BZF authorized executive officer of AerCap, of the resolutions (or check (at an extract thereof) of the election board of NASCAR) directors or other manner as agreed between an authorized committee of each of the applicable Parties prior to Issuer and the Applicable Closing Date, an amount equal to Guarantors authorizing the Consideration; provided, however, that NASCAR, upon execution and delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) by the BZF Repayment Amount, in which case BZF will be deemed to have delivered the BZF Repayment Amount to NASCAR for purposes of this Agreement, the consummation of the Repurchase and the Notes Issuance; and (vi) the certificate of authorized executive officers of the Issuer and the Guarantors required to be delivered by the Issuer and the Guarantors pursuant to Section 8.3(c). (c) Each of AerCap and the Seller shall execute and deliver, or cause to be executed and delivered, such other instruments or documents as they agree may be reasonably necessary to consummate and give effect to the Repurchase and the Notes Issuance.

Closing Deliverables. The sale, conveyance, and transfer of the Transferred Poles shall be consummated at the Closing. Buyer’s Net Payment shall be paid over to Seller at the Closing in accordance with the terms of Section 2.2 hereof. Each of the following documents (including this Agreement and collectively, the “Transaction Documents”) shall be delivered by the Parties at the Closing and dated as of the Closing Date (unless otherwise indicated): (a) At the Company Share Distribution Closing, (i) the BJF Personal Representatives shall deliver to LDK and BZF, respectively, stock certificates a ▇▇▇▇ of Sale evidencing the LDK Additional Company Shares sale, conveyance, assignment and BZF Additional Company Sharestransfer of the Transferred Poles in the form of Exhibit A attached hereto; (b) a “Pole Attachment Agreement” effective on the Closing Date, respectivelyin a form and in substance reasonably acceptable to the Parties; (c) a final, non-appealable Order of the New Hampshire Public Utilities Commission (the “NHPUC”), free and clear of all Liens contingencies or conditions acceptable to the Parties and Seller’s secured creditors, granting all necessary, final and non-appealable asset transfer and cost recovery approvals acceptable to Buyer, related to the sale of the Transferred Poles (other than Liens arising under applicable securities Lawsthe “NHPUC Order”), ; (d) Certificate of Officer of each Party to the effect that the Transaction Documents: (i) have been duly endorsed in blank authorized by all necessary corporate or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed theretocompany action, and (ii) LDK and BZF, respectively, shall deliver have been signed by a duly authorized representative of each respective Party who has been vested with all necessary authority to the BJF Personal Representatives a properly completed certificate reasonably acceptable to the BJF Personal Representatives and in form and substance described in Treasury Regulations Section 1.1445-5(b)(3)(ii) stating that each of LDK and BZF, respectively, is not a “foreign person” as defined in Section 1445 of the Code.execute said Transaction Documents; (be) At Pole Transfer Assignment Notice satisfying RSA 231:170, to be filed by Buyer at closing with the BZF Company Share Acquisition clerks in all municipalities where Transferred Pole interests are located; and (f) An assignment of all pole and other licenses, easements, and other documentation of Seller’s interests in and rights to maintain the Transferred Poles that are in its possession at the time of Closing, (i) unless NASCAR delivers to BZF which records shall be made available for Buyer’s review upon the notice described in clause (iii)Effective Date of this Agreement, BZF shall deliver to NASCAR, by wire transfer of immediately available funds to an account specified in writing by NASCAR along with any miscellaneous document or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, the BZF Repayment Amount, (ii) BZF shall deliver to NASCAR (A) stock certificates evidencing the BZF Company Shares, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (B) a properly completed certificate reasonably acceptable to NASCAR and in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is certification not a “foreign person” as defined in Section 1445 of the Code, and (iii) NASCAR shall deliver to BZF by wire transfer of immediately available funds to an account specified in writing by BZF or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, an amount equal to the Consideration; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, referenced hereunder which may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) be determined by the BZF Repayment Amount, in which case BZF will be deemed Parties as reasonably necessary to have delivered effectuate the BZF Repayment Amount to NASCAR for purposes terms of this Agreement. (g) Evidence of CCI’s notification to all third party attachers who hold valid licenses to attach to the Transferred Poles, of the transfer of ownership interests therein and assignment of Seller’s rights under said attachment agreements, including but not limited to rights of billing and collection.

Closing Deliverables. At the Closing: (a) At the Company Share Distribution Closingshall deliver or cause to be delivered to SPAC, (i) an instrument of transfer in the BJF Personal Representatives shall deliver form of Exhibit J hereto with respect to LDK and BZF, respectively, stock certificates evidencing the LDK Additional Company Shares and BZF Additional Company PubCo Shares, respectively, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed theretoby the Initial PubCo Holder, and (ii) LDK and BZFa certificate signed by a duly authorized signatory of the Company, respectivelydated as of the Closing Date, shall deliver to certifying that the BJF Personal Representatives a properly completed certificate reasonably acceptable to the BJF Personal Representatives and in form and substance described in Treasury Regulations Section 1.1445-5(b)(3)(ii) stating that each of LDK and BZF, respectively, is not a “foreign person” as defined conditions specified in Section 1445 of the Code.9.2 have been fulfilled (other than any such condition that has been duly waived by SPAC); (b) At SPAC shall deliver or cause to be delivered to the BZF Company Share Acquisition Closinga certificate signed by a duly authorized signatory of SPAC, dated as of the Closing Date, certifying that the conditions specified in Section 9.3 have been fulfilled (other than any such condition that has been duly waived by the Company). (c) PubCo shall deliver or cause to be delivered to SPAC: (i) unless NASCAR delivers (A) a copy of the resolutions of the PubCo Board, certified by an authorized signatory of PubCo, evidencing the authorization by the PubCo Board of the execution, delivery and performance of this Agreement and the other Transaction Documents to BZF which PubCo is a party and the notice described consummation of the transactions contemplated hereby and thereby, including (i) the PubCo Share Sub-Division and (ii) registration of the transfer of the PubCo Shares by the Initial PubCo Holder to Sponsor, in clause each case effective no later than the Closing; and (B) a copy of the resolutions of the shareholder of PubCo, certified by an authorized signatory of PubCo, evidencing the shareholder’s approval of the PubCo Share Sub-Division. (ii) a copy of the updated register of directors of PubCo, dated as of the Closing Date and certified by an authorized signatory of PubCo, evidencing the composition of the PubCo Board as set forth in Section 6.5(a); (iii)) a copy of the updated register of members of PubCo, BZF dated as of the Closing Date and certified by an authorized signatory of PubCo, evidencing (i) the PubCo Share Sub-division, (ii) the transfer of the PubCo Shares from the Initial PubCo Holder to Sponsor, and (iii) the surrender of the PubCo Shares by Sponsor and the cancellation of the PubCo Shares existing immediately prior to the Initial Merger; and (d) PubCo shall deliver pay or cause to NASCAR, be paid by wire transfer of immediately available funds (i) all accrued and unpaid Company Transaction Expenses and (ii) all accrued and unpaid SPAC Transaction Expenses, each as set forth on a written statement to an account specified in writing be delivered to PubCo by NASCAR or check on behalf of the Company and SPAC, respectively, not less than two (at the election of NASCAR2) or other manner as agreed between the applicable Parties Business Days prior to the Applicable Closing Date, which shall include the BZF Repayment Amount, (ii) BZF shall deliver to NASCAR (A) stock certificates evidencing the BZF Company Shares, free respective amounts and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (B) a properly completed certificate reasonably acceptable to NASCAR and in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 of the Code, and (iii) NASCAR shall deliver to BZF by wire transfer of immediately available funds to an account specified in writing by BZF or check (at instructions for the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, an amount equal to the Consideration; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) by the BZF Repayment Amount, in which case BZF will be deemed to have delivered the BZF Repayment Amount to NASCAR for purposes of this Agreementpayment thereof.

Closing Deliverables. At the Closing: (a) At the Seller or the Parent, as applicable, shall deliver, or cause to be delivered, the following documents and deliverables to the Company Share Distribution Closing, (each in form and substance reasonably acceptable to the Company and its legal counsel): (i) the BJF Personal Representatives shall deliver to LDK and BZF, respectively, one or more stock certificates evidencing all of the LDK Additional Company Shares and BZF Additional Company Shares, respectively, free and clear duly endorsed in favor of all Liens (other than Liens arising under applicable securities Laws), the Company or with stock powers duly endorsed in blank or accompanied by stock powers or other proper instruments of transfer assignment duly executed endorsed in blank, with all required share transfer tax stamps affixed thereto, and in proper form for transfer; (ii) LDK a receipt duly executed by an authorized executive officer of the Seller evidencing receipt by the Seller of (A) payment, and BZFdelivery by the Company, respectivelyof the Purchase Price and (B) one or more stock certificates evidencing the Unpurchased Shares, shall deliver to registered in the BJF Personal Representatives name of the Seller; (iii) a properly completed certificate reasonably acceptable to copy, certified as of the BJF Personal Representatives Closing Date by an authorized executive officer of the Parent and an authorized executive officer of the Seller, of, in the case of the Parent, the resolutions of the Parent’s board of directors, and in form and substance described in Treasury Regulations Section 1.1445-5(b)(3)(ii) stating that each of LDK and BZF, respectively, is not a “foreign person” as defined in Section 1445 the case of the CodeSeller, the written consent of the Seller’s board of managers, authorizing the execution and delivery of this Agreement and the consummation of the Transaction; (iv) the certificates of an authorized executive officer of the Parent and an authorized executive officer of the Seller required to be delivered by the Parent and the Seller pursuant to Section 8.2(c); and (v) copies (or other evidence) of any and all valid Governmental Approvals obtained, filed or made by the Parent, the Seller or any of their respective Affiliates in satisfaction of Section 8.1(c). (b) At the BZF Company Share Acquisition Closingshall deliver, or cause to be delivered, the following documents and deliverables to the Seller (each in form and substance reasonably acceptable to the Seller and its legal counsel): (i) unless NASCAR delivers to BZF the notice described in clause (iii), BZF shall deliver to NASCARcash, by wire transfer of immediately available funds to an account or accounts specified in writing advance by NASCAR or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior Seller in writing, in an aggregate amount equal to the Applicable Closing Date, the BZF Repayment Amount, Purchase Price; (ii) BZF shall deliver to NASCAR (A) a receipt duly executed by an authorized executive officer of the Company evidencing receipt by the Company of one or more stock certificates evidencing the BZF Company Designated Shares, free and clear duly endorsed in favor of all Liens (other than Liens arising under applicable securities Laws), the Company or with stock powers duly endorsed in blank or accompanied by stock powers or other proper instruments of transfer assignment duly executed endorsed in blank, with all required share transfer tax stamps affixed thereto, and (B) a properly completed certificate reasonably acceptable to NASCAR and in proper form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 of the Code, and for transfer; (iii) NASCAR shall deliver a copy, certified as of the Closing Date by an authorized executive officer of the Company, of the resolutions of the Company’s board of directors and the Finance and Risk Committee of the Company’s board of directors authorizing the execution and delivery of this Agreement and the consummation of the Transaction; (iv) the certificate of an authorized executive officer of the Company required to BZF be delivered by wire transfer of immediately available funds the Company pursuant to an account specified in writing by BZF or check Section 8.3(c); (at the election of NASCARv) copies (or other manner evidence) of any and all valid Governmental Approvals obtained, filed or made by the Company or any of its Affiliates in satisfaction of Section 8.1(c); and (vi) one or more stock certificates evidencing the Unpurchased Shares, registered in the name of the Seller. (c) each of the Parties shall execute and deliver, or cause to be executed and delivered, such other instruments or documents as agreed between the applicable Parties prior agree may be reasonably necessary to consummate and give effect to the Applicable Closing Date, an amount equal to the Consideration; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) by the BZF Repayment Amount, in which case BZF will be deemed to have delivered the BZF Repayment Amount to NASCAR for purposes of this AgreementTransaction.

Closing Deliverables. (a) At the Company Share Distribution Closing, (i) the BJF Personal Representatives shall deliver to LDK and BZF, respectively, stock certificates evidencing the LDK Additional Company Shares and BZF Additional Company Shares, respectively, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (ii) LDK and BZF, respectively, Seller shall deliver to the BJF Personal Representatives Buyer the following: (i) one or more bills of sale in a properly completed certificate customary form reasonably acceptable to the BJF Personal Representatives Buyer and duly executed by the Seller, transferring the tangible personal property included in the Purchased Assets to the Buyer; (ii) one or more assignment and assumption agreements in a customary form reasonably acceptable to the Buyer (the “Assignment and Assumption Agreement”) and duly executed by the Seller, effecting the assignment to and assumption by the Buyer of the intangible Purchased Assets and the Assumed Contracts; (iii) with respect to each parcel of Owned Real Estate, a special warranty deed in a customary recordable form reasonably acceptable to the Buyer and duly executed and notarized by the Seller; (iv) with respect to the Intellectual Property included in the Purchased Assets, one or more intellectual property assignment agreements in a customary form reasonably acceptable to the Buyer and duly executed by the Seller; 11 (v) the Seller Closing Certificate; (vi) the certificate of the Secretary or Assistant Secretary of the Seller required by Section 9.2(d); (vii) the FIRPTA Certificate; (viii) such other customary instruments of transfer, assumption, filings or documents, in form and substance described reasonably satisfactory to the Buyer, as may be required to give effect to this Agreement; (ix) a duly executed counterpart to the Transition Services Agreement substantially in Treasury Regulations Section 1.1445-5(b)(3)(iithe form of Exhibit D (the “Transition Services Agreement”); (x) stating that each of LDK and BZFthe Seller Guaranty; and (xi) such other documents, respectively, is not a “foreign person” affidavits or instruments as defined may be reasonably required by the Title Company in Section 1445 of order to cause the CodeTitle Company to issue the Title Policy for the Real Estate. (b) At the BZF Company Share Acquisition Closing, the Buyer shall deliver to the Seller the following: (i) unless NASCAR delivers to BZF the notice described in clause (iii), BZF shall deliver to NASCAR, The Closing Amount by wire transfer of immediately available funds to an account specified or accounts designated in writing by NASCAR or check the Seller to the Buyer no later than two (at the election of NASCAR2) or other manner as agreed between the applicable Parties Business Days prior to the Applicable Closing Date, the BZF Repayment Amount, ; (ii) BZF shall deliver the Assignment and Assumption Agreement duly executed by Buyer; (iii) the Buyer Closing Certificate; (iv) the certificate of the Secretary or Assistant Secretary of Buyer required by Section 8.3(c); (v) a duly executed counterpart to NASCAR the Transition Services Agreement; (Avi) stock certificates evidencing the BZF Company Shares, free and clear of all Liens Buyer Guaranty; (other than Liens arising under applicable securities Laws)vii) the CCS Note, duly endorsed in blank or accompanied executed by stock powers or the Buyer; and (viii) such other customary instruments of transfer duly executed in blanktransfer, with all required share transfer tax stamps affixed theretoassumption, and (B) a properly completed certificate reasonably acceptable to NASCAR and filings or documents, in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 of the Code, and (iii) NASCAR shall deliver to BZF by wire transfer of immediately available funds to an account specified in writing by BZF or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior reasonably satisfactory to the Applicable Closing DateSeller, an amount equal as may be required to the Consideration; provided, however, that NASCAR, upon delivery of written notice give effect to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) by the BZF Repayment Amount, in which case BZF will be deemed to have delivered the BZF Repayment Amount to NASCAR for purposes of this Agreement.

Closing Deliverables. At the Closing: (a) At Seller Parent and Seller shall deliver or have delivered to Buyer the Company Share Distribution Closing, following: (i) customary authority documents and owner affidavits that ▇▇▇▇▇’s title company reasonably requires for the BJF Personal Representatives shall deliver to LDK and BZF, respectively, stock certificates evidencing proper consummation of the LDK Additional Company Shares and BZF Additional Company Shares, respectively, free and clear transfer of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and the Owned Real Property; (ii) LDK an Assignment Agreement and BZF, respectively, shall deliver to the BJF Personal Representatives a properly completed certificate reasonably acceptable to the BJF Personal Representatives and Bill of Sale in form and substance described mutually acceptable to Buyer and Seller (the “Assignment Agreement”), duly executed by Seller Parent, Seller and their applicable Affiliates; (iii) an IP Agreement in Treasury Regulations substantially the form of Exhibit B (the “IP Agreement”), duly executed by Seller Parent; (iv) an Escrow Agreement in a form mutually agreed between the parties (the “Escrow Agreement”), duly executed by Seller; (v) a special warranty deed for the Owned Real Property in form and substance mutually acceptable to Buyer and Seller (the “Special Warranty Deed”), duly executed by Seller; (vi) payoff letters duly executed by each holder of Debt underlying any Encumbrance, including those Encumbrances which are set forth on Schedule 1.7(a)(vi), (other than a Permitted Encumbrances) on any Purchased Asset (each, a “Payoff Letter”), pursuant to which letters such holders shall agree that upon payment of the amount specified in such Payoff Letter (A) all outstanding obligations of Seller or Seller Parent arising under or related to the applicable Debt shall be repaid, discharged and extinguished in full; and (B) all Encumbrances (other than Permitted Encumbrances) in favor of such holder in connection therewith shall be released, including by filing termination statements with respect to all UCC financing statements; (vii) copies of all Consents and Approvals obtained by the Seller Parties as of the Closing Date in connection with consummation of the transactions contemplated hereby; (viii) the certificate required to be delivered by Seller pursuant to Section 1.1445-5(b)(3)(ii7.1; (ix) stating that a certificate, from the secretary of each of LDK Seller Parent and BZFSeller, respectivelydated as of the Closing Date, is not certifying as to the resolutions adopted by the board of directors and stockholders or members of Seller Parent or Seller, as applicable, authorizing the execution and delivery of Agreement and completion of the transactions contemplated hereby, and the incumbency of certain officers of Seller Parent and Seller, as applicable; (x) a “foreign person” certificate in a form reasonably acceptable to ▇▇▇▇▇ from the chief information security officer of Seller or Seller Parent, dated as defined of the Closing Date, certifying to the satisfaction of the condition contained in Section 1445 7.4; and (xi) a duly executed IRS Form W-9 from each of the Code.Seller Parties; (b) At the BZF Company Share Acquisition Closing, Buyer shall: (i) unless NASCAR delivers pay and deliver to BZF the notice described Seller Parent and Seller, in clause accordance with the Seller Allocation, an aggregate amount equal to the difference between (iiiA) the Purchase Price, minus (B) $23,750,000 (the “Escrow Deposit”), BZF shall by wire transfer of immediately available funds to a bank account (or bank accounts) designated in writing by Seller at least two (2) Business Days prior to the Closing; (ii) pay and deliver to NASCARthe Escrow Agent the Escrow Deposit, by wire transfer of immediately available funds to an account specified or accounts designated in writing by NASCAR or check the Escrow Agent at least two (at the election of NASCAR2) or other manner as agreed between the applicable Parties Business Days prior to the Applicable Closing DateClosing, to be held, released or disposed of by the BZF Repayment Amount, (ii) BZF shall deliver to NASCAR (A) stock certificates evidencing Escrow Agent in accordance with the BZF Company Shares, free terms of this Agreement and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (B) a properly completed certificate reasonably acceptable to NASCAR and in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 of the Code, and Escrow Agreement; (iii) NASCAR shall deliver to BZF Seller the Assignment Agreement, duly executed by wire transfer of immediately available funds ▇▇▇▇▇; (iv) deliver to an account specified in writing Seller the IP Agreement, duly executed by BZF or check ▇▇▇▇▇; (at v) deliver to Seller and the election of NASCAREscrow Agent the Escrow Agreement, duly executed by ▇▇▇▇▇; (vi) or other manner as agreed between deliver to Seller the applicable Parties prior certificate required to the Applicable Closing Date, an amount equal to the Consideration; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration be delivered by Buyer pursuant to this clause Section 8.1; and (iiivii) deliver to Seller copies of the resolutions adopted by the BZF Repayment Amountboard of directors of Buyer, in which case BZF will be deemed to have delivered certified as of the BZF Repayment Amount to NASCAR for purposes Closing Date by the Secretary of ▇▇▇▇▇, approving the execution and deliver of this AgreementAgreement and the performance of its obligations hereunder.

Closing Deliverables. (a) At The following shall be delivered by RFG to the Company Share Distribution Purchaser at the Closing, the delivery of which shall be a condition precedent to Purchaser’s purchase of the Securities, unless the Purchaser waives RFG’s obligation with respect to any such deliverable: (i) a certificate for the BJF Personal Representatives shall deliver to LDK and BZF, respectively, stock certificates evidencing the LDK Additional Company Controlling Shares and BZF Additional Company Shares, respectively, free and clear of all Liens (other than Liens arising under with applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and restriction legends; (ii) LDK a certificate from the President of RFG confirming (A) the continuing accuracy of all of RFG’s representations and BZF, respectively, shall deliver warranties set forth in Section 4 hereof and (B) RFG’s compliance with all of its obligations under this Agreement; (iii) a certificate from the Secretary of RFG: (i) certifying the Certificate of Incorporation of RFG; (ii) certifying the Bylaws of RFG; (iii) certifying the resolutions of the board of directors of RFG authorizing the transactions contemplated under this Agreement; and (iv) attesting to the BJF Personal Representatives a properly completed certificate reasonably acceptable to incumbency of the BJF Personal Representatives officers and in form directors of RFG; (iv) the resignations of RFG’s directors and substance described in Treasury Regulations Section 1.1445-5(b)(3)(ii) stating that each of LDK and BZF, respectively, is not a “foreign person” officers as defined provided in Section 1445 6(g) hereof; (v) evidence of the Codecompletion of the Redemption immediately following the purchase of the Controlling Shares; and (vi) such other documents or instruments as Purchaser and its attorneys may reasonably request to effect the transactions contemplated hereby. (b) At The following shall be delivered by Purchaser to RFG at the BZF Company Share Acquisition Closing, the delivery of which shall be a condition precedent to RFG’s sale of the Controlling Shares, unless RFG waives the Purchaser’s obligation with respect to any such deliverable: (i) unless NASCAR delivers to BZF the notice described in clause (iii), BZF shall deliver to NASCAR, Purchase Price due and payable by wire transfer of immediately available funds to an account specified in writing by NASCAR or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, the BZF Repayment Amount, RFG’s account; (ii) BZF shall deliver to NASCAR a certificate from the President of Purchaser confirming (A) stock certificates evidencing the BZF Company Shares, free and clear continuing accuracy of all Liens (other than Liens arising under applicable securities Laws), duly endorsed of Purchaser’s representations and warranties set forth in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, Section 5 hereof and (B) a properly completed certificate reasonably acceptable to NASCAR and in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 Purchaser’s compliance with all of the Code, and its obligations under this Agreement; (iii) NASCAR shall deliver to BZF by wire transfer a certificate from the Secretary of immediately available funds to an account specified in writing by BZF or check Purchaser: (at i) certifying the election Certificate of NASCARIncorporation of Purchaser; (ii) or other manner as agreed between certifying the applicable Parties prior to the Applicable Closing Date, an amount equal to the ConsiderationBylaws of Purchaser; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) by certifying the BZF Repayment Amount, in which case BZF will be deemed to have delivered resolutions of the BZF Repayment Amount to NASCAR for purposes board of directors of Purchaser authorizing the transactions contemplated under this Agreement; and (iv) attesting to the incumbency of the officers and directors of Purchaser; and (iv) such other documents or instruments as RFG and its attorneys may reasonably request to effect the transactions contemplated hereby.

Closing Deliverables. (a) At the Company Share Distribution Closing, Seller shall deliver to Buyer the following: (i) the BJF Personal Representatives shall deliver to LDK and BZF, respectively, stock certificates evidencing the LDK Additional Company Shares and BZF Additional Company Shares, respectively, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer Indemnification Escrow Agreement duly executed in blank, with all required share transfer tax stamps affixed thereto, and by Seller; (ii) LDK a b▇▇▇ of sale in the form of Exhibit A hereto (the “B▇▇▇ of Sale”) duly executed by Seller transferring the Tangible Personal Property to Buyer; (iii) an assignment and BZFassumption agreement in the form of Exhibit B hereto (the “Assignment and Assumption Agreement”) duly executed by Seller, respectivelyeffecting the assignment to and assumption by Buyer of the Purchased Assets and by Buyer of the Assumed Liabilities; (iv) an assignment in the form of Exhibit C hereto (the “Intellectual Property Assignments”) duly executed by Seller, shall deliver transferring all of Seller’s right, title and interest in and to the BJF Personal Representatives a properly completed certificate Intellectual Property Assets to Buyer, and such additional form(s) of assignment for the Intellectual Property Assets as may be reasonably acceptable required by the appropriate Governmental Authority (including the United States Patent and Trademark Office) for recordation of the Intellectual Property Assignments as required to fully vest all rights in the BJF Personal Representatives Intellectual Property Assets transferred to Buyer in Buyer; (v) assignments in the form of Exhibit D hereto (the “Rights Assignments”) duly executed by the Key Employees transferring to Buyer all of their right, title and interest in and to any Intellectual Property or Software related to Seller’s business that they may own or license personally; (vi) with respect to each Lease, an Assignment and Assumption of Lease in form and substance described satisfactory to Buyer (each, an “Assignment and Assumption of Lease”) duly executed by Seller; (vii) if Buyer elects to pay the Stock Consideration pursuant to Section 2.05(a)(ii), a lock-up agreement in Treasury Regulations the form of Exhibit E hereto (the “Lock-Up Agreement”), duly executed by Seller; (viii) the Seller Closing Certificate; (ix) the certificates of Seller required by Section 1.1445-5(b)(3)(ii7.02(i) stating that each of LDK and BZFSection 7.02(j); (x) executed Employment Agreements with the Key Employees in the form attached hereto as Exhibit F (the “Employment Agreements”); (xi) payoff letters, respectivelyin forms reasonably satisfactory to Buyer, is not a “foreign person” with respect to the payoff amounts as defined in Section 1445 of the CodeClosing Date for all Secured Indebtedness of Seller, and releases of any Encumbrances granted in connection with the Secured Indebtedness, indicating that upon payment of a specified amount (subject to per diem increase, if applicable), the holder shall release its Encumbrances and other security interests in, and agree to execute or authorize the execution of any Personal Property Security Act Financing Statements to release of record its Encumbrances and other security interest in, the Purchased Assets; (xii) if Buyer elects to pay the Stock Consideration pursuant to Section 2.05(a)(ii), an Investment representation letter in substantially the form attached hereto as Exhibit G (the “Investment Representation Letter”) duly executed by Seller; (xiii) if Buyer elects to pay the Stock Consideration pursuant to Section 2.05(a)(ii), the Registration Rights Agreement duly executed by Seller; and (xiv) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement. (b) At the BZF Company Share Acquisition Closing, Buyer shall deliver to Seller the following: (i) unless NASCAR delivers the Cash Consideration (as adjusted by the Excess Amount or the Shortfall Amount, if applicable, pursuant to BZF Section 2.06(a)(ii) less the notice described in clause (iii), BZF shall deliver to NASCARIndemnification Escrow Fund, by wire transfer of immediately available funds to an account specified designated in writing by NASCAR or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior Seller to the Applicable Closing Date, the BZF Repayment Amount, Buyer; (ii) BZF shall deliver to NASCAR (A) stock certificates evidencing the BZF Company Shares, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (B) a properly completed certificate reasonably acceptable to NASCAR and in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 of the Code, and (iii) NASCAR shall deliver to BZF Additional Cash Consideration by wire transfer of immediately available funds to an account specified designated in writing by BZF Seller to Buyer, or check the Stock Consideration, as applicable; (at iii) the election Indemnification Escrow Agreement duly executed by Escrow Agent and Buyer; (iv) the Assignment and Assumption Agreement duly executed by Buyer; (v) with respect to each Lease, an Assignment and Assumption of NASCARLease duly executed by Buyer; (vi) the Buyer Closing Certificate; (vii) the Employment Agreements duly executed by Buyer; (viii) the certificates of the Secretary or other manner as agreed between Assistant Secretary of Buyer required by Section 7.03(f) and Section 7.03(g); (ix) if Buyer elects to pay the applicable Parties prior Stock Consideration pursuant to Section 2.05(a)(ii), the Applicable Closing DateInvestment Representation Letter duly executed by Parent; (x) if Buyer elects to pay the Stock Consideration pursuant to Section 2.05(a)(ii), the Registration Rights Agreement duly executed by Parent; (xi) all elections in respect of Taxes contemplated under Section 6.06 and Section 6.16 of this Agreement; and (xii) an amount equal to all Taxes to be paid by Buyer to Seller under Section 6.10, if any. (c) At the Consideration; providedClosing, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior Buyer shall deliver to the BZF Company Share Acquisition Closing, may elect to reduce Escrow Agent: (i) the amount of Consideration delivered pursuant to this clause Indemnification Escrow Agreement; and (iiiii) by the BZF Repayment Amount, in which case BZF will be deemed to have delivered the BZF Repayment Amount to NASCAR for purposes of this AgreementIndemnification Escrow Fund.

Closing Deliverables. (a) At the Company Share Distribution Closing, the Company will deliver or cause to be delivered to SPAC: (i) a certificate signed by an officer of the BJF Personal Representatives shall deliver to LDK Company and BZFeach Acquisition Entity, respectivelydated as of the Closing Date, stock certificates evidencing certifying that the LDK Additional Company Shares conditions specified in Section 9.2(a) and BZF Additional Company Shares, respectively, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and Section 9.2(b) have been fulfilled; (ii) LDK and BZF, respectively, shall deliver to the BJF Personal Representatives Payment Spreadsheet; (iii) a properly completed certificate reasonably acceptable to the BJF Personal Representatives and in form and substance described in Treasury Regulations Section 1.1445-5(b)(3)(ii) stating that each of LDK and BZF, respectively, is not a “foreign person” as defined in Section 1445 copy of the Codeexecuted Registration Rights Agreement duly executed by PubCo and the Company Shareholders thereto; (iv) a copy of each Lock-Up Agreement, duly executed by the applicable Company Shareholder and PubCo (for avoidance of doubt, no holder of less than 5% of the outstanding shares of the Company will be required to enter into such Lock-Up Agreement); (v) a copy of the executed Assignment and Assumption Agreement, duly executed by PubCo; (vi) evidence reasonably satisfactory to SPAC of the completion of the Restructuring; and (vii) copies of the approvals, waivers or consents called for by Section 9.2(f), if any. (b) At the BZF Company Share Acquisition Closing, SPAC will deliver or cause to be delivered to the Company: (i) unless NASCAR delivers to BZF a certificate signed by an officer of SPAC, dated as of the notice described Closing Date, certifying that the conditions specified in clause Section 9.3(a) and Section 9.3(d) have been fulfilled; (ii) copies of the written resignations of all the directors and officers of SPAC, effective as of the SPAC Merger Effective Time; (iii) a copy of the executed Registration Rights Agreement duly executed the SPAC Stockholders thereto; (iv) a copy of the executed Assignment and Assumption Agreement, duly executed by SPAC and Continental; and (v) a copy of each Lock-Up Agreement, duly executed by Sponsor. (c) Provided SPAC has satisfied the Minimum Cash condition set forth in Section 9.3(b), BZF PubCo shall deliver pay, or cause to NASCARbe paid, by wire transfer of immediately available funds at Closing, (i) accrued and unpaid Company Transaction Expenses as set forth in the Company Transaction Expenses Certificate pursuant to Section 2.1(b)(i) for an account specified in writing by NASCAR or check (at amount up to $4,500,000, which shall include the election of NASCAR) or other manner as agreed between respective amounts and wire transfer instructions for the applicable Parties prior to the Applicable Closing Date, the BZF Repayment Amount, payment thereof and (ii) BZF accrued and unpaid SPAC Transaction Expenses as set forth in the SPAC Financing Certificate pursuant to Section 2.1(b)(ii) for an amount up to $9,500,000 (the “Maximum Allowable SPAC Transaction Expenses”). Prior to Closing, Sponsor will have arranged to pay for any SPAC Transaction Expenses in excess of the Maximum Allowable SPAC Transaction Expenses that have been incurred by the SPAC and/or the Sponsor at Closing. (d) Notwithstanding the foregoing, the Company shall deliver be responsible for paying any extension fees up to NASCAR (A) stock certificates evidencing the BZF Company Shares$100,000 per month on or after March 28, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto2024, and (B) a properly completed certificate reasonably acceptable up to NASCAR and in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 $100,000 for fees associated with the completion of the CodeForm 10-K for the fiscal year ended December 31, 2023 and if applicable, the Form 10-Q for the fiscal quarter ended March 31, 2024, and (iii) NASCAR shall deliver to BZF by wire transfer of immediately available funds if applicable, up to an account specified additional $25,000 for the Form 10-Q for the fiscal quarter ended June 30, 2024. (e) For avoidance of doubt, the total amount payable by PubCo pursuant to Section 2.6(c) (including the value of any shares issued in writing by BZF or check (at the election satisfaction of NASCARoutstanding expenses) or other manner as agreed between the applicable Parties prior shall not exceed $14,000,000. Notwithstanding anything to the Applicable Closing Datecontrary in the foregoing, an amount equal PubCo shall not be obligated to pay for SPAC Transaction Expenses in excess of the Consideration; provided, however, that NASCAR, upon delivery of written notice Maximum Allowable SPAC Transaction Expenses which the Sponsor has agreed to BZF pay for. PubCo’s failure or refusal to pay anything over and above the Maximum Allowable SPAC Transaction Expenses will not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) by the BZF Repayment Amount, in which case BZF will be deemed to have delivered constitute a breach or a default of any kind by the BZF Repayment Amount to NASCAR for purposes of Company or PubCo under this Agreement.

Closing Deliverables. (a) At Subject to the Company Share Distribution terms and conditions hereof, at the Principal Closing, Sapphire shall deliver to Buyer: (i) Assignment and Assumption Agreements duly executed by the BJF Personal Representatives shall deliver applicable Asset Sellers in respect of the Principal Business Transferred Assets; (ii) to LDK and BZFthe extent the Principal Business Equity Interests are certificated, respectively, stock certificates evidencing the LDK Additional Company Shares and BZF Additional Company Shares, respectively, free and clear of all Liens (other than Liens arising under applicable securities Laws)such Principal Business Equity Interests, duly endorsed in blank or accompanied by stock powers or duly executed in blank or, to the extent such Principal Business Equity Interests are not certificated, other duly executed instruments of transfer as required in order to validly transfer title in and to the Principal Business Equity Interests to Buyer or a controlled Affiliate of Buyer; (iii) the Transition Services Agreement duly executed by the applicable Sellers; (iv) the Intellectual Property License Agreement duly executed by Sapphire or its designee; (v) the ICT Agreements duly executed by Sapphire or its designee; (vi) the applicable Local Transfer Agreements duly executed by the applicable Sellers; (vii) resignations from their director and officer positions, as applicable, of all directors and officers of the Transferred Entities included in blank, with all required share transfer tax stamps affixed thereto, and (ii) LDK and BZF, respectively, shall deliver the Principal Closing that are not Identified Employees to the BJF Personal Representatives extent requested by Buyer, in each case effective as of the Principal Closing; (viii) IRS Forms 8023 (and any state forms) as required to effect the Section 338(h)(10) Elections, completed and properly executed by the applicable Equity Seller; (ix) the closing certificate of Sellers dated as of the Principal Closing Date as provided for in Section 8.02(d) and duly executed by Sapphire; (x) evidence of the release of all Liens in respect to indebtedness for borrowed money, other than Permitted Liens, on the Principal Business Transferred Assets and the property and assets of the Principal Business Transferred Entities; and (xi) a properly completed certificate reasonably acceptable to the BJF Personal Representatives and in form and substance described in Treasury Regulations Section 1.1445-5(b)(3)(ii) stating executed IRS Form W-9 for each applicable Seller that each of LDK and BZF, respectively, is not a “foreign United States person” as defined in within the meaning of Section 1445 7701(a)(30) of the Code. (b) At Subject to the BZF Company Share Acquisition terms and conditions hereof, at the Principal Closing, Buyer shall deliver to Sellers: (i) unless NASCAR delivers to BZF the notice described in clause (iii)Preliminary Upfront Purchase Price and the Closing Date Unrestricted Fiduciary Cash, BZF which Buyer shall deliver to NASCAR, by pay via wire transfer of immediately available funds to an account specified or accounts designated in writing by NASCAR or check Sellers (which designation shall be delivered to Buyer at the election of NASCARleast five (5) or other manner as agreed between the applicable Parties Business Days prior to the Applicable Relevant Closing Date, the BZF Repayment Amount, ); (ii) BZF Assignment and Assumption Agreements duly executed by Buyer and its Permitted Designees in respect of the Principal Business Transferred Assets (to the extent not otherwise transferred by virtue of a Local Transfer Agreement); (iii) the Transition Services Agreement duly executed by Buyer; (iv) the Intellectual Property License Agreement duly executed by Buyer or its Permitted Designee; (v) the ICT Agreements duly executed by Buyer and its applicable Affiliates; (vi) the applicable Local Transfer Agreements duly executed by Buyer or its applicable Permitted Designees; (vii) IRS Forms 8023 (and any state forms) as required to effect the Section 338(h)(10) Elections, completed and properly executed by Buyer or its applicable Affiliates; and (viii) the closing certificate of Buyer dated as of the Principal Closing Date as provided for in Section 8.03(c) and duly executed by Buyer. (c) Subject to the terms and conditions hereof, at each Deferred Closing, Sapphire shall deliver to NASCAR Buyer: (Ai) stock Assignment and Assumption Agreements duly executed by each applicable Asset Seller in respect of the Deferred Business Transferred Assets (to the extent not otherwise transferred by virtue of a Local Transfer Agreement); (ii) the applicable Local Transfer Agreements duly executed by the applicable Sellers; (iii) to the extent the Deferred Business Equity Interests are certificated, certificates evidencing the BZF Company Shares, free and clear of all Liens (other than Liens arising under applicable securities Laws)such Deferred Business Equity Interests, duly endorsed in blank or accompanied by stock powers or duly executed in blank or, to the extent such Deferred Business Equity Interests are not certificated, other duly executed instruments of transfer duly executed as required in blankorder to validly transfer title in and to the Deferred Business Equity Interests to Buyer or a controlled Affiliate of Buyer; (iv) resignations from their director and officer positions, with as applicable, of all required share transfer tax stamps affixed theretodirectors and officers of the Transferred Entities included in such Deferred Closing that are not Identified Employees to the extent requested by Buyer, and in each case effective as of such Deferred Closing; and (Bv) a properly completed certificate reasonably acceptable to NASCAR and in form and substance described in Treasury Regulations Section 1.1445-2 stating executed IRS Form W-9 for each applicable Seller that BZF is not a “foreign United States person” as defined in within the meaning of Section 1445 7701(a)(30) of the Code. (d) Subject to the terms and conditions hereof, and (iii) NASCAR at each Deferred Closing, Buyer shall deliver to BZF Sellers: (i) Assignment and Assumption Agreements duly executed by wire transfer Buyer and its applicable Permitted Designees in respect of immediately available funds the Deferred Business Transferred Assets (to an account specified in writing the extent not otherwise transferred by BZF or check virtue of a Local Transfer Agreement); and (at the election of NASCARii) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, an amount equal to the Consideration; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause Local Transfer Agreements duly executed by Buyer or its Permitted Designees (iii) by the BZF Repayment Amount, in which case BZF will be deemed to have delivered the BZF Repayment Amount to NASCAR for purposes of this Agreementwhere applicable).

Closing Deliverables. (a) At the Company Share Distribution Closing, Sellers shall deliver to Buyer and Acquisition Sub the following: (i) a bill of sale transferring the BJF Personal Representatives shall deliver Purchased Assets to LDK and BZFAcquisition Sub, respectively, stock certificates evidencing the LDK Additional Company Shares and BZF Additional Company Shares, respectively, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (ii) LDK and BZF, respectively, shall deliver to the BJF Personal Representatives a properly completed certificate reasonably acceptable to the BJF Personal Representatives and in form and substance described in Treasury Regulations Section 1.1445-5(b)(3)(iireasonably satisfactory to Buyer (the “Bill of Sale”), duly executed by each Seller; (ii) stating that each of LDK an assignment and BZF, respectively, is not a “foreign person” as defined in Section 1445 assumption agreement effecting the assignment to and assumption by ▇▇▇▇▇ of the CodeAssumed Liabilities, in form and substance reasonably satisfactory to Buyer (the “Assignment and Assumption Agreement”), duly executed by each Seller; (iii) copies of all consents, approvals, waivers and authorizations referred to in Schedule 4.02 of the disclosure schedules attached hereto (the “Disclosure Schedules”); (iv) a completed Internal Revenue Service Form W-9 for each Seller, duly executed by such Seller; (v) transfer documents in form and substance reasonably satisfactory to Buyer required to transfer the Company IP (collectively, the “Intellectual Property Assignment”), duly executed by each Seller; (vi) certificates of existence or good standing, as applicable, for each Seller from the Secretary of State of the state (or from the appropriate official of any other jurisdiction) of organization of each Seller and each other jurisdiction where a Seller is required by applicable law to be qualified to do business, dated not more than five Business Days prior to the Closing Date; (vii) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of each Seller certifying as to (A) true, correct and complete attached copies of the Organizational Documents of such Seller and (B) copies of the resolutions of the board of directors, or the equivalent thereof, of such Seller authorizing the execution, delivery and performance by such Seller of this Agreement and each Seller Document, in form and substance reasonably satisfactory to Buyer; (viii) a payoff letter from each Person or Persons to whom any Indebtedness is owed, in each case indicating that, upon repayment of such Indebtedness, such Indebtedness shall be paid in full and such Person or Persons shall no longer have any Encumbrance on any Purchased Asset, together with UCC termination statements (or authorizations to file such UCC termination statements) and other terminations or releases that, in the reasonable discretion of Buyer, are necessary to evidence and effect the release of any and all Encumbrances in connection with such Indebtedness; (ix) an invoice or payoff statement from each Person or Persons to whom any amounts of the Seller Transaction Expenses are owed, including the wiring instructions for each such Person; (x) Tax clearance certificates for each Seller from those states or local taxing authorities as reasonably requested by ▇▇▇▇▇ (to the extent applicable), dated not more than 30 days prior to the Closing Date; (xi) evidence of assignment of those Patents and Patent applications set forth on Schedule 3.02(a)(xi) to Sellers from ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and/or ▇▇▇ ▇▇▇▇▇; and (xii) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement and the transactions contemplated hereby. (b) At the BZF Company Share Acquisition Closing, Buyer and Acquisition Sub (as applicable) shall deliver to Sellers the following: (i) the Closing Shares shall be issued in the name of each Seller in uncertificated book-entry form made available through Buyer’s transfer agent (unless NASCAR delivers otherwise determined by Buyer in its sole discretion) pursuant to BZF the notice described in clause (iii), BZF shall deliver to NASCAR, by wire transfer of immediately available funds to an account specified in writing by NASCAR or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, the BZF Repayment Amount, Article II; (ii) BZF the Preferred Shares shall deliver be issued in the name of each Seller in uncertificated book-entry form made available through Buyer’s transfer agent (unless otherwise determined by Buyer in its sole discretion) pursuant to NASCAR (A) stock certificates evidencing the BZF Company Shares, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (B) a properly completed certificate reasonably acceptable to NASCAR and in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 of the Code, and Article II; (iii) NASCAR shall deliver a non-revocable letter to BZF by wire ▇▇▇▇▇’s transfer of immediately available funds to an account specified in writing by BZF or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior agent with respect to the Applicable book-entry of the Closing DateShares and the Preferred Shares, an amount equal which letter cannot be amended without the prior written consent of the holders of a majority of the Closing Shares and Preferred Shares issued or issuable to the Consideration; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered Seller’s stockholders pursuant to this clause Agreement; (iiiiv) the Closing Cash; (v) evidence of its assumption of any Indebtedness and related fees with respect to that certain Indebtedness owed by the BZF Repayment AmountSellers to Vertical Investors, in which case BZF will be deemed the form satisfactory to have delivered Sellers; (vi) the BZF Repayment Amount to NASCAR for purposes Bill of this Sale, duly executed by Acquisition Sub; (vii) the Assignment and Assumption Agreement, duly executed by Acquisition Sub; and (viii) the Intellectual Property Assignment, duly executed by Acquisition Sub.

Closing Deliverables. (a) At the Company Share Distribution Initial Closing, , (i) the BJF Personal Representatives shall Company will deliver or cause to LDK be delivered to Acquiror a certificate signed by an officer of the Company, dated the Initial Closing Date, certifying that, to the knowledge and BZFbelief of such officer, respectively, stock certificates evidencing the LDK Additional Company Shares conditions specified in Section 10.2(a) and BZF Additional Company Shares, respectively, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and Section 10.2(b) have been fulfilled. (ii) LDK and BZF, respectively, PubCo shall deliver or cause to be delivered to Acquiror, evidence of the appointment of the Acquiror Director as a director on the board of directors of PubCo in accordance with Section 2.2(e), effective as of the Initial Merger Effective Time; (iii) Acquiror shall deliver or cause to be delivered to the BJF Personal Representatives Company; (1) a properly completed certificate reasonably acceptable to signed by an authorized director or officer of Acquiror, dated the BJF Personal Representatives and in form and substance described in Treasury Regulations Section 1.1445-5(b)(3)(ii) stating Initial Closing Date, certifying that each of LDK and BZF, respectively, is not a “foreign person” as defined the conditions specified in Section 1445 10.3(a) and Section 10.3(b) have been fulfilled; and (2) a copy of the Coderesignation letter, duly executed by the Acquiror Temporary Director, providing for the Acquiror Temporary Director’s automatic resignation from the board of directors of the Surviving Subsidiary upon the Acquisition Effective Time. (iv) Merger Sub 1 shall deliver or cause to be delivered to Acquiror, evidence of the appointment of the Acquiror Temporary Director as a director on the board of directors of the Surviving Subsidiary in accordance with Section 2.2(f), effective as of the Initial Merger Effective Time. (v) the Company shall deliver or cause to be delivered to Acquiror and PubCo, a share surrender form duly executed by the PubCo Initial Shareholders surrendering all Surrender Shares to PubCo in accordance with Section 2.2(g). (b) At the BZF Company Share Acquisition Closing, PubCo and the Surviving Subsidiary (as the surviving company in the Initial Merger) shall: (i) unless NASCAR delivers cause any documents, opinions and notices required to BZF be delivered to the notice described in clause Trustee pursuant to the Trust Agreement to be so delivered; (iii)ii) settle (or cause the Trustee to settle) (A) as and when due all amounts payable on account of the Acquiror Shareholder Redemption Amount to former Acquiror Shareholders pursuant to their exercise of the Acquiror Shareholder Redemption Right, BZF shall deliver (B) all accrued and unpaid Acquiror Transaction Expenses, as set forth on a written statement to NASCARbe delivered to PubCo by or on behalf of Acquiror, by wire transfer of immediately available funds to an account specified in writing by NASCAR or check not less than two (at the election of NASCAR2) or other manner as agreed between the applicable Parties Business Days prior to the Applicable Acquisition Closing Date, which shall include the BZF Repayment Amountrespective amounts and wire transfer instructions for the payment thereof, (C) all accrued and unpaid Company Transaction Expenses, as set forth on a written statement to be delivered to PubCo by or on behalf of the Company, not less than two (2) Business Days prior to the Acquisition Closing Date, which shall include the respective amounts and wire transfers instructions for the payment thereof and (D) immediately thereafter, the Remaining Trust Fund Proceeds to a bank account designated by the Surviving Subsidiary for its immediate use, subject to this Agreement and the Trust Agreement; and thereafter, the Trust Account shall terminate, except as otherwise provided in the Trust Agreement. (c) At the Acquisition Closing, PubCo shall cause each of Exhibit K, Exhibit L and Exhibit M to be executed substantially in the form as attached hereto. (d) If a bank account of PubCo or any of its Subsidiaries is designated by the Surviving Subsidiary under Section 8.1(a)(ii)(4), the payment of the Remaining Trust Fund Proceeds to such bank account may be treated as (i) an advance from the Surviving Subsidiary to PubCo or such Subsidiary of PubCo, or (ii) BZF shall deliver a dividend from the Surviving Subsidiary to NASCAR (A) stock certificates evidencing the BZF Company SharesPubCo, free and clear of all Liens (other than Liens arising under applicable securities Laws)in each case, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (B) a properly completed certificate reasonably acceptable to NASCAR and in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 of the Code, and (iii) NASCAR shall deliver to BZF by wire transfer of immediately available funds to an account specified in writing by BZF or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, an amount equal to the Consideration; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) determined by the BZF Repayment AmountSurviving Subsidiary in its sole discretion, in which case BZF will be deemed subject to have delivered the BZF Repayment Amount to NASCAR for purposes of this Agreementapplicable Laws.

Closing Deliverables. (a) At Seller shall deliver to Buyer the Company Share Distribution Closing, following: (i) on the BJF Personal Representatives shall deliver to LDK and BZFlater of the Closing Date or Delivery Date, respectivelythe assets listed on Annex 2.1; (ii) at the Closing, stock certificates evidencing the LDK Additional Company Shares and BZF Additional Company Shares, respectively, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other such customary instruments of transfer duly executed in blankor assumption, with all required share transfer tax stamps affixed theretofilings, and (ii) LDK and BZFor documents, respectively, shall deliver to the BJF Personal Representatives a properly completed certificate reasonably acceptable to the BJF Personal Representatives and in form and substance described reasonably satisfactory to Buyer, as may be required to give effect to the transactions contemplated by this Agreement, including, a Bill of Sale, Stock Power, Intellectual Property Assignment Agreement and ANRK Intellectual Property Assignment Agreement, each in Treasury Regulations Section 1.1445-5(b)(3)(iiform agreed between Buyer and Seller; (iii) stating that each at the Closing, the mutual release from liabilities of, on the one hand, ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇ and, on the other hand, Seller and [***]; (iv) at the Closing, letters of LDK resignation from the officers and BZF, respectively, is not a “foreign person” as defined in Section 1445 directors of the CodeCompany, effective as of the Closing, in form and substance reasonably satisfactory to Buyer; and (v) at the Closing, properly completed IRS Form W-9 of the Seller. (b) At Buyer shall deliver the BZF Company Share Acquisition Closing, following: (i) unless NASCAR delivers on the later of the Closing Date or Delivery Date, to BZF the notice described in clause (iii), BZF shall deliver to NASCARSeller, by wire transfer of immediately available funds to an a bank account specified in writing designated by NASCAR or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing DateSeller, the BZF Repayment Amount, Closing Cash Consideration; (ii) BZF shall deliver at the Closing, to NASCAR (A) stock certificates evidencing the BZF Company SharesGT, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (B) a properly completed certificate reasonably acceptable to NASCAR and in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 of the Code, and (iii) NASCAR shall deliver to BZF by wire transfer of immediately available funds to an a bank account specified designated by GT and pursuant to the wire instructions set forth in writing by BZF a final summary invoice delivered to Buyer on or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, an amount equal to the Consideration; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant such Specified Seller Transaction Expenses due to this clause GT; and (iii) by at the BZF Repayment AmountClosing, to Seller, such customary instruments of transfer or assumption, filings, or documents, in which case BZF will form and substance reasonably satisfactory to Buyer, as may be deemed required to have delivered give effect to the BZF Repayment Amount to NASCAR for purposes of transactions contemplated by this Agreement, including, a Bill of Sale, Intellectual Property Assignment Agreement and ANRK Intellectual Property Assignment Agreement, each in form agreed between Buyer and Seller.

Closing Deliverables. (a) At On the Company Share Distribution ClosingClosing Date, (i) the BJF Personal Representatives shall deliver to LDK and BZF, respectively, stock certificates evidencing the LDK Additional Company Shares and BZF Additional Company Shares, respectively, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (ii) LDK and BZF, respectively, Seller shall deliver to the BJF Personal Representatives a properly completed certificate reasonably acceptable Buyers the following: Seller shall deliver to the BJF Personal Representatives Buyers an officers' and in form incumbency certificate, which shall include the following: (a) certified organizational documents and substance described in Treasury Regulations Section 1.1445-5(b)(3)(iigoverning documents for the Seller; (b) stating that resolutions of the board of governors and equity holders of each of LDK the Seller approving the transaction contemplated hereunder, and BZF, respectively, is not a “foreign person” as defined in Section 1445 good standing certificates for the Seller; an executed ▇▇▇▇ of sale for each of the CodeBuyers in the form attached hereto as Exhibit A ("▇▇▇▇ of Sale"); an executed assumption agreement for each of the Buyers attached hereto as Exhibit B ("Assignment and Assumption Agreement"); an executed assignment of intellectual property for each of the Buyers in the form attached hereto as Exhibit C ("P Assimment and Assumption Agreement"); the Non-Competition Agreement; a Transition Services Agreement; any other conveyance documents required to be executed and delivered by the Buyers; the Required Consents and Governmental Authorization set forth on Schedule 6.1 (b); and any other executed ancillary documents contemplated under this Agreement. (b) At On the BZF Company Share Acquisition Closing Date Buyers and/or IWA shall deliver to the Seller, or the Parent, at Closing, : (i) unless NASCAR delivers any documentation required to BZF be delivered pursuant to Section 6.2 above; (ii) the notice described in clause Cash Purchase Price; (iii) the executed Assignment and Assumption Agreement; (iv) the executed P Assignment Agreement; the executed Non-Competition Agreement; the executed Transition Services Agreement; the leases for the Leased Real Property entered into with the Parent in the form attached hereto as Exhibit F ("Lease Agreements"), BZF ; each of the Buyers shall deliver to NASCARthe Seller an officers' and incumbency certificate, by wire transfer which shall include the following: (a) certified organizational documents and governing documents for Buyers; (b) resolutions of immediately available funds to an account specified in writing by NASCAR or check (at the election board of NASCAR) or other manner as agreed between directors and governors of Buyers authorizing the applicable Parties prior to the Applicable Closing Date, the BZF Repayment Amount, (ii) BZF shall deliver to NASCAR (A) stock certificates evidencing the BZF Company Shares, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed theretotransactions contemplated hereunder, and (B) a properly completed certificate reasonably acceptable to NASCAR good standing certificates for the Buyers; and in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 of the Code, and (iii) NASCAR shall deliver to BZF by wire transfer of immediately available funds to an account specified in writing by BZF or check (at the election of NASCAR) or any other manner as agreed between the applicable Parties prior to the Applicable Closing Date, an amount equal to the Consideration; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) by the BZF Repayment Amount, in which case BZF will be deemed to have delivered the BZF Repayment Amount to NASCAR for purposes of executed ancillary documents contemplated under this Agreement.

Closing Deliverables. (a) At the Company Share Distribution Closing, Seller shall deliver or cause to be delivered: (i) the BJF Personal Representatives shall deliver executed officer’s certificate required pursuant to LDK Section 5.2(c) in form and BZF, respectively, stock substance reasonably satisfactory to Buyer; (ii) one or more certificates evidencing representing all of the LDK Additional Company Shares and BZF Additional Company Shares, respectively, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, ; (iii) a duly executed and (ii) LDK and BZF, respectively, shall deliver to acknowledged certificate of Seller of non-foreign status meeting the BJF Personal Representatives a properly completed certificate reasonably acceptable to the BJF Personal Representatives and in form and substance described in requirements of Treasury Regulations Regulation Section 1.1445-5(b)(3)(ii2(b)(2), dated as of the Closing Date; (iv) stating that each of LDK the General Account Advisory Agreements, duly executed by the RIA and BZFthe applicable Affiliate of Seller Parent; (v) the Transition Services Agreement, respectively, is not a “foreign person” as defined in Section 1445 duly executed by Seller Parent or one of the Codeits Affiliates. (b) At the BZF Company Share Acquisition Closing, Buyer shall deliver or cause to be delivered: (i) unless NASCAR delivers the executed officer’s certificate required pursuant to BZF the notice described in clause (iii), BZF shall deliver to NASCAR, by wire transfer of immediately available funds to an account specified in writing by NASCAR or check (at the election of NASCARSection 5.3(c) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, the BZF Repayment Amount, (ii) BZF shall deliver to NASCAR (A) stock certificates evidencing the BZF Company Shares, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (B) a properly completed certificate reasonably acceptable to NASCAR and in form and substance described reasonably satisfactory to Seller; (ii) by Wire Transfer to the account of Seller designated pursuant to Section 1.2(c), an amount in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 of cash equal to the Code, and Closing Purchase Price; (iii) NASCAR the Transition Services Agreement, duly executed by Buyer and/or one of its Affiliates. (c) Not less than two Business Days prior to the Closing Date, Seller shall deliver to BZF Buyer Wire Transfer instructions designating the account to which the Closing Purchase Price due to Seller shall be paid by wire transfer of immediately available funds to an account specified in writing by BZF or check (Buyer at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, an amount equal to the Consideration; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) by the BZF Repayment Amount, in which case BZF will be deemed to have delivered the BZF Repayment Amount to NASCAR for purposes of this Agreement.

Closing Deliverables. (a) At the Company Share Distribution Closing, the Companies will deliver or cause to be delivered: (i) to Acquiror, a certificate signed by an officer of the BJF Personal Representatives shall deliver Companies, dated as of the Closing Date, certifying that, to LDK the knowledge and BZFbelief of such officer, respectively, stock certificates evidencing the LDK Additional Company Shares conditions specified in Section 10.2(b) and BZF Additional Company Shares, respectively, free and clear of all Liens Section 10.2(c) (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and respect to the Companies) have been fulfilled; and (ii) LDK to Acquiror and BZFthe Holder, respectivelythe Transition Services Agreements, shall deliver to the BJF Personal Representatives a properly completed certificate reasonably acceptable to the BJF Personal Representatives and in form and substance described in Treasury Regulations Section 1.1445-5(b)(3)(ii) stating that each of LDK and BZF, respectively, is not a “foreign person” as defined in Section 1445 duly executed by duly authorized representatives of the Codeparties thereto. (b) At the BZF Company Share Acquisition Closing, the Holder will deliver or cause to be delivered: (i) unless NASCAR delivers to BZF Acquiror, a certificate signed by an officer of the notice described Holder, dated the Closing Date, certifying that, to the knowledge and belief of such officer, the conditions specified in clause Section 10.2(a) and Section 10.2(c) (with respect to the Holder) have been fulfilled; (ii) to Acquiror, the Registration Rights Agreement, duly executed by a duly authorized representative of the Holder; and (iii) to Acquiror, the Stockholders’ Agreement, duly executed by a duly authorized representative of the Holder. (c) At the Closing, Acquiror will deliver or cause to be delivered: (i) to the Holder, the Aggregate Merger Consideration into which the Company Interests have been converted pursuant to Section 3.1(a); (ii) to the Holder, BZF a certificate signed by an officer of Acquiror, dated the Closing Date, certifying that, to the knowledge and belief of such officer, the conditions specified in Section 10.3(a) and Section 10.3(b) have been fulfilled; (iii) to the Holder, the Registration Rights Agreement, duly executed by duly authorized representatives of the Acquiror, the Sponsor and the C▇ ▇▇▇▇▇▇; and (iv) to the Holder, the Stockholders’ Agreement, duly executed by a duly authorized representative of Acquiror, the Sponsor and the C▇ ▇▇▇▇▇▇. (d) On the Closing Date, concurrently with the Effective Time, Acquiror shall deliver pay or cause to NASCAR, be paid by wire transfer of immediately available funds funds, (i) all accrued transaction expenses of Acquiror and its Affiliates as set forth on a written statement to an account specified in writing by NASCAR or check be delivered to the Holder not less than two (at the election of NASCAR2) or other manner as agreed between the applicable Parties Business Days prior to the Applicable Closing Date and (ii) all accrued and unpaid Transaction Expenses (“Unpaid Transaction Expenses”) as set forth on a written statement to be delivered to Acquiror by or on behalf of the Companies not less than two (2) Business Days prior to the Closing Date, which shall include the BZF Repayment Amount, (ii) BZF shall deliver to NASCAR (A) stock certificates evidencing the BZF Company Shares, free respective amounts and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (B) a properly completed certificate reasonably acceptable to NASCAR and in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 of the Code, and (iii) NASCAR shall deliver to BZF by wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing; provided that any Unpaid Transaction Expenses due to current or former employees, independent contractors, officers, or directors of immediately available funds a Company or any of its Subsidiaries shall be paid to an account specified in writing by BZF such Company for further payment to such employee, independent contractor, officer or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, an amount equal to the Consideration; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) by the BZF Repayment Amount, in which case BZF will be deemed to have delivered the BZF Repayment Amount to NASCAR for purposes of this Agreementdirector through such Company’s payroll.

Closing Deliverables. (a) At the Company Share Distribution Closing, Sellers shall deliver to Buyer the following: (i) a ▇▇▇▇ of sale in the BJF Personal Representatives shall deliver to LDK form of Exhibit A hereto (the “▇▇▇▇ of Sale”) and BZF, respectively, stock certificates evidencing the LDK Additional Company Shares and BZF Additional Company Shares, respectively, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed by Sellers, transferring the Tangible Personal Property included in blank, with all required share transfer tax stamps affixed thereto, and the Purchased Assets to Buyer; (ii) LDK an assignment and BZFassumption agreement in the form of Exhibit B hereto (the “Assignment and Assumption Agreement”) and duly executed by Sellers, respectivelyeffecting the assignment to and assumption by Buyer of the Purchased Assets and the Assumed Liabilities; (iii) assignments in the form of Exhibit C hereto (the “Intellectual Property Assignments”) and duly executed by Sellers, shall deliver transferring all of Sellers’ right, title and interest in and to the BJF Personal Representatives a properly completed certificate reasonably acceptable Intellectual Property Assets to Buyer; (iv) with respect to the BJF Personal Representatives Lease of Real Property, an Assignment and Assumption of Lease in the form of Exhibit D hereto (the “Assignment and Assumption of Lease”) and duly executed by Sellers; (v) the Transition Services Agreement in the form of Exhibit E hereto (the “Transition Services Agreement”) and duly executed by Sellers; (vi) the Seller Closing Certificate; (vii) the FIRPTA Certificate; (viii) the certificates of the Secretary or Assistant Secretary of Sellers required by Section 7.2(i); (ix) such other customary instruments of transfer, assumption, filings or documents, in form and substance described in Treasury Regulations Section 1.1445-5(b)(3)(iireasonably satisfactory to Buyer, as may be required to give effect to this Agreement; and (x) stating that each of LDK and BZF, respectively, is not a “foreign person” as defined an assignment for the Patents identified in Section 1445 4.11 of the CodeDisclosure Schedules in the form of Exhibit F hereto and duly executed by ▇▇▇▇. (b) At the BZF Company Share Acquisition Closing, Buyer shall deliver to Sellers the following: (i) unless NASCAR delivers to BZF the notice described in clause (iii), BZF shall deliver to NASCAR, $17,500,000 by wire transfer of immediately available funds to an the account specified designated in writing a consent letter to be executed by NASCAR or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing DateSilicon Valley Bank, the BZF Repayment Amount, (ii) BZF shall deliver to NASCAR (A) stock certificates evidencing the BZF Company Shares, free Seller Group and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (B) a properly completed certificate reasonably acceptable to NASCAR and Terametrix in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 of the Code, and (iii) NASCAR shall deliver satisfactory to BZF by wire transfer of immediately available funds to an account specified in writing by BZF or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, an amount equal to the ConsiderationBuyer; provided, however, that NASCAR, upon delivery Buyer shall have no obligation to initiate such wire until its receipt of written notice to BZF not less than one day prior to such fully executed consent letter; (ii) the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause Assignment and Assumption Agreement duly executed by Buyer; (iii) the Assignment and Assumption of Lease duly executed by Buyer; (iv) the BZF Repayment Amount, in which case BZF will be deemed to have delivered Transition Services Agreement duly executed by Buyer; (v) the BZF Repayment Amount to NASCAR for purposes Buyer Closing Certificate; and (vi) the certificates of this Agreementthe Secretary or Assistant Secretary of Buyer required by Section 7.3(f).

Closing Deliverables. (a) At or prior to the Closing, as applicable, the Company Share Distribution Closing, will deliver (or cause to be delivered) to Buyer: (i) except as otherwise provided in Section 6.11, evidence reasonably satisfactory to Buyer that any and all Benefit Plans intended to include a Code Section 401(k) arrangement (each, a “401(k) Plan”) have been terminated pursuant to resolution of the BJF Personal Representatives applicable governing body (the form and substance of which shall deliver have been subject to LDK review and BZFapproval of Buyer, respectivelywhich approval shall not be unreasonably withheld, stock certificates evidencing conditioned or delayed), effective as of no later than the LDK Additional day immediately preceding the Closing Date; (ii) evidence reasonably satisfactory to Buyer that the Company Shares has terminated the Terminated Agreements, in a form reasonably acceptable to Buyer, with such termination to be effective at or prior to the Effective Time; (iii) a duly executed resignation letter in the form attached hereto as Exhibit B (the “Resignation Letters”) from each of the officers and BZF Additional directors set forth on Section 1.5(a)(iii) of the Disclosure Schedule of each of the Acquired Companies, effective as of the Closing; (iv) a copy of the Company SharesStockholder Approval and the Company Board Resolutions; (A) executed payoff letters each in a form reasonably satisfactory to Buyer with respect to all Indebtedness of the Acquired Companies set forth on Section 1.5(a)(v) of the Disclosure Schedule owed to the lender thereof and the amounts payable to such lender providing for (1) the full and final satisfaction of such Indebtedness as of the Closing Date, respectivelyand (2) the termination and release of any Liens related thereto (each, free a “Payoff Letter”); and clear of all Liens (B) an invoice from each advisor or other service provider to Acquired Companies (other than Liens arising under applicable securities Lawsany Employee, director or officer of any of the Acquired Companies), duly endorsed in blank or accompanied by stock powers each case dated no more than three (3) Business Days prior to the Closing Date, with respect to all Transaction Expenses estimated to be due and payable to such advisor or other instruments service provider as of transfer duly the Closing Date (each, an “Invoice”); (vi) a properly executed statement, in blankaccordance with Treasury Regulation Sections 1.897-2(h) and 1.1445-2(c)(3) and in the form attached hereto as Exhibit C, certifying that the Company is not and has not been a “United States real property holding corporation” (as defined in Section 897(c)(2) of the Code) during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code, together with all the required share transfer tax stamps affixed theretonotice to the IRS, and (ii) LDK and BZF, respectively, which Buyer shall deliver to the BJF Personal Representatives a properly completed IRS on behalf of the Company upon the Closing (the “FIRPTA Compliance Certificate”); provided, that the sole remedy for failure to deliver such certificate reasonably acceptable to shall be that Buyer may withhold the BJF Personal Representatives and in form and substance described in Treasury Regulations Section 1.1445-5(b)(3)(ii) stating that each appropriate amounts of LDK and BZF, respectively, is not a “foreign person” as defined in U.S. federal income tax under Section 1445 of the Code; (vii) a duly executed counterpart to the Paying Agent Agreement from the Stockholder Representative; and (viii) a duly executed counterpart to the Escrow Agreement from the Stockholder Representative, in the form attached hereto as Exhibit D (the “Escrow Agreement”). (b) At or prior to the BZF Company Share Acquisition Closing, Buyer will deliver (or cause to be delivered) to the Company: (i) unless NASCAR delivers to BZF the notice described in clause (iii), BZF shall deliver to NASCAR, by wire transfer of immediately available funds to an account specified in writing by NASCAR or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior a duly executed counterpart to the Applicable Closing Date, Paying Agent Agreement from Buyer and the BZF Repayment Amount, Paying Agent; and (ii) BZF shall deliver to NASCAR (A) stock certificates evidencing the BZF Company Shares, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer a duly executed in blank, with all required share transfer tax stamps affixed thereto, and (B) a properly completed certificate reasonably acceptable to NASCAR and in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 of the Code, and (iii) NASCAR shall deliver to BZF by wire transfer of immediately available funds to an account specified in writing by BZF or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior counterpart to the Applicable Closing Date, an amount equal to Escrow Agreement from Buyer and the Consideration; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) by the BZF Repayment Amount, in which case BZF will be deemed to have delivered the BZF Repayment Amount to NASCAR for purposes of this AgreementEscrow Agent.

Closing Deliverables. (a) At the Company Share Distribution Closing, (i) the BJF Personal Representatives shall deliver to LDK and BZF, respectively, stock certificates evidencing the LDK Additional Company Shares and BZF Additional Company Shares, respectively, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (ii) LDK and BZF, respectively, Seller shall deliver to the BJF Personal Representatives Buyer the following: (i) one or more bills of sale in a properly completed certificate customary form reasonably acceptable to the BJF Personal Representatives Buyer and duly executed by the Seller, transferring the tangible personal property included in the Purchased Assets to the Buyer; (ii) one or more assignment and assumption agreements in a customary form reasonably acceptable to the Buyer (the “Assignment and Assumption Agreement”) and duly executed by the Seller, effecting the assignment to and 10 assumption by the Buyer of the intangible Purchased Assets and the Assumed Contracts; (iii) with respect to each parcel of Owned Real Estate, a special warranty deed in a customary form reasonably acceptable to the Buyer and duly executed and notarized by the Seller; (iv) with respect to the Intellectual Property included in the Purchased Assets, one or more intellectual property assignment agreements in a customary form reasonably acceptable to the Buyer and duly executed by the Seller; (v) the Seller Closing Certificate; (vi) the certificate of the Secretary or Assistant Secretary of the Seller required by Section 9.2(d); (vii) the FIRPTA Certificate; (viii) such other customary instruments of transfer, assumption, filings or documents, in form and substance described reasonably satisfactory to the Buyer, as may be required to give effect to this Agreement; (ix) a duly executed counterpart to the Transition Services Agreement substantially in Treasury Regulations Section 1.1445-5(b)(3)(iithe form of Exhibit D (the “Transition Services Agreement”); (x) stating that each of LDK and BZF, respectively, is not a “foreign person” the Seller Guaranty; and (xi) such other documents or instruments as defined may be reasonably required by the Title Company in Section 1445 of order to cause the CodeTitle Company to issue the Title Policy for the Real Estate. (b) At the BZF Company Share Acquisition Closing, the Buyer shall deliver to the Seller the following: (i) unless NASCAR delivers to BZF the notice described in clause (iii), BZF shall deliver to NASCAR, The Closing Amount by wire transfer of immediately available funds to an account specified or accounts designated in writing by NASCAR or check the Seller to the Buyer no later than two (at the election of NASCAR2) or other manner as agreed between the applicable Parties Business Days prior to the Applicable Closing Date, the BZF Repayment Amount, ; (ii) BZF shall deliver to NASCAR the Assignment and Assumption Agreement duly executed by Buyer; (Aiii) stock certificates evidencing the BZF Company Shares, free and clear Buyer Closing Certificate; (iv) the certificate of all Liens the Secretary or Assistant Secretary of Buyer required by Section 8.3(c); (v) the Buyer Guaranty; and (vi) such other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other customary instruments of transfer duly executed in blanktransfer, with all required share transfer tax stamps affixed theretoassumption, and (B) a properly completed certificate reasonably acceptable to NASCAR and filings or documents, in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 of the Code, and (iii) NASCAR shall deliver to BZF by wire transfer of immediately available funds to an account specified in writing by BZF or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior reasonably satisfactory to the Applicable Closing DateSeller, an amount equal as may be required to the Consideration; provided, however, that NASCAR, upon delivery of written notice give effect to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) by the BZF Repayment Amount, in which case BZF will be deemed to have delivered the BZF Repayment Amount to NASCAR for purposes of this Agreement.

Closing Deliverables. (a) At the Company Share Distribution Closing, Seller shall deliver to Buyer the following: (i) a bill of sale (the BJF Personal Representatives shall deliver to LDK "Bill of Sale") and BZF, respectively, stock certificates evidencing the LDK Additional Company Shares and BZF Additional Company Shares, respectively, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blankby ▇▇▇▇▇▇, with all required share transfer tax stamps affixed thereto, and transferring the Purchased Assets to Buyer; (ii) LDK an assignment and BZFassumption agreement (the "Assignment and Assumption Agreement") and duly executed by Seller, respectively, shall deliver effecting the assignment to and assumption by Buyer of the BJF Personal Representatives a properly completed certificate reasonably acceptable to the BJF Personal Representatives and Purchased Assets; (iii) assignments in form and substance described satisfactory to Buyer (the "Intellectual Property Assignments") and duly executed by Seller, transferring all of Seller's right, title and interest in Treasury Regulations Section 1.1445-5(b)(3)(iiand to the Intellectual Property Assets to Buyer; (iv) stating that each of LDK and BZF, respectively, is not a “foreign person” as defined in Section 1445 certificate of the CodeSecretary (or equivalent officer) of Seller certifying as to (A) the resolutions of the board of directors and the shareholders of Seller, which authorize the execution, delivery, and performance of this Agreement, the Bill of Sale, the Assignment and Assumption Agreement and the other agreements, instruments, and documents required to be delivered in connection with this Agreement or at the Closing (collectively, the "Transaction Documents") and the consummation of the transactions contemplated hereby and thereby, and (B) the names and signatures of the officers of Seller authorized to sign this Agreement and the other Transaction Documents ; and (v) such other customary instruments of transfer or assumption, filings, or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to the transactions contemplated by this Agreement. (b) At the BZF Company Share Acquisition Closing, Buyer shall deliver to Seller the following: (i) unless NASCAR delivers to BZF the notice described in clause (iii), BZF shall deliver to NASCAR, by wire transfer of immediately available funds to an account specified in writing by NASCAR or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior installments of the Purchase Price (less any amounts which may be withheld for outstanding Liabilities related to any Taxes payable in connection with the Applicable Closing Date, the BZF Repayment Amount, Purchased Assets); (ii) BZF shall deliver the Assignment and Assumption Agreement duly executed by ▇▇▇▇▇; and (iii) a certificate of the Secretary (or equivalent officer) of Buyer certifying as to NASCAR (A) stock certificates evidencing the BZF Company Sharesresolutions of the board of directors of Buyer, free which authorize the execution, delivery, and clear performance of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments this Agreement and the Transaction Documents and the consummation of transfer duly executed in blank, with all required share transfer tax stamps affixed theretothe transactions contemplated hereby and thereby, and (B) a properly completed certificate reasonably acceptable to NASCAR the names and in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 signatures of the Codeofficers of Buyer authorized to sign this Agreement and the other Transaction Documents. (c) At the Closing, Buyer shall offer to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and ▇▇. ▇▇▇▇▇▇▇ shall accept, employment with Buyer on substantially the following terms, as well as other terms customary in the industry and/or for the relevant geographies: (i) Compensation of eighteen thousand dollars ($18,000) on a monthly basis; (ii) ▇▇. ▇▇▇▇▇▇▇ may work primarily remotely, e.g., out of his home in Pleasant Grove, Utah, and/or other facilities in the area. However, Seller shall travel for work at Buyer’s request and Buyer shall pay all reasonable travel expenses; and (iii) NASCAR ▇▇. ▇▇▇▇▇▇▇ shall deliver receive health insurance, life insurance, and other benefits generally offered and provided to BZF by wire transfer of immediately available funds to an account specified in writing by BZF or check Buyer’s similarly situated employees. (at d) No later than the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, an amount equal to the Consideration; provided, however, that NASCAR, upon delivery of Seller shall provide written notice to BZF not less than one day prior PHI Aviation, LLC (“PHI”) of termination of any contract, agreement or otherwise with PHI related to the BZF Company Share Acquisition ClosingPurchased Assets, may elect which termination shall be effective no later than thirty (30) days after such notice date but shall not require Seller to reduce the amount of Consideration delivered pursuant to this clause (iii) by the BZF Repayment Amount, in which case BZF will be deemed to have delivered the BZF Repayment Amount to NASCAR for purposes of this Agreementdirectly compete with Buyer.

Closing Deliverables. At or prior to the Closing: (a) At the The Company Share Distribution Closing, shall deliver or cause to be delivered to Buyer: (i) d▇▇▇ signed declarations of assignment by each Seller by which all Company Common Shares and/or Participation Shares held by such Seller are transferred and assigned to the BJF Personal Representatives shall deliver to LDK Buyer and BZF, respectively, stock a written confirmation by the board of directors of the Company confirming that no certificates evidencing for the LDK Additional Company Common Shares and BZF Additional Company Shares, respectively, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and and/or Participation Shares have been issued; (ii) LDK a copy of the resolution of the board of directors of the Company authorizing the transfer of the Company Common Shares and BZFParticipation Shares, respectivelyas applicable, shall deliver from the Sellers to Buyer and approving the registration of Buyer as the holder of the Company Common Shares and Participation Shares in the share register of the Company as of the Closing Date; (iii) a copy of the share register of the Company in which B▇▇▇▇ is registered as the holder of the Company Common Shares with full voting rights and as the holder of the Participation Shares as of the Closing Date; (iv) The resignations of each director or officer, including the individuals listed on ‎Section 6.10 of the Company Disclosure Schedule, from such positions with the Company and its Subsidiaries effective as of the Closing Date that Buyer requests on or prior to the BJF Personal Representatives Closing substantially in the form attached hereto as Exhibit D (the “Letters of Resignation”); (v) duly executed Payoff Letters (if applicable); (vi) duly executed termination agreements for the Related Party Contracts set forth in ‎Section 6.11 of the Company Disclosure Schedule; (vii) true and complete copies of the Optionholder Termination Agreement from each Optionholder, duly executed by each such Optionholder and the Company, in the form set forth on Exhibit A hereto; (viii) duly executed copies of the RCAs from each RCA Party, in the form set forth on Exhibit C hereto; (A) a properly completed certificate reasonably acceptable to certification satisfying the BJF Personal Representatives requirements of Treasury Regulations Sections 1.897-2(h) and in form and substance 1.1445-2(c)(3), that the Company is not, nor has it been within the period described in Treasury Regulations Section 1.1445-5(b)(3)(ii897(c)(1)(A)(ii) stating that each of LDK and BZFthe Code, respectively, is not a “foreign personUnited States real property holding corporation” as defined in Section 1445 897(c)(2) of the CodeCode and B) an accompanying notice to the IRS satisfying the requirements of Treasury Regulations Section 1.897-2(h)(2); (x) a good standing certificate (or an equivalent documents such as an extract from the commercial register) for the Company and its Subsidiaries from the relevant secretary of state or similar Governmental Authority (including commercial register offices) of the jurisdiction under the laws in which the Company and its Subsidiary is incorporated or organized, dated within two (2) Business Days prior to the Closing Date; (xi) a properly completed IRS Form W-9 or applicable IRS Form W-8 duly executed by each Seller; (xii) a copy of the resolution of the board of directors of the Company authorizing the execution, delivery and performance, as applicable, of this Agreement and the other Transaction Documents to which the Company is a party and the consummation of the transactions contemplated hereby and thereby; (xiii) the Allocation Schedule; (xiv) the Company Transaction Expenses Payoff Instructions; and (xv) a written statement (the “Estimate Statement”), that sets forth the Company’s good faith estimate of Closing Working Capital (“Estimated Closing Working Capital”), Closing Cash (“Estimated Closing Cash”), Closing Indebtedness (“Estimated Closing Indebtedness”), Company Transaction Expenses (“Estimated Company Transaction Expenses”) and, based on such amounts, the Closing Consideration. (b) At the BZF Company Share Acquisition Closing, Buyer shall: (i) unless NASCAR delivers pay, or cause to BZF be paid, to the notice described in clause (iii), BZF shall deliver to NASCARSellers, by wire transfer of immediately available funds to an the account specified designated on the Allocation Schedule, the portion of the Share Cash Out Closing Amount payable to each such Seller in writing by NASCAR respect of such Seller’s Company Common Shares and Participation Shares, in each case, as set forth on the Allocation Schedule; provided that, with respect to any portion of the Share Cash Out Closing Amount which is payable to any Shareholder in their capacity as a current or check (at the election of NASCAR) former Service Provider, Buyer shall pay, or other manner as agreed between the applicable Parties prior cause to be paid, to the Company for distribution by the Company to such individual via the Company’s payroll system, as set forth in the Allocation Schedule (net of any required withholding of Taxes under Applicable Closing Date, the BZF Repayment Amount, Law); (ii) BZF shall deliver pay, or cause to NASCAR (A) stock certificates evidencing be paid, to the BZF Company SharesCompany, free and clear of all Liens (other than Liens arising under applicable securities Laws)an aggregate amount equal to the Option Cash Out Closing Amount, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (B) a properly completed certificate reasonably acceptable to NASCAR and in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 of the Code, and (iii) NASCAR shall deliver to BZF by wire transfer of immediately available funds to an the account specified in writing designated on the Allocation Schedule, for further distribution by BZF or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior Company to the Optionholders via the Company’s payroll system, the portion of the Option Cash Out Closing Amount payable to each such Optionholder, in each case, as set forth in the Allocation Schedule (net of any required withholding of Taxes under Applicable Closing Date, an amount equal to the Consideration; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause Law); (iii) pay, or cause to be paid, all amounts set forth in the Payoff Letters, by wire transfer of immediately available funds to the BZF Repayment Amountaccounts designated therein; (iv) pay, or cause to be paid, all unpaid amounts set forth in which case BZF will the Company Transaction Expenses Payoff Instructions, by wire transfer of immediately available funds to the accounts designated therein; and (v) deposit, or cause to be deemed deposited, the Shareholders’ Representative Fund Amount with the Shareholders’ Representative, by wire transfer of immediately available funds to have delivered the BZF Repayment Amount account designated on the Allocation Schedule, to NASCAR for purposes be held by Shareholders’ Representative on behalf of the Shareholders (the “Shareholders’ Representative Fund Account”) in accordance with the terms of this Agreement; (vi) deliver to the Company, a notification of beneficial ownership regarding the Company Common Shares and Participation Shares pursuant to art. 697j of the Swiss Code of Obligations; and (vii) deliver to the Company, the acceptance declarations (including signature specimen) of persons designated as directors or officers of the Company and its Subsidiaries as of the Closing Date. (c) Notwithstanding anything to the contrary, for the avoidance of doubt, no interest will be paid or accrued on any portion of the Aggregate Consideration or any payments thereof to any Shareholder.

Closing Deliverables. (a) At the Company Share Distribution Closing, Seller shall deliver to Buyer the following: (i) a certification of Seller’s good standing issued by the BJF Personal Representatives shall deliver Secretary of State of the State of Delaware as of a date not more than five Business Days prior to LDK the Closing Date; (ii) a bill of sale, assignment and BZFassumption agreement in the form of Exhibit B (the “Bill of Sale, respectively, stock certificates evidencing the LDK Additional Company Shares Assignment and BZF Additional Company Shares, respectively, free and clear of all Liens (other than Liens arising under applicable securities LawsAssumption Agreement”), duly endorsed executed by Seller; (iii) a copy of each third party or Governmental Authority notice or consent set forth on Schedule 4.05; (iv) the Seller Closing Certificate; (v) the certificates of the Secretary or Assistant Secretary of Seller required by Section 7.02(e) and Section 7.02(f); (vi) customary release and payoff letters, duly executed by or on behalf of the applicable lenders or other holders, in blank or connection with the repayment by Seller of any Indebtedness with respect to the Business at the Closing, accompanied by stock powers or other instruments a confirmation of transfer duly executed automatic release of any liens (including UCC-3 termination statements for any financing statements encumbering the Purchased Assets) upon the payment of the amount set forth in blanksuch payoff letters, with all required share transfer tax stamps affixed theretoin each case, and (ii) LDK and BZF, respectively, shall deliver to the BJF Personal Representatives a properly completed certificate reasonably acceptable to the BJF Personal Representatives and in form and substance described in Treasury Regulations Section 1.1445-5(b)(3)(iireasonably acceptable to Buyer, each delivered to Buyer at least three (3) stating that Business Days prior to the Closing; (vii) an IRS Form W-9 duly and properly executed by ▇▇▇▇▇▇; (viii) a counterpart to each of LDK the Transition Services Agreement and BZFthe Escrow Agreement, respectivelyeach duly executed by Seller; (ix) instruments of assignment in respect of any registered, is not a “foreign person” issued, or applied-for Intellectual Property being transferred as defined in Section 1445 part of the CodePurchased Assets, executed by Seller in forms reasonably acceptable to Buyer; and (x) with respect to the Purchased Assets, such other instruments of sale, conveyance, transfer, assignment and assumption between Seller and Buyer (or its designated Affiliate), as necessary under the Law in order to transfer all right, title and interest of Seller in, to and under the Purchased Assets in accordance with the terms hereof and for Buyer to assume the Assumed Liabilities (collectively, the foregoing and the Bill of Sale, Assignment and Assumption Agreement, the “Transfer Documents”), duly executed by ▇▇▇▇▇▇. (b) At the BZF Company Share Acquisition Closing, Buyer shall deliver to Seller the following: (i) unless NASCAR delivers to BZF the notice described an amount in clause (iii), BZF shall deliver to NASCARcash, by wire transfer of immediately available funds to an account the account(s) specified in writing by NASCAR or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior Seller, equal to the Applicable Closing Date, Base Purchase Price minus the BZF Repayment Escrow Amount, ; (ii) BZF shall deliver a counterpart to NASCAR (A) stock certificates evidencing each of the BZF Company SharesBill of Sale, free Assignment and clear of all Liens (other than Liens arising under applicable securities Laws)Assumption Agreement, duly endorsed in blank or accompanied by stock powers or other instruments of transfer the Escrow Agreement, and the Transition Services Agreement, each duly executed in blank, with all required share transfer tax stamps affixed thereto, and by Buyer (B) a properly completed certificate reasonably acceptable to NASCAR and in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 of the Code, and or its applicable Affiliate); and (iii) NASCAR shall deliver to BZF by wire transfer of immediately available funds to an account specified in writing by BZF or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Buyer Closing Date, an amount equal to the ConsiderationCertificate; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) by the BZF Repayment Amount, in which case BZF will be deemed to have delivered the BZF Repayment Amount to NASCAR for purposes of this Agreement.and

Closing Deliverables. (a) At the Company Share Distribution Closing, Sellers shall deliver to Buyers the following: (i) One or more bills of sale in the BJF Personal Representatives shall deliver to LDK form of Exhibit A hereto (each, a “▇▇▇▇ of Sale”) and BZF, respectively, stock certificates evidencing the LDK Additional Company Shares and BZF Additional Company Shares, respectively, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed by the applicable Seller, transferring the Tangible Personal Property included in blank, with the EB Assets to ▇▇▇▇▇▇▇ Energy and all required share transfer tax stamps affixed thereto, and other Purchased Assets to ▇▇▇▇▇▇▇ Operating; (ii) LDK One or more assignment and BZFassumption agreements in the form of Exhibit B hereto (each, respectivelyan “Assignment and Assumption Agreement”) and duly executed by the applicable Seller, shall deliver effecting the assignment to and assumption by ▇▇▇▇▇▇▇ Energy of the EB {W5940181.1} Assets and the EB Liabilities and ▇▇▇▇▇▇▇ Operating of all other Purchased Assets and the Assumed Liabilities; (iii) One or more assignment and assumption agreements countersigned by each of Mercuria Energy America, Inc., South Jersey Resources Group, LLC and ▇.▇. ▇▇▇▇▇▇ Ventures Energy Corporation whereby such parties acknowledge and agree to the BJF Personal Representatives assignment of the Forward Positions to which they are a properly completed certificate party from the applicable Seller to the applicable Buyer, in form and substance reasonably acceptable to the BJF Personal Representatives Buyer (each, a “Forward Positions Assignment and Assumption Agreement”); (iv) the Transition Services Agreement, duly executed by Sellers; (v) the Sellers’ Closing Certificate; (vi) the certificate of the Secretary or Assistant Secretary of each Seller and Global Partners required by Section 7.02(i) and Section 7.02(j); and (vii) such other customary instruments of transfer, assumption, filings or documents, in form and substance described in Treasury Regulations Section 1.1445-5(b)(3)(ii) stating that each of LDK reasonably satisfactory to Buyers and BZFSellers, respectively, is not a “foreign person” as defined in Section 1445 of the Codemay be reasonably required to give effect to this Agreement. (b) At the BZF Company Share Acquisition Closing, Buyers shall deliver to Sellers the following: (i) unless NASCAR delivers to BZF the notice described cash portion of the Purchase Price as determined in clause (iii), BZF shall deliver to NASCARaccordance with Section 2.05, by wire transfer of immediately available funds to an account specified in writing by NASCAR or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, the BZF Repayment Amount, funds; (ii) BZF shall deliver to NASCAR (A) stock certificates evidencing the BZF Company Shares, free Assignment and clear of all Liens (other than Liens arising under applicable securities Laws)Assumption Agreements, duly endorsed in blank executed by the applicable Buyer; (iii) the Forward Positions Assignment and Assumption Agreements, duly executed by the applicable Buyer; (iv) the Transition Services Agreement, duly executed by ▇▇▇▇▇▇▇ Operating and ▇▇▇▇▇▇▇ Energy; (v) the Buyers’ Closing Certificate; (vi) the certificates of the Secretary or accompanied Assistant Secretary of each Buyer and ▇▇▇▇▇▇▇ Resources required by stock powers or Section 7.03(g) and Section 7.03(h); and (vii) such other customary instruments of transfer duly executed in blanktransfer, with all required share transfer tax stamps affixed theretoassumption, and (B) a properly completed certificate reasonably acceptable to NASCAR and filings or documents, in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” reasonably satisfactory to Sellers and Buyers, as defined in Section 1445 of the Code, and (iii) NASCAR shall deliver may be reasonably required to BZF by wire transfer of immediately available funds give effect to an account specified in writing by BZF or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, an amount equal to the Consideration; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) by the BZF Repayment Amount, in which case BZF will be deemed to have delivered the BZF Repayment Amount to NASCAR for purposes of this Agreement.

Closing Deliverables. (a) At the Company Share Distribution Closing, (i) At or prior to the BJF Personal Representatives Closing, NFMIC shall deliver to LDK and BZF, respectively, stock certificates evidencing MMIC each of the LDK Additional Company Shares and BZF Additional Company Shares, respectively, free and clear of all Liens (other than Liens arising under applicable securities Laws)following, duly endorsed executed by or on behalf of NFMIC as appropriate: (A) a certificate dated the Closing Date signed by an appropriate officer of NFMIC certifying as of the Closing Date (1) none of the covenants in blank or accompanied by stock powers Section 6 have been violated, (2) the incumbency of the officers of NFMIC immediately prior to the Closing Date; (3) the due adoption and text of the resolutions of the Board of Directors of NFMIC approving and authorizing this Agreement, the Merger, and all other documents and transactions contemplated hereby; and (4) the due adoption and text of the consent of the members of NFMIC approving and authorizing this Agreement, the Merger, and all other documents and transactions contemplated hereby; (B) proof of filing with the Commissioner the consent of the members of NFMIC approving and authorizing this Agreement, the Merger, and all other documents and transactions contemplated hereby; and (C) such other instruments, certificates, affidavits, consents, or other instruments of transfer duly executed in blank, documents reasonably requested by MMIC or which are reasonably necessary to carry out the Merger contemplated by this Agreement and to comply with all required share transfer tax stamps affixed thereto, and the terms hereof. (ii) LDK and BZFAt or prior to the Closing, respectively, MMIC shall deliver to NFMIC each of the BJF Personal Representatives following, duly executed by or on behalf of MMIC as appropriate: (A) a properly completed certificate reasonably acceptable dated the Closing Date signed by an appropriate officer of NFMIC certifying as of the Closing Date (1) none of the covenants in Section 6 have been violated, (2) the incumbency of the officers of NFMIC immediately prior to the BJF Personal Representatives Closing Date; and in form (3) the due adoption and substance described in Treasury Regulations Section 1.1445-5(b)(3)(ii) stating that each of LDK and BZF, respectively, is not a “foreign person” as defined in Section 1445 text of the Coderesolutions of the Board of Directors of NFMIC approving and authorizing this Agreement, the Merger, and all other documents and transactions contemplated hereby; and (B) such other instruments, certificates, affidavits, consents, or other documents reasonably requested by MMIC or which are reasonably necessary to carry out the Merger contemplated by this Agreement and to comply with the terms hereof. (biii) At the BZF Company Share Acquisition Closing, (i) unless NASCAR delivers to BZF the notice described in clause (iii), BZF shall deliver to NASCAR, by wire transfer of immediately available funds to an account specified in writing by NASCAR or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing DateClosing, the BZF Repayment Amount, (ii) BZF Constituent Corporations shall deliver to NASCAR (A) stock certificates evidencing make all filings or recordings with the BZF Company Shares, free and clear of all Liens (other than Liens arising Commissioner as required under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, the Wisconsin Insurance Law and (B) a properly completed certificate reasonably acceptable to NASCAR and in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 obtain final Commissioner approval of the CodeMerger, this Agreement, and (iii) NASCAR all other documents and transactions contemplated hereby, and the Commissioner shall deliver to BZF by wire transfer a certificate of immediately available funds to an account specified in writing by BZF or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior authority to the Applicable Closing Date, an amount equal to Surviving Corporation (the Consideration; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) by the BZF Repayment Amount, in which case BZF will be deemed to have delivered the BZF Repayment Amount to NASCAR for purposes of this Agreement“OCI Approval”).

Closing Deliverables. On the Acquisition Closing Date, the Parties shall take the following actions: (a) At the Company Share Distribution Closing, (i) the BJF Personal Representatives NPC shall deliver pay to LDK and BZF, respectively, stock certificates evidencing the LDK Additional Company Shares and BZF Additional Company Shares, respectively, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (ii) LDK and BZF, respectively, shall deliver to the BJF Personal Representatives a properly completed certificate reasonably acceptable to the BJF Personal Representatives and in form and substance described in Treasury Regulations Section 1.1445-5(b)(3)(ii) stating that each of LDK and BZF, respectively, is not a “foreign person” as defined in Section 1445 of the Code. (b) At the BZF Company Share Acquisition Closing, (i) unless NASCAR delivers to BZF the notice described in clause (iii), BZF shall deliver to NASCAROrni 16, by wire transfer of immediately available funds funds, the Purchase Price, pursuant to Section 2.01(b); (b) Orni 16 and NPC shall execute and deliver a ▇▇▇▇ of sale and assignment and assumption agreement, substantially in the form of Exhibit A attached hereto, pursuant to which NPC acquires an account specified undivided fifty percent (50%) ownership interest in writing by NASCAR or check the assets comprising the Project (at including an undivided fifty percent (50%) ownership interest in Orni 16’s right, title and interest in all existing Project Agreements, Governmental Approvals, the election of NASCAR) or Project Site, geothermal resources, ▇▇▇▇▇, and resource data for the Project, and all other manner as agreed between the applicable Parties prior assets relating to the Applicable Closing Date, the BZF Repayment Amount, (iiProject) BZF shall deliver to NASCAR (A) stock certificates evidencing the BZF Company Shares, free and clear of all Liens (other than Permitted Liens arising (excluding Liens of Orni 16 Lenders) and pursuant to which NPC assumes fifty percent (50%) of the obligations that become due and payable, or that are to be performed after the Acquisition Closing Date under applicable securities Lawseach Project Agreement and Governmental Approval (whether or not such Project Agreement was entered into, or such Governmental Approval obtained, on or prior to the Acquisition Closing Date); (c) Orni 16 shall execute and deliver to NPC a deed for a fifty percent (50%) undivided ownership interest in the Project Site, duly endorsed substantially in blank or accompanied by stock powers the form of Exhibit B attached hereto, and any memorandum of documents or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed theretodocuments necessary to convey and record title to the Project Site or any Easements; (d) Each Party shall execute, and deliver to the other Party, the BLM Assignment and the Navy Agreement Assignment; (Be) Orni 16 shall execute and deliver to NPC a properly completed certificate reasonably acceptable to NASCAR and under Section 1445(b)(2) of the Code, providing that Orni 16 is not a foreign Person, in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 of the Codereasonably satisfactory to NPC; (f) Each Party shall execute, and deliver to the other Party, a State of Nevada Declaration of Value in the form required by Nevada Revised Statues Section 375.060; and (iiig) NASCAR Orni 16 shall deliver to BZF by wire transfer NPC the Required Consents, substantially in the form of immediately available funds to an account specified in writing by BZF or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, an amount equal to the Consideration; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) by the BZF Repayment Amount, in which case BZF will be deemed to have delivered the BZF Repayment Amount to NASCAR for purposes of this AgreementExhibit C attached hereto.

Closing Deliverables. (a) At On the Company Share Distribution Closingday of the closing, Seller will deliver, or cause to be delivered, to Purchaser: (i) The PR Marine Shares evidencing up to one hundred percent (100%) owner SYHI interest in and to PR Marine and the BJF Personal Representatives shall deliver to LDK and BZF, respectively, stock certificates evidencing the LDK Additional Company Shares and BZF Additional Company Shares, respectively, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and Business; and (ii) LDK A ▇▇▇▇ of Sale in the form of, and BZFas set forth in, respectivelyExhibit A annexed hereto and the ancillary documents set forth as schedules hereto, shall deliver to duly executed by Seller; and (iii) The Assignment of Liabilities in the BJF Personal Representatives a properly completed certificate reasonably acceptable to the BJF Personal Representatives form of, and as set forth in, Exhibit B annexed hereto, duly executed by Seller; and (iv) Such other good and sufficient instruments of conveyance, assignment and transfer, in form and substance described reasonably satisfactory to Purchaser’s counsel, as shall be effective to vest in Treasury Regulations Section 1.1445-5(b)(3)(iiPurchaser good and marketable title of up to one hundred percent (100%) stating that each of LDK and BZF, respectively, is not a “foreign person” as defined in Section 1445 owner SYHI of the CodeBusiness and the Assets, and as shall be necessary to reflect the assignment and assumption of the Assigned Liabilities. Such documents shall include, but not be limited to: (1) The Assignment and Assumption Agreement(s) for permits, licenses and authorizations to assume all business and agency agreements and marketing rights of PR Marine Inc. USA specifically for the territory of USA and Canada including North & South America and Mexico. (b2) At Trademarks or trade names, including the BZF Company Share Acquisition Closingname and logos for PR Marine and related marks or names, and other Intellectual Property assignment(s). (iv) unless NASCAR delivers All contracts, files and other data and documents pertaining to BZF the notice described in clause Assets or the Business (iiiwhich may be delivered at the offices of Seller), BZF shall deliver except Seller’s minute books, shareholder transfer and owner SYHI records, and such other financial and other records that may be necessary or desirable to NASCARbe maintained by Seller on and after the Closing Date in connection with its compliance with all Applicable Laws, rules and regulations, the filing of all Tax Returns or Immigration petitions, and its compliance with its covenants and agreements hereunder; and (vi) A certificate signed by wire transfer Seller dated as of immediately available funds the Closing Date, to an account specified the effect that the representations and warranties made by Seller in writing this Agreement and in any document, instrument and/or agreement to be executed and/or delivered by NASCAR Seller pursuant to this Agreement are true, complete and correct in all material respects at and as of the Closing with the same force and effect as those representations and warranties made on the date hereof or check (as of such date as set forth therein, and that Seller has conformed and complied with in all material respects all of its respective covenants, agreements, and obligations under this Agreement, which are to be performed and complied with by Seller at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, the BZF Repayment Amount, Closing; and (iivii) BZF shall deliver to NASCAR (A) stock certificates evidencing the BZF Company Shares, free and clear A Release by Seller in favor of all Liens (other than Liens arising under applicable securities Laws), duly endorsed Purchaser in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (B) a properly completed certificate reasonably form acceptable to NASCAR the parties and in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 their respective counsel; (viii) A copy certified by the secretary or similar officer of PR Marine of the Code, duly adopted resolutions of the Board of Directors and (iii) NASCAR shall deliver to BZF by wire transfer of immediately available funds to an account specified in writing by BZF or check (at Stockholders approving this Agreement and authorizing the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, an amount equal to the Consideration; provided, however, that NASCAR, upon execution and delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) by the BZF Repayment Amount, in which case BZF will be deemed to have delivered the BZF Repayment Amount to NASCAR for purposes of this Agreement, including the documents, instruments, certificates and agreements to be executed and/or delivered by Seller or PR Marine pursuant hereto, and the consummation of the transactions contemplated hereby and thereby; and (ix) A certificate of good standing or valid company trade license for PR Marine Inc issued by the appropriate authority of Florida dated on or before thirty (30) days after the Closing Date; and (x) Such other documents and items as are reasonably necessary or appropriate to effect the consummation of the transactions contemplated hereby; and (xi) A legal opinion in a form acceptable to the parties and their respective counsel.

Closing Deliverables. (a) At the Company Share Distribution Closing, the Seller Parties shall deliver to Buyer the following: (i) (A) special warranty deeds with respect to the BJF Personal Representatives Owned Real Properties, in form and substance reasonably satisfactory to Buyer (each, a “Deed”) and duly executed and notarized by the applicable Seller Party as the case may be, and (B) assignments with respect to the Leases for the Leased Properties, in form and substance reasonably satisfactory to Buyer (each, a “Lease Assignment”) and duly executed by the applicable Seller Party, as assignor, and the owner of the Leased Property evidencing such owner’s consent to the assignment; (ii) an owner’s title insurance policy (at the Seller Parties’ expense) with respect to each Owned Real Property, issued by a nationally recognized title insurance company reasonably acceptable to Buyer, written as of the Closing Date, insuring Buyer in such amounts and together with such endorsements, and otherwise in such form, as Buyer shall, in its sole discretion, require. Such title insurance policy shall deliver insure fee simple title to LDK and BZF, respectively, stock certificates evidencing the LDK Additional Company Shares and BZF Additional Company Shares, respectivelyeach Owned Real Property, free and clear of all Liens (Encumbrances other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or Permitted Encumbrances and those listed on Section 4.09(a)(i) of the Disclosure Schedules; (iii) an appropriately certified ALTA/ACSM Land Title Survey (at the Seller Parties’ expense) with respect to each Owned Real Property showing no Encumbrances other instruments than the Permitted Encumbrances and those listed on Section 4.09(a)(i) of transfer duly executed in blank, with all required share transfer tax stamps affixed theretothe Disclosure Schedules, and (ii) LDK and BZF, respectively, shall deliver to the BJF Personal Representatives a properly completed certificate reasonably acceptable to the BJF Personal Representatives and otherwise in form and substance described reasonably satisfactory to Buyer, for each Owned Real Property; (iv) the Escrow Agreement duly executed by Parent; (v) a b▇▇▇ of sale in Treasury Regulations the form of Exhibit A hereto (the “B▇▇▇ of Sale”) and duly executed by each applicable Seller Party, transferring the tangible personal property included in the Purchased Assets to Buyer; (vi) an assignment and assumption agreement in the form of Exhibit B hereto (the “Assignment and Assumption Agreement”) duly executed by each applicable Seller Party effecting the assignment to and assumption by Buyer of the Assigned Contracts; (vii) a legal opinion reasonably satisfactory to Buyer from the Seller Parties’ counsel regarding authority of the Seller Parties and enforceability of the Transaction Documents; (viii) the Seller Closing Certificate; (ix) the certificates of the Secretary or Assistant Secretary (or other appropriate officer) of each Seller Party required by Section 1.1445-5(b)(3)(ii7.02(i) stating that each of LDK and BZFSection 7.02(j); (x) Tax Clearance Certificates, respectively, is not a “foreign person” as defined specified in Section 1445 6.15 for each Seller Party, from the States of Texas, Louisiana, Ohio, Kentucky, Nevada, West Virginia and Delaware; and, no later than five (5) Business Days following the Codedate of this Agreement, evidence that the Seller Parties have submitted requests for all such Tax Clearance Certificates to each applicable issuing agency; (xi) the Funds Flow Memorandum, duly executed by the Seller Parties; and (xii) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement. (b) At the BZF Company Share Acquisition Closing, Buyer shall deliver to Parent (or such other Persons as are designated by Parent) the following: (i) unless NASCAR delivers to BZF the notice described in clause (iii), BZF shall deliver to NASCAR, by wire transfer of immediately available funds to an account specified in writing by NASCAR or check (at Purchase Price less the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, the BZF Repayment Escrow Amount, ; (ii) BZF shall deliver to NASCAR (A) stock certificates evidencing the BZF Company Shares, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer Escrow Agreement duly executed in blank, with all required share transfer tax stamps affixed thereto, and (B) a properly completed certificate reasonably acceptable to NASCAR and in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 of the Code, and by Buyer; (iii) NASCAR the Lease Assignments duly executed by Buyer, as assignee; (iv) the Assignment and Assumption Agreement duly executed by Buyer; (v) the Buyer Closing Certificate; (vi) the certificate of the Secretary or Assistant Secretary (or other appropriate officer) of Buyer required by Section 7.03(g); (vii) two original medallion guaranteed stock powers relating to the shares of Vertex Common Stock deposited into the Escrow Account; (viii) the Confirmation of Accredited Investor Status and Investor Representations executed by Buyer; and (ix) written notice of which Contracts listed in Section 2.01(d) of the Disclosure Schedule Buyer has elected to assume as “Assigned Contracts.” (c) At the Closing, Seller shall deliver to BZF by wire transfer of immediately available funds to an account specified in writing by BZF or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior Escrow Amount to the Applicable Closing Date, an amount equal Escrow Agent pursuant to the Consideration; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) by the BZF Repayment Amount, in which case BZF will be deemed to have delivered the BZF Repayment Amount to NASCAR for purposes of this Escrow Agreement.

Closing Deliverables. (a) At the Company Share Distribution Closing, RMS shall deliver to Buyer the following: (i) the BJF Personal Representatives shall deliver to LDK and BZF, respectively, stock certificates evidencing the LDK Additional Company Shares and BZF Additional Company Shares, respectively, free and clear a b▇▇▇ of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (ii) LDK and BZF, respectively, shall deliver to the BJF Personal Representatives a properly completed certificate reasonably acceptable to the BJF Personal Representatives and sale in form and substance described satisfactory to Buyer (the “B▇▇▇ of Sale”) and duly executed by each Seller, transferring the Tangible Personal Property included in Treasury Regulations Section 1.1445-5(b)(3)(iithe Purchased Assets to Buyer or its designated subsidiary; (ii) stating that an assignment and assumption agreement in form and substance satisfactory to Buyer (the “Assignment and Assumption Agreement”) and duly executed by each of LDK Seller, effecting the assignment to and BZFassumption by Buyer, respectivelyor its designated subsidiary, is not a “foreign person” as defined in Section 1445 of the CodePurchased Assets and the Assumed Liabilities; (iii) with respect to each Lease, an Assignment and Assumption of Lease in form and substance satisfactory to Buyer (each, an “Assignment and Assumption of Lease”) and duly executed by Seller; (iv) the Seller Closing Certificate; (v) the FIRPTA Certificate; (vi) the Voting Agreement, executed by RMS Shareholder; and (vii) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement. (b) At the BZF Company Share Acquisition Closing, Buyer shall deliver to RMS the following: (i) unless NASCAR delivers a stock certificate representing the Exchange Shares issued to BZF the notice described in clause (iii)RMS, BZF shall deliver to NASCAR, and $350,000 by wire transfer of immediately available funds to an account specified designated in writing by NASCAR or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior RMS to the Applicable Closing Date, the BZF Repayment Amount, Buyer; (ii) BZF shall deliver the Assignment and Assumption Agreement duly executed by Buyer, or its designated subsidiary; (iii) with respect to NASCAR each Lease, an Assignment and Assumption of Lease duly executed by Buyer or its designated subsidiary; (Aiv) stock certificates evidencing the BZF Company SharesBuyer Closing Certificate; and (v) a voting agreement (the “Voting Agreement”) among RMS Shareholder and holders of at least 30% of the Common Stock outstanding on the date hereof, free and clear agreeing to vote in favor of (1) the authorization of additional shares of Common Stock of no less than the amount needed for Medovex to issue Common Stock upon the conversion of all Liens (other than Liens arising under applicable outstanding securities Laws)convertible into Common Stock, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blankincluding, with all required share transfer tax stamps affixed theretowithout limitation, the Series C Preferred Stock, and (B2) a properly completed certificate reasonably acceptable to NASCAR and the directors for Medovex in form and substance described in Treasury Regulations accordance with Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 of the Code, and (iii) NASCAR shall deliver to BZF by wire transfer of immediately available funds to an account specified in writing by BZF or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, an amount equal to the Consideration; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) by the BZF Repayment Amount, in which case BZF will be deemed to have delivered the BZF Repayment Amount to NASCAR for purposes of this Agreement6.11.

Closing Deliverables. (a) At the Company Share Distribution Closing, Seller shall deliver to Buyer the following: (i) a bill of sale in the BJF Personal Representatives shall deliver form of Exhibit E hereto in form and substance satisfactory to LDK Buyer (the "Bill of Sale") and BZFduly executed by Seller, respectivelytransferring the tangible personal property included in the Purchased Assets to Buyer; (ii) an assignment and assumption agreement in the form of Exhibit F hereto in form and substance satisfactory to Buyer (the "Assignment and Assumption Agreement") and duly executed by Seller, stock certificates evidencing effecting the LDK Additional Company Shares assignment to and BZF Additional Company Shares, respectively, assumption by Buyer of the Purchased Assets and the Assumed Liabilities; (iii) proof in form satisfactory to Buyer that the Purchased Assets are being sold free and clear of all Liens encumbrances; (iv) the Seller Closing Certificate duly executed by S▇▇▇▇▇; (v) the certificates of Seller required by Section 7.02(g) duly executed by S▇▇▇▇▇; (vi) an Assignment and Assumption Agreement for the Lease Agreement-Production in the form of Exhibit G ("Assignment and Assumption of Lease-Production"); (vii) an Assignment and Assumption Agreement for the Lease Agreement-Warehouse in the form of Exhibit H ("Assignment and Assumption of Lease-Warehouse"); (viii) the License Agreement executed by S▇▇▇▇▇; (ix) executed corporate resolutions of the Seller; (x) such other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other customary instruments of transfer duly executed in blanktransfer, with all required share transfer tax stamps affixed theretoassumption, and (ii) LDK and BZFfilings or documents, respectively, shall deliver to the BJF Personal Representatives a properly completed certificate reasonably acceptable to the BJF Personal Representatives and in form and substance described in Treasury Regulations Section 1.1445-5(b)(3)(ii) stating reasonably satisfactory to Buyer, as may be required to give effect to this Agreement, including assignments of intellectual property or other Purchased Assets that each require unique or separate instruments of LDK and BZF, respectively, is not a “foreign person” as defined in Section 1445 of the Codeconveyance. (b) At the BZF Company Share Acquisition Closing, Buyer shall deliver to Seller the following: (i) unless NASCAR delivers The portion of the Purchase Price required to BZF be delivered at the notice described in clause (iii)Closing pursuant to Section 2.06, BZF shall deliver to NASCAR, payable by wire transfer of immediately available funds to an account specified in writing by NASCAR or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior delivered to the Applicable Closing Date, the BZF Repayment Amount, account designated by Seller; (ii) BZF shall deliver to NASCAR (A) stock certificates evidencing the BZF Company Shares, free and clear Bill of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer Sale duly executed in blank, with all required share transfer tax stamps affixed thereto, and (by B) a properly completed certificate reasonably acceptable to NASCAR and in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 of the Code, and ▇▇▇▇; (iii) NASCAR shall deliver to BZF the Assignment and Assumption Agreement duly executed by wire transfer B▇▇▇▇; (iv) the Buyer Closing Certificate duly executed by B▇▇▇▇; (v) executed company authorizations of immediately available funds to an account specified in writing the Buyer; (vi) the License Agreement executed by BZF or check B▇▇▇▇; (at vii) the election Assignment and Assumption of NASCARLease-Production and Assignment and Assumption of Lease-Warehouse, executed by B▇▇▇▇; (viii) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, an amount equal to the Consideration; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) certificate required by the BZF Repayment Amount, in which case BZF will be deemed to have delivered the BZF Repayment Amount to NASCAR for purposes of this Agreement.Section 7.03(f);

Closing Deliverables. (a) At As promptly as reasonably practicable following the Company Share Distribution Closingdate of this Agreement, but in no event later than ten (i10) Business Days prior to the BJF Personal Representatives Closing Date, JAWS shall deliver to LDK appoint Continental (or its applicable Affiliate) as an exchange agent (the “Exchange Agent”) and BZFenter into an exchange agent agreement with the Exchange Agent for the purpose of exchanging Certificates, respectivelyif any, stock certificates evidencing representing the LDK Additional Company Shares and BZF Additional each Company SharesShare held in book-entry form on the stock transfer books of the Company immediately prior to the Effective Time, respectivelyin either case, free for the portion of the Adjusted Transaction Share Consideration issuable in respect of such Company Shares pursuant to Section 2.1(b)(vii) and clear of all Liens on the terms and subject to the other conditions set forth in this Agreement. Notwithstanding the foregoing or anything to the contrary herein, in the event that Continental is unable or unwilling to serve as the Exchange Agent, then JAWS and the Company shall, as promptly as reasonably practicable thereafter, but in no event later than the Closing Date, mutually agree upon an exchange agent (other than Liens arising under applicable securities Lawsin either case, such agreement not to be unreasonably withheld, conditioned or delayed), duly endorsed in blank or accompanied by stock powers or other instruments JAWS shall appoint and enter into an exchange agent agreement with such exchange agent, who shall for all purposes under this Agreement constitute the Exchange Agent and each of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, JAWS and (ii) LDK and BZF, respectively, the Company shall deliver mutually agree to any changes to the BJF Personal Representatives a properly completed certificate reasonably acceptable Letter of Transmittal in order to the BJF Personal Representatives and satisfy any requirements of such exchange agent (in form and substance described in Treasury Regulations Section 1.1445-5(b)(3)(ii) stating that each of LDK and BZFeither case, respectivelysuch agreement not to be unreasonably withheld, is not a “foreign person” as defined in Section 1445 of the Codeconditioned or delayed). (b) At the BZF Company Share Acquisition Closing, least three (i3) unless NASCAR delivers to BZF the notice described in clause (iii), BZF shall deliver to NASCAR, by wire transfer of immediately available funds to an account specified in writing by NASCAR or check (at the election of NASCAR) or other manner as agreed between the applicable Parties Business Days prior to the Applicable Closing Date, the BZF Repayment AmountCompany shall mail or otherwise deliver, or shall cause to be mailed or otherwise delivered, to the Company Shareholders a Letter of Transmittal. (c) At the Effective Time, JAWS shall deposit, or cause to be deposited, with the Exchange Agent, for the benefit of the Company Shareholders and for exchange in accordance with this Section 2.6 through the Exchange Agent, evidence of New JAWS Shares in book-entry form representing the portion of the Adjusted Transaction Share Consideration issuable pursuant to Section 2.1(b)(vii) in exchange for the Company Shares outstanding immediately prior to the Effective Time. All shares in book-entry form representing the portion of the Adjusted Transaction Share Consideration issuable pursuant to Section 2.1(b)(vii) deposited with the Exchange Agent shall be referred to in this Agreement as the “Exchange Fund”. (d) Each Company Shareholder whose Company Shares have been converted into the right to receive a portion of the Adjusted Transaction Share Consideration pursuant to Section 2.1(b)(vii) shall be entitled to receive the portion of the Adjusted Transaction Share Consideration to which he, she or it is entitled on the date provided in Section 2.6(c) upon (i) surrender of a Certificate (or affidavit of loss in lieu thereof in the form required by the Letter of Transmittal), together with the delivery of a properly completed and duly executed Letter of Transmittal (including, for the avoidance of doubt, any documents or agreements required by the Letter of Transmittal), to the Exchange Agent or (ii) BZF in the case of Company Shares held in book-entry form, a properly completed and duly executed Letter of Transmittal (including, for the avoidance of doubt, any documents or agreements required by the Letter of Transmittal), to the Exchange Agent. (e) If a properly completed and duly executed Letter of Transmittal, together with any Certificates (or affidavit of loss in lieu thereof in the form required by the Letter of Transmittal), if any, is delivered to the Exchange Agent in accordance with Section 2.6(d) (i) at least one Business Day prior to the Closing Date, then JAWS and the Company shall deliver take all necessary actions to NASCAR cause the applicable portion of the Adjusted Transaction Share Consideration to be issued to the applicable Company Shareholder in book-entry form on the Closing Date, or (Aii) less than one Business Day prior to the Closing Date, then JAWS and the Company (or the Surviving Company) shall take all necessary actions to cause the applicable portion of the Adjusted Transaction Share Consideration to be issued to the Company Shareholder in book-entry form within two (2) Business Days after such delivery. (f) If any portion of the Adjusted Transaction Share Consideration is to be issued to a Person other than the Company Shareholder in whose name the surrendered Certificate or the transferred Company Share in book-entry form is registered, it shall be a condition to the issuance of the applicable portion of the Adjusted Transaction Share Consideration that (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such Company Share in book-entry form shall be properly transferred and (ii) the Person requesting such consideration pay to the Exchange Agent any transfer Taxes required as a result of such consideration being issued to a Person other than the registered holder of such Certificate or Company Share in book-entry form or establish to the satisfaction of the Exchange Agent that such transfer Taxes have been paid or are not payable. (g) No interest will be paid or accrued on the Adjusted Transaction Share Consideration (or any portion thereof). From and after the Effective Time, until surrendered or transferred, as applicable, in accordance with this Section 2.6, each Company Share (other than, for the avoidance of doubt, the Company Shares cancelled and extinguished pursuant to Section 2.1(b)(viii)) shall solely represent the right to receive a portion of the Adjusted Transaction Share Consideration to which such Company Share is entitled to receive pursuant to Section 2.1(b)(vii). (h) At the Effective Time, the stock certificates evidencing transfer books of the BZF Company Sharesshall be closed and there shall be no transfers of Company Shares that were outstanding immediately prior to the Effective Time. (i) Any portion of the Exchange Fund that remains unclaimed by the Company Shareholders twelve (12) months following the Closing Date shall be delivered to New JAWS or as otherwise instructed by New JAWS, and any Company Shareholder who has not exchanged his, her or its Company Shares for the applicable portion of the Adjusted Transaction Share Consideration in accordance with this Section 2.6 prior to that time shall thereafter look only to New JAWS for the issuance of the applicable portion of the Adjusted Transaction Share Consideration, without any interest thereon. None of New JAWS, the Surviving Company or any of their respective Affiliates shall be liable to any Person in respect of any consideration delivered to a public official pursuant to any applicable abandoned property, unclaimed property, escheat, or similar Law. Any portion of the Adjusted Transaction Share Consideration remaining unclaimed by the Company Shareholders immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Entity shall become, to the extent permitted by applicable Law, the property of New JAWS free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank any claims or accompanied by stock powers or other instruments interest of transfer duly executed in blank, with all required share transfer tax stamps affixed any Person previously entitled thereto, and (B) a properly completed certificate reasonably acceptable to NASCAR and in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 of the Code, and (iii) NASCAR shall deliver to BZF by wire transfer of immediately available funds to an account specified in writing by BZF or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, an amount equal to the Consideration; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) by the BZF Repayment Amount, in which case BZF will be deemed to have delivered the BZF Repayment Amount to NASCAR for purposes of this Agreement.

Closing Deliverables. (a) At the Company Share Distribution Closing, the Sellers will deliver to the Buyer: (i) the BJF Personal Representatives shall deliver to LDK and BZFCompany Stock Certificates representing all Shares of Utah Holding, respectively, stock certificates evidencing the LDK Additional Company Shares and BZF Additional Company Shares, respectively, free and clear of all Liens (other than Liens arising under applicable securities Laws), with duly endorsed in blank or accompanied by executed stock powers or other instruments of transfer duly executed attached in blank, with all required share transfer tax stamps affixed thereto, and proper form for transfer; (ii) LDK each of the certificates and BZF, respectively, shall deliver documents required to be delivered by the Company pursuant to Section 8.2 to the BJF Personal Representatives a properly completed certificate reasonably acceptable to the BJF Personal Representatives and in form and substance described in Treasury Regulations Section 1.1445-5(b)(3)(ii) stating that each of LDK and BZF, respectively, extent such delivery is not a “foreign person” as defined waived in writing by the Buyer; and (iii) the FIRPTA Certification and FIRPTA Notification pursuant to Section 1445 of the Code7.9(f). (b) At the BZF Company Share Acquisition Closing, the Buyer will: (i) unless NASCAR delivers to BZF the notice described in clause (iii), BZF shall deliver to NASCARthe Sellers, each of the certificates and documents required to be delivered by the Buyer pursuant to Section 8.3, to the extent such delivery is not waived in writing by the Sellers; (ii) deliver to each Seller, a wire transfer of immediately available funds to an account specified designated by such Seller, in writing by NASCAR or check (at an amount equal to such Seller’s Pro Rata Portion of the election Seller Consideration less such Seller’s Pro Rata Portion of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, the BZF Repayment Escrow Amount, (ii) BZF which the Buyer shall deliver to NASCAR (A) stock certificates evidencing deposit with the BZF Company Shares, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (B) a properly completed certificate reasonably acceptable to NASCAR and in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 of the Code, and Escrow Agent; (iii) NASCAR shall deliver pay or cause to BZF by be paid all outstanding Indebtedness set forth on Schedule 1.2A via wire transfer of immediately available funds to an account specified in writing accounts provided by BZF the Sellers or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior holder(s) of such Indebtedness; (iv) pay or cause to be paid all unpaid Transaction Expenses of the Sellers or Company Group Members, via wire transfer of immediately available funds to accounts provided by the payees of such Transaction Expenses; (v) pay or cause to be paid the Transaction Bonus Amount to the Applicable Company so that the Company can pay on the Closing DateDate such amounts to the recipients of such Transaction Bonus Amounts and deduct and withhold for the benefit of the Company, Utah France or the Subsidiary, as applicable, an amount equal to the Consideration; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) all applicable payroll and other Taxes payable by the BZF Repayment Amount, Company in respect of such Transaction Bonus Amounts (all of which case BZF will such Transaction Bonus Amounts and Taxes shall be deemed paid before the Calculation Time); and (vi) deposit or cause to have delivered be deposited the BZF Repayment Escrow Amount to NASCAR for purposes of this with the Escrow Agent in the Escrow Account in accordance with Section 1.2(b) and the Escrow Agreement.

Closing Deliverables. (a) At On or prior to the Company Share Distribution ClosingClosing Date, the Issuer shall deliver or cause to be delivered to each Purchaser, the following: (i) this Agreement duly executed by the BJF Personal Representatives shall deliver Issuer; (ii) a copy of the Registration Rights Agreement, substantially in the form of Exhibit A dated as of the Closing Date (the “Registration Rights Agreement”, and together with this Agreement, the “Transaction Documents”) and executed by the Issuer; (iii) a legal opinion of ▇▇▇▇▇▇▇▇ & Knight LLP in form and substance reasonably acceptable to LDK and BZFthe Purchasers; (iv) a copy of the Issuer’s irrevocable instructions to Computershare Trust Company, respectivelyN.A. (or any successor transfer agent for the Issuer, the “Transfer Agent” ) instructing the Transfer Agent to (A) if physical certificates are required by a Purchaser, deliver, on an expedited basis, one or more stock certificates evidencing or (B) if physical certificates are not required by a Purchaser, make a book-entry record through the LDK Additional Company Shares and BZF Additional Company Sharesfacilities of DTC, respectively, in each case free and clear of all Liens restrictive and other legends (other than Liens arising under applicable securities Laws)except as expressly provided herein) and evidencing such number of Purchased Shares set forth for such Purchaser on Schedule 1, duly endorsed registered in blank or accompanied by stock powers or other instruments the name of transfer such Purchaser; (v) duly executed Irrevocable Transfer Agent Instructions, in blankthe form of Exhibit B, with all required share transfer tax stamps affixed thereto(the “Transfer Agent Instructions”) executed by the Issuer and delivered to and acknowledged in writing by the Transfer Agent; (vi) a certificate from the Issuer’s Secretary or Assistant Secretary having attached thereto (A) the Certificate of Incorporation of the Issuer as in effect at the time of the Closing, (B) the Issuer’s Bylaws as in effect at the time of the Closing, (C) resolutions approved by the Board of Directors authorizing the transactions contemplated hereby, and (iiD) LDK and BZF, respectively, shall deliver good standing certificates or their jurisdictional equivalents (including tax good standing) with respect to the BJF Personal Representatives a properly completed certificate reasonably acceptable to the BJF Personal Representatives Issuer and in form and substance described in Treasury Regulations Section 1.1445-5(b)(3)(ii) stating that each of LDK and BZF, respectively, is not a “foreign person” Significant Subsidiary (as defined below) from the applicable authorities in Section 1445 of Delaware, Texas and Alaska; and (vii) the CodeIssuer shall have provided each Purchaser with the Issuer’s wire instructions, on Issuer letterhead and executed by the Chief Executive Officer or Chief Financial Officer. (b) At On or prior to the BZF Company Share Acquisition ClosingClosing Date, each Purchaser shall deliver or cause to be delivered to the Issuer, the following: (i) unless NASCAR delivers to BZF this Agreement duly executed by such Purchaser; (ii) a copy of the notice described in clause Registration Rights Agreement executed by such Purchaser; (iii), BZF shall deliver to NASCAR, ) an Investor Certification substantially in the form of Exhibit C (the “Investor Certification”) completed and executed by such Purchaser; and (iv) payment of the Purchase Price for the Purchased Shares that such Purchaser is purchasing by wire transfer of immediately available funds to an account specified of the Issuer designated in writing by NASCAR or check the Issuer to such Purchaser, which designation shall be delivered to Purchaser at least one (at the election of NASCAR1) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, the BZF Repayment Amount, (ii) BZF shall deliver to NASCAR (A) stock certificates evidencing the BZF Company Shares, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (B) a properly completed certificate reasonably acceptable to NASCAR and in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 of the Code, and (iii) NASCAR shall deliver to BZF by wire transfer of immediately available funds to an account specified in writing by BZF or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, an amount equal to the Consideration; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one business day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) by the BZF Repayment Amount, in which case BZF will be deemed to have delivered the BZF Repayment Amount to NASCAR for purposes of this Agreement.

Closing Deliverables. At the Closing: (a) At the Company Share Distribution Closing, (i) the BJF Personal Representatives Parent and Seller shall execute and deliver to LDK Purchaser the Disclosure Schedule. (b) Seller shall execute and BZF, respectively, stock certificates evidencing the LDK Additional Company Shares and BZF Additional Company Shares, respectively, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (ii) LDK and BZF, respectively, shall deliver to Purchaser the BJF Personal Representatives ▇▇▇▇ of Sale. (c) Parent, Seller, Purchaser and the Escrow Agent shall execute and deliver the Escrow Agreement. (d) Parent, Seller and Purchaser shall execute and deliver the Override Right Agreement. (e) Parent shall execute and deliver to Purchaser certifications that neither Parent nor Seller is a properly completed certificate reasonably acceptable to the BJF Personal Representatives and foreign person in form and substance described in Treasury Regulations Section 1.1445-5(b)(3)(ii) stating that each of LDK and BZF, respectively, is not a “foreign person” as defined in accordance with Section 1445 of the Code. (bf) At Parent shall deliver to Purchaser resignations of each of the BZF Company Share Acquisition Closing, directors and officers of CNAC and the Subsidiaries of CNAC set forth in Section 7.1(f) of the Disclosure Schedule. (g) Parent shall deliver to Purchaser evidence reasonably satisfactory to Purchaser that any and all (i) unless NASCAR delivers Tax sharing, allocation, compensation or similar Contracts that include one or more of CNAC or any Subsidiary of CNAC, on the one hand, and any other Person or Persons, on the other hand, and (ii) powers of attorney relating to BZF the notice described in clause Tax matters concerning CNAC or any Subsidiary of CNAC, have been terminated. (iii), BZF h) Parent shall deliver to NASCARPurchaser evidence reasonably satisfactory to Purchaser that the notices, by wire transfer consents and approvals set forth in Section 7.1(h) of immediately available funds the Disclosure Schedule have been secured. (i) Parent shall deliver to an account specified Purchaser evidence reasonably satisfactory to Purchaser that any Liens, other than the Permitted Liens and the Liens set forth in writing by NASCAR or check Section 7.1(i) of the Disclosure Schedule, on the assets of the Business have been released. (at j) Parent shall deliver to Purchaser evidence reasonably satisfactory to Purchaser that, as of the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, the BZF Repayment AmountCNAC and its Subsidiaries have (i) at least $25,000,000 of supplies and other inventories (not including coal inventories), (ii) BZF at least $19,000,000 of trade accounts receivables that are not subject to any Liens, (iii) no more than $16,500,000 of accounts payable and (iv) no Indebtedness owing to any other Person. (k) Parent shall deliver to NASCAR Purchaser evidence reasonably satisfactory to Purchaser that (Ai) stock certificates evidencing the BZF Company Shares, free and clear all Indebtedness owed to CNAC or any Subsidiary of all Liens CNAC by Parent or Seller or any Affiliate of Parent or Seller (other than Liens arising under applicable securities LawsCNAC or any Subsidiary of CNAC) has been paid in full and (ii) all other intercompany agreements and arrangements (including any intercompany payables or receivables) between CNAC or any Subsidiary of CNAC, on the one hand, and Parent or Seller or any Affiliate of Parent or Seller (other than CNAC or any Subsidiary of CNAC), duly endorsed in blank or accompanied by stock powers or on the other instruments of transfer duly executed in blankhand, with all required share transfer tax stamps affixed thereto, have been settled and terminated. (Bl) a properly completed certificate reasonably acceptable to NASCAR and in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 of the Code, and (iii) NASCAR Parent shall deliver to BZF Purchaser evidence reasonably satisfactory to Purchaser that all Taxes of CNAC and its Subsidiaries due and payable on or prior to Closing have been paid. (m) Parent shall deliver or cause to be delivered to Purchaser copies certified by wire the Secretary (or equivalent) of each of CNAC and each Subsidiary of CNAC that its respective certificate of formation (or equivalent) and limited liability company agreement (or equivalent) (it being acknowledged that ▇▇▇▇▇ Pinnacle does not have a limited liability company agreement (or equivalent)) attached thereto are true, correct and complete and in full force and effect as of the Closing Date. (n) Parent shall deliver or cause to be delivered to Purchaser the company seal, equity transfer ledgers and minute books of immediately available funds each of CNAC and each Subsidiary of CNAC and originals or copies of all other books and records of each of CNAC and each Subsidiary of CNAC (or evidence satisfactory to an account specified Purchaser that CNAC and its Subsidiaries will be in writing by BZF or check (the possession of such books and records at the election Closing). (o) Parent shall deliver or cause to be delivered a good standing certificate (or equivalent) of NASCAR) or other manner as agreed between the applicable Parties each of Parent, Seller, CNAC and each Subsidiary of CNAC dated no more than five Business Days prior to the Applicable Closing Date, an amount equal to the Consideration; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) by the BZF Repayment Amount, in which case BZF will be deemed to have delivered the BZF Repayment Amount to NASCAR for purposes of this Agreement.

Closing Deliverables. The following deliveries shall be made at the Closing: (a) At the Company Share Distribution Closing, (i) the BJF Personal Representatives Parent shall deliver or cause the applicable Selling Subsidiary to LDK deliver to the applicable Buyer or the Deposit Escrow Agent, as applicable: i. with respect to each Owned Real Property, a duly executed counterpart to a deed substantially in the form of Exhibit B-1 (the “Deed”) conveying the fee estate in such Owned Real Property, with such modifications as are required by local law or custom so that such Deed will be in recordable form and BZFbe the equivalent of a so-called “special warranty” deed in the applicable local jurisdiction; ii. with respect to each Leased Real Property, respectivelya duly executed counterpart to an assignment and assumption of lease substantially in the form of Exhibit B-2 (the “Assignment of Leasehold Interest”) conveying the leasehold estate in such Leased Real Property with such modifications as are required by local law or custom so that such Assignment of Leasehold Interest will be in recordable form in the applicable local jurisdiction; iii. a duly executed counterpart to a ▇▇▇▇ of sale substantially in the form of Exhibit C (the “▇▇▇▇ of Sale”), stock certificates evidencing transferring to the LDK Additional Company Shares applicable Buyer all of the applicable Selling Subsidiaries’ right, title and BZF Additional Company Sharesinterest in, respectivelyto and under the Furnishings, free Consumables, Supplies and clear Retail Inventories; iv. a duly executed counterpart to an assignment and assumption agreement substantially in the form of Exhibit D (the “Assignment and Assumption”), transferring to the applicable Buyer all Liens of the applicable Selling Subsidiaries’ right, title and interest in, to and under the Assigned Contracts (other than Liens arising under applicable securities Lawsthe Ground Lease, which will be conveyed by the Assignment of Leasehold Interest), duly endorsed Miscellaneous Hotel Assets, assignable Permits and assignable Intellectual Property, and evidencing Buyers’ assumption of the Assumed Liabilities; v. counterparts of any documents to be executed at the Closing (if any) by Parent or any of its Affiliates in blank connection with obtaining the Required Manager Consents; vi. counterparts of any documents to be executed at the Closing (if any) by Parent or accompanied by stock powers or other instruments any of transfer its Affiliates in connection with obtaining the Required Franchisor Consents; vii. a duly executed in blank, with all required share transfer tax stamps affixed thereto, and (ii) LDK and BZF, respectively, shall deliver counterpart to the BJF Personal Representatives Closing Statement; viii. a properly completed certificate reasonably acceptable duly executed counterpart to joint written instructions to the BJF Personal Representatives and Deposit Escrow Agent, directing the Deposit Escrow Agent to disburse the Deposit in form and substance described accordance with Section 2.3(a); ix. to the extent required in Treasury Regulations Section 1.1445-5(b)(3)(ii) stating that each of LDK and BZF, respectively, is not a “foreign person” as defined in Section 1445 respect of the Code. (b) At the BZF Company Share Acquisition Closing, (i) unless NASCAR delivers Closing pursuant to BZF the notice described in clause (iiiSection 6.9(b), BZF shall deliver to NASCAR, by wire transfer of immediately available funds a duly executed counterpart to an account specified in writing by NASCAR or check (at the election Interim Liquor Agreement; x. evidence of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, the BZF Repayment Amount, (ii) BZF shall deliver to NASCAR (A) stock certificates evidencing the BZF Company Shares, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (B) a properly completed certificate reasonably acceptable to NASCAR and in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 termination of the Code, and (iii) NASCAR shall deliver to BZF by wire transfer of immediately available funds to an account specified in writing by BZF or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, an amount equal to the Consideration; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) by the BZF Repayment Amount, in which case BZF will be deemed to have delivered the BZF Repayment Amount to NASCAR for purposes of this Agreement.TRS Leases;

Closing Deliverables. (a) At or prior to the Closing, the Company Share Distribution Closing, shall deliver to Buyer the following: (i) the BJF Personal Representatives shall deliver to LDK and BZF, respectively, stock certificates evidencing the LDK Additional Company Shares and BZF Additional Company Shares, respectively, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer Escrow Agreement duly executed in blank, with all required share transfer tax stamps affixed thereto, and by the Stockholders’ Representative; (ii) LDK resignations, or evidence of removal, of the directors and BZF, respectively, shall deliver officers of the Company and the Company Subsidiaries pursuant to the BJF Personal Representatives requirements of Section 5.9; (iii) a properly completed certificate reasonably acceptable certificate, dated the Closing Date and signed by a duly authorized officer of Company, that the conditions set forth in Sections 6.1(b), (c) and (f) have been satisfied; (iv) at least three Business Days prior to the BJF Personal Representatives Closing, the Pre-Closing Statement and in form and substance described in Treasury Regulations Section 1.1445-5(b)(3)(iithe Consideration Spreadsheet; (v) stating a certificate certifying any facts that each of LDK and BZF, respectively, is not a “foreign person” as defined in would exempt the transactions contemplated hereby from withholding pursuant to Section 1445 of the Code; (vi) adopted resolutions terminating any defined contribution plans sponsored by the Company (or any Company Subsidiary), effective as of the day prior to the Closing Date; (vii) with respect to any Indebtedness of the Company and the Company Subsidiaries, (1) one or more payoff letters, setting forth all amounts necessary to be paid by the Company or its applicable Subsidiary on or before the Closing Date to fully pay off such Indebtedness (in the aggregate, the “Pay-Off Amount”), and (2) in the case of any such Indebtedness that is secured by a Lien, one or more Lien-release letters stating that all such Liens have been or will be released, in each case in a form reasonably acceptable to Buyer and executed by the applicable lender; (viii) properly completed and executed Letters of Transmittal from each stockholder who executed the Written Consent, together with any other Letter of Transmittal received by the Company on or before the Closing Date; and (ix) such other documents or instruments as Buyer reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At or prior to the BZF Company Share Acquisition Closing, Buyer shall deliver to the Company (or such other Person as may be specified herein) the following: (i) unless NASCAR delivers the Escrow Agreement duly executed by Buyer and the Escrow Agent; (ii) payment to BZF the notice described in clause (iii), BZF shall deliver to NASCAR, Exchange Agent by wire transfer of immediately available funds to an account specified in writing by NASCAR or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior amount equal to the Applicable aggregate Closing DateMerger Consideration payable to Stockholders pursuant to Section 2.8, as set forth on the BZF Repayment Amount, (ii) BZF shall deliver to NASCAR (A) stock certificates evidencing the BZF Company Shares, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (B) a properly completed certificate reasonably acceptable to NASCAR and in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 of the Code, and Consideration Spreadsheet; (iii) NASCAR shall deliver payment to BZF the Company by wire transfer of immediately available funds to an account specified in writing by BZF or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, an amount equal to the Consideration; providedaggregate Closing Merger Consideration payable to Vested Optionholders pursuant to Section 2.9(a), howeveras set forth on the Consideration Spreadsheet; (iv) payment to the Escrow Agent by wire transfer of immediately available funds the Indemnification Escrow Amount, the Purchase Price Adjustment Escrow Amount and the Special Indemnification Escrow Amount as set forth in Section 2.12; (v) payment to third parties by wire transfer of immediately available funds that amount of money due and owing from the Company to such third parties as Indebtedness or Company Transaction Expenses, as set forth on the Pre-Closing Statement (provided that if the Closing Date is not a Business Day, such payment shall be made the first Business Day after the Closing Date); (vi) payment to the applicable third parties of the Pay-Off Amount by wire transfer of immediately available funds (provided that if the Closing Date is not a Business Day, such payment shall be made the first Business Day after the Closing Date); (vii) a certificate, dated the Closing Date and signed by a duly authorized officer of Buyer, that NASCAR, upon delivery of written notice the conditions set forth in Sections 6.2(b) and (c) have been satisfied; and (viii) such other documents or instruments as the Company reasonably requests and are reasonably necessary to BZF not less than one day prior to consummate the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) transactions contemplated by the BZF Repayment Amount, in which case BZF will be deemed to have delivered the BZF Repayment Amount to NASCAR for purposes of this Agreement.

Closing Deliverables. (a) At the Company Share Distribution Closing, (i) the BJF Personal Representatives each of Seller and Purchaser shall deliver or cause to LDK and BZF, respectively, stock certificates evidencing be delivered to the LDK Additional Company Shares and BZF Additional Company Shares, respectively, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer party hereto a duly executed in blank, with all required share transfer tax stamps affixed thereto, and (ii) LDK and BZF, respectively, shall deliver counterpart to the BJF Personal Representatives Escrow Agreement and shall receive a properly completed certificate reasonably acceptable duly executed counterpart to the BJF Personal Representatives and in form and substance described in Treasury Regulations Section 1.1445-5(b)(3)(ii) stating that each of LDK and BZF, respectively, is not a “foreign person” as defined in Section 1445 of Escrow Agreement from the CodeEscrow Agent. (b) At the BZF Company Share Acquisition Closing, each of Seller and Purchaser shall deliver to the other party hereto a duly executed counterpart to the Bill of Sale, evidencing the sale and assignment to Purchaser of the Purchased Assets. (c) At the Closing, Seller shall deliver to Purchaser a certificate of an executive officer of Seller, dated as of the Closing, certifying as to the (i) unless NASCAR delivers to BZF attached copies of the notice described in clause organizational documents of Seller and resolutions of the governing body of Seller authorizing and approving the execution, delivery and performance by Seller of the Transaction Documents and the transactions contemplated thereby and (iii)ii) the incumbency of the officer or officers of Seller who have executed and delivered the Transaction Documents, BZF including therein a signature specimen of each such officer or officers. (d) At the Closing, Purchaser shall deliver to NASCAR, by wire transfer Seller a certificate of immediately available funds to an account specified in writing by NASCAR or check (at the election of NASCAR) executive officer or other manner authorized signatory of Purchaser, dated as agreed between of the applicable Parties Closing, certifying as to the incumbency of the officer or officers of Purchaser who have executed and delivered the Transaction Documents, including therein a signature specimen of each such officer or officers. (e) At or prior to the Applicable Closing DateClosing, the BZF Repayment Amount, (ii) BZF Seller shall deliver to NASCAR Purchaser a duly completed and executed IRS Form W-9 pursuant to Section 5.11(e). (Af) stock certificates evidencing At or prior to the BZF Company SharesClosing, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (B) a properly completed certificate reasonably acceptable to NASCAR and in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 of the Code, and (iii) NASCAR Purchaser shall deliver to BZF by wire transfer Seller a duly completed and executed IRS Withholding Form pursuant to Section 5.11(e). (g) Promptly following the Closing (and in any event on the same day thereof), Seller shall deliver to UT a duly executed copy of immediately available funds the Instruction Letter. Within three (3) Business Days thereafter, Seller shall deliver to an account specified in writing by BZF or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior Purchaser evidence reasonably satisfactory to Purchaser confirming, with respect to the Applicable Closing DateInstruction Letter, an amount equal the delivery to the Consideration; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) by the BZF Repayment Amount, in which case BZF will be deemed to have delivered the BZF Repayment Amount to NASCAR for purposes of this AgreementUT.

Closing Deliverables. (a) At the Company Share Distribution Closing, (i) the BJF Personal Representatives shall deliver to LDK each of Seller and BZF, respectively, stock certificates evidencing the LDK Additional Company Shares and BZF Additional Company Shares, respectively, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (ii) LDK and BZF, respectively, Purchaser shall deliver to the BJF Personal Representatives other party hereto a properly completed certificate reasonably acceptable duly executed counterpart to the BJF Personal Representatives Bill of Sale, evidencing the sale and in form and substance described in Treasury Regulations Section 1.1445-5(b)(3)(ii) stating that each of LDK and BZF, respectively, is not a “foreign person” as defined in Section 1445 assignment to Purchaser of the CodePurchased Assets. (b) At the BZF Company Share Acquisition Closing, Seller shall deliver to Purchaser a certificate of an executive officer of Seller, dated as of the Closing, certifying as to the (i) unless NASCAR delivers to BZF attached copies of the notice described in clause organizational documents of Seller and resolutions of the governing body of Seller authorizing and approving the execution, delivery and performance by Seller of the Transaction Documents and the transactions contemplated thereby and (iii)ii) the incumbency of the officer or officers of Seller who have executed and delivered the Transaction Documents, BZF including therein a signature specimen of each such officer or officers. (c) At the Closing, Purchaser shall deliver to NASCAR, by wire transfer Seller a certificate of immediately available funds to an account specified in writing by NASCAR or check (at the election of NASCAR) executive officer or other manner authorized signatory of Purchaser, dated as agreed between of the applicable Parties Closing, certifying as to the incumbency of the officer or officers of Purchaser who have executed and delivered the Transaction Documents to which Purchaser is party, including therein a signature specimen of each such officer or officers. (d) At or prior to the Applicable Closing DateClosing, the BZF Repayment Amount, (ii) BZF Seller shall deliver to NASCAR Purchaser a duly completed and executed IRS Form W-9 pursuant to Section 5.11(a). (Ae) stock certificates evidencing At or prior to the BZF Company SharesClosing, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (B) a properly completed certificate reasonably acceptable to NASCAR and in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 of the Code, and (iii) NASCAR Purchaser shall deliver to BZF by wire transfer Seller a duly completed and executed IRS Form W-9 pursuant to Section 5.11(d). (f) Immediately upon the Closing (and in any event on the same day thereof), Seller shall deliver to Incyte (with a copy to Purchaser) a duly executed copy of immediately available funds the Instruction Letter. [***] thereafter, Seller shall deliver to an account specified in writing by BZF or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior Purchaser evidence reasonably satisfactory to Purchaser confirming, with respect to the Applicable Closing DateInstruction Letter, an amount equal the delivery to the Consideration; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) by the BZF Repayment Amount, in which case BZF will be deemed to have delivered the BZF Repayment Amount to NASCAR for purposes of this AgreementIncyte.

Closing Deliverables. (a) At Subject to the Company Share Distribution terms and conditions hereof (including Section 2.07), at the Closing, Seller shall deliver (or cause to be delivered) to Buyer: (i) if any Transferred Interests or JV Interests are certificated, the BJF Personal Representatives shall deliver to LDK and BZFcertificates representing such Transferred Interests and/or JV Interests being purchased hereunder, respectively, stock certificates evidencing the LDK Additional Company Shares and BZF Additional Company Shares, respectively, free and clear accompanied by instruments of all Liens (other than Liens arising under applicable securities Laws), duly transfer or assignment endorsed in blank by the appropriate Equity Seller or accompanied JV Seller or as otherwise required by stock powers the applicable Law and dated as of the Closing Date, or such other instruments of assignment required under applicable Law to effect the transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and of such Transferred Interests and/or JV Interests; (ii) LDK if any Transferred Interests or JV Interests are not certificated, an assignment and BZFconveyance instrument duly executed by the appropriate Equity Seller or JV Seller and dated as of the Closing Date, respectivelyconveying the Transferred Interests or JV Interests to Buyer, shall deliver to the BJF Personal Representatives a properly completed certificate reasonably acceptable to the BJF Personal Representatives and in form and substance described acceptable to Buyer, or such other instruments of assignment required under applicable Law to effect the transfer of such Transferred Interests and/or JV Interests; (iii) the resignations of all directors, managers and officers of the Transferred Entities from such positions (other than relating to their employment) effective as of the Closing, other than those directors, managers or officers of the Transferred Entities that Buyer notifies Seller in writing will not be required to resign; (iv) the resignations of all directors, managers and officers of the JV Entities appointed by Seller or any of its Subsidiaries from such positions (other than relating to their employment) effective as of the Closing, other than those directors, managers and officers of the JV Entities that Buyer notifies Seller in writing will not be required to resign; (v) a duly executed counterpart to the transition services agreement in form and substance reasonably satisfactory to Buyer and Seller, reflecting the terms attached hereto as Exhibit E, as such terms may be updated, amended or modified by the mutual written agreement of the Parties prior to the Closing (the “Transition Services Agreement”); (vi) the closing certificate of Seller as provided for in Section 8.02(c); (vii) a duly executed counterpart to the license agreement between Buyer and its applicable Subsidiaries (including for such purpose the Transferred Entities and the JV Entities), on the one hand, and Seller and its applicable Subsidiaries (excluding for such purpose the Transferred Entities and the JV Entities) with respect to (A) the license of Intellectual Property (excluding the license of Intellectual Property in relation to ▇▇▇▇▇▇ Connected Enterprises as defined in the Transition Services Agreement) owned by Seller or its Subsidiaries that is utilized in each of the Business and the Retained Businesses, pursuant to which Seller will agree to grant to Buyer and its Affiliates a non-exclusive, royalty-free, sublicensable, world-wide license to use internally, have used internally, make, or have made such Intellectual Property in the conduct of the business of Buyer, and (B) the license of Intellectual Property acquired by Buyer pursuant to this Agreement as it exists on the Closing Date, pursuant to which Buyer will agree to grant to Seller and its Affiliates a non-exclusive, royalty-free, sublicensable, world-wide license to use internally, have used internally, make, or have made such Intellectual Property existing on the Closing Date in the conduct of the Retained Businesses, in form and substance reasonably satisfactory to Buyer and Seller (the “IP License Agreement”); (viii) a duly executed ▇▇▇▇ of sale, in form and substance reasonably satisfactory to Buyer and Seller (the “▇▇▇▇ of Sale”), from each applicable Asset Seller in respect of its Transferred Assets sold pursuant to this Agreement; (ix) a statement in accordance with the requirements of Treasury Regulations Regulation Section 1.1445-5(b)(3)(ii2(b)(2) stating and (if applicable) Section 1446(f)(2) of the Code from Seller, and from each Equity Seller, Asset Seller and JV Seller that each is a United States person (within the meaning of LDK and BZFSection 7701(a)(30) of the Code), respectively, certifying that such Person is not a “foreign person” as defined in Section 1445 1445(f)(3) of the Code and (if applicable) Section 1446(f) of the Code, duly executed and dated as of the Closing Date; (x) the Section 338(h)(10) Forms, duly executed; (xi) evidence of the release of all Liens, other than Permitted Liens, on the Transferred Interests, the JV Interests and the Transferred Assets; (xii) a duly executed counterpart to each sublease between Buyer and its applicable Subsidiaries (including for such purpose the Transferred Entities and the JV Entities), on the one hand, and Seller and its applicable Subsidiaries (excluding for such purpose the Transferred Entities and the JV Entities) in a form, and containing such terms and conditions as reasonably agreeable to the Parties (collectively, the “Subleases”); (xiii) a duly executed counterpart to each assignment agreement between Buyer and its applicable Subsidiaries (including for such purpose the Transferred Entities and the JV Entities), on the one hand, and Seller and its applicable Subsidiaries (excluding for such purpose the Transferred Entities and the JV Entities) with respect to the assignments of the real property in a form, and containing such terms and conditions as reasonably agreeable to the Parties (collectively, the “Assignment Agreements”); (xiv) a duly executed counterpart to each license agreement between Buyer and its applicable Subsidiaries (including for such purpose the Transferred Entities and the JV Entities), on the one hand, and Seller and its applicable Subsidiaries (excluding for such purpose the Transferred Entities and the JV Entities) with respect to the licenses of the real property in a form, and containing such terms and conditions as reasonably agreeable to the Parties (collectively, the “Real Estate License Agreements”); (xv) duly executed counterpart of any Local Agreement, deeds, bills of sale, endorsements, consents, share transfer agreements or instruments of transfer, assignments and other good and sufficient instruments of conveyance and assignment as the Parties and their respective counsel shall deem reasonable for the assumption of the Assumed Liabilities or the transfer of the Transferred Assets, the Transferred Interests or the JV Interests; (xvi) a certified copy of the resolutions of the board of directors of Seller approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement; and (xvii) any other documents, instruments, or agreements contemplated by this Agreement or as are reasonably necessary to fully consummate the transactions contemplated by this Agreement, in each case in form and substance reasonably acceptable to Buyer and Seller, duly executed, and dated as of the Closing Date. (b) At Subject to the BZF Company Share Acquisition terms and conditions hereof, at the Closing, Buyer shall deliver (or cause to be delivered): (i) unless NASCAR delivers to BZF Seller, the notice described in clause (iii)Cash Consideration, BZF which Buyer shall deliver to NASCAR, by pay via wire transfer of immediately available funds to an account specified in writing or accounts designated by NASCAR or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, the BZF Repayment Amount, Seller; (ii) BZF shall deliver to NASCAR Seller, the Share Consideration; (Aiii) stock certificates evidencing to Seller, a certified copy of the BZF Company Sharesresolutions of the board of directors of Buyer approving the allotment and issue to Seller of the Share Consideration and the registration of the Share Consideration in Buyer’s register of members in the name of Seller; (iv) to Seller, free evidence reasonably satisfactory to Seller that the Share Consideration has been allotted and clear issued to Seller in compliance with section 708A(5) of all Liens the Corporations ▇▇▇ ▇▇▇▇ (other than Liens arising under applicable securities LawsCth) (the “Corporations Act”); (v) to Seller, duly endorsed evidence reasonably satisfactory to Seller that the Share Consideration has been registered in blank or accompanied by stock powers or other instruments Buyer’s register of transfer members in the name of Seller; (vi) to Seller, the CHESS holding statement for the Share Consideration; (vii) to Seller, a duly executed in blankcounterpart to the Transition Services Agreement, with all required share transfer tax stamps affixed theretoeach of the Subleases, the Assignment Agreements and the License Agreements; (Bviii) to Seller, a properly completed certificate reasonably acceptable to NASCAR duly executed assignment and assumption agreement, in form and substance described reasonably satisfactory to Buyer and Seller (the “Assumption Agreement”) from Buyer or each applicable Buyer Designee in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 respect of the Code, and (iii) NASCAR shall deliver to BZF Assumed Liabilities assumed by wire transfer of immediately available funds to an account specified in writing by BZF or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, an amount equal to the Consideration; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered it pursuant to this clause Agreement; (iiiix) to Seller, any deeds, bills of sale, endorsements, consents, share transfer agreements or instruments of transfer, assignments and other good and sufficient instruments of conveyance and assignment as the Parties and their respective counsel shall deem reasonable for the assumption of the Assumed Liabilities or the transfer of the Transferred Assets, the Transferred Interests or the JV Interests; (x) to Seller, evidence of all insurance obtained pursuant to Section 5.12; (xi) to Seller, the closing certificate of Buyer as provided for in Section 8.03(d); (xii) to Seller, a certified copy of the resolutions of the board of directors of Buyer approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement; and (xiii) to Seller, any other documents, instruments, or agreements contemplated by this Agreement or as are reasonably necessary to fully consummate the BZF Repayment Amounttransactions contemplated by this Agreement, in which each case BZF will be deemed in form and substance reasonably acceptable to have delivered Buyer and Seller, duly executed, and dated as of the BZF Repayment Amount to NASCAR for purposes of this AgreementClosing Date.

Closing Deliverables. On the Closing Date: (a) At The Seller shall deliver or cause to be delivered to the Company Share Distribution Closing, Purchaser: (i) a duly executed certificate from the BJF Personal Representatives shall deliver Seller in the form attached hereto as Exhibit D, dated as of the Closing Date, certifying that the conditions set forth in Sections 7.1(f) to LDK 7.1(j) have been satisfied; (ii) certified true copies of all resolutions approved by the shareholders and/or the board of directors of the Company approving, among others: (A) the transactions contemplated by this Agreement (including the sale of Sale Shares to the Purchaser, subject only to being duly stamped) and BZFother Transaction Documents to which the Company is a party, respectivelyand the execution, stock certificates evidencing delivery and performance of this Agreement, the LDK Additional other Transaction Documents and other ancillary documents to which the Company is a party; (B) cancellation of original share certificate issued to the Seller in respect to the Sale Shares and BZF Additional issuance of new share certificate to the Purchaser in respect of the Sale Shares; (C) the lodgement with ACRA of the notice of sale of the Sale Shares and the updating of the electronic register of members of the Company maintained with ACRA as may be required to reflect the Purchaser as the holder of the Sale Shares; (D) the adoption of the Restated Constitution; and (E) appointing the persons nominated by the Purchaser to the board of directors of the Company with effect from the Closing Date; (iii) an instrument of transfer in respect of the Sale Shares duly executed by the Seller in favour of the Purchaser; (iv) original share certificates in respect of the Sale Shares (or statutory declarations and an express indemnity regarding missing share certificates acceptable to the Purchaser, as applicable); (v) a working sheet signed by a director of the Company computing the net asset value per share, a duly completed and executed Form E4A and/or such other document(s) as may be prescribed from time to time by the Stamp Duty Branch of the Inland Revenue Authority of Singapore for the purpose of assessing the stamp duty payable on a transfer of shares; (vi) a scanned copy of the duly executed share certificate indicating the Purchaser is the owner of the Sale Shares, respectivelyprovided that the original of such share certificate shall be delivered to the Purchaser within five (5) Business Days following the Closing Date; (vii) a certified true copy of the Company’s updated register of members reflecting the Purchaser becoming the holder, free and clear the Seller ceasing to be the holder, of the Sale Shares; (viii) a certified true copy of the Company’s updated register of directors reflecting that the persons nominated by the Purchaser have been appointed to the board of directors of the Company; (ix) counterparts of the Sublicense Agreement executed by all parties thereto; (x) counterparts of the Shareholders Agreement (to be dated as of the Closing Date) executed by the Seller and the Company; (xi) a certified true copy of the Restated Constitution that have been duly approved by the Company, which shall reflect the terms of the Shareholders Agreement to the extent applicable to it; and (xii) certified true copies of all Liens resolutions of the board of directors of the Seller approving (A) the execution and delivery of this Agreement and other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed theretoTransaction Documents to which it is a party, and (ii) LDK and BZF, respectively, shall deliver to the BJF Personal Representatives a properly completed certificate reasonably acceptable to the BJF Personal Representatives and in form and substance described in Treasury Regulations Section 1.1445-5(b)(3)(ii) stating that each of LDK and BZF, respectively, is not a “foreign person” as defined in Section 1445 consummation of the Codetransactions contemplated by this Agreement and other Transaction Documents. (b) At The Purchaser shall deliver or cause to be delivered to the BZF Company Share Acquisition Closing, Seller: (i) unless NASCAR delivers counterparts of the Shareholders Agreement (to BZF be dated as of the notice described in clause Closing Date) executed by the Purchaser; and (iiiii) certified true copies of all resolutions of the board of directors of the Purchaser approving (i) the execution and delivery of this Agreement and other Transaction Documents to which it is a party, and (ii) the consummation of the transactions contemplated by this Agreement and other Transaction Documents. (c) Subject to the Purchaser’s receiving of the Closing deliverables from the Seller pursuant to Section 4.2(a), BZF the Purchaser shall deliver pay to NASCARthe Seller the Purchase Price in the following manner: (i) if (x) the Loan (together with any interest accrued thereon in accordance with the Loan Agreement) has been fully repaid in accordance with the Loan Agreement, (y) the Seller Contribution has been fully paid up, and (z) the full amount of the Reimbursable Expenses has been paid, in each case, by the Seller on or before the Closing, the Purchaser shall pay to the Seller on the Closing Date the full amount of the Purchase Price by way of irrevocable wire transfer of USD in immediately available funds to an the following bank account specified designated by the Seller or such other bank account as the Seller may re-designate with reasonable prior notice (in writing by NASCAR or check any event at least three (at the election of NASCAR3) or other manner as agreed between the applicable Parties Business Days prior to the Applicable Closing Date, ) to the BZF Repayment Amount, Purchaser (the “Seller Bank Account”): Bank: Bank Address: Account Name: Account Number: SWIFT: (ii) BZF shall deliver to NASCAR if (Ax) stock certificates evidencing the BZF Company Shares, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (B) a properly completed certificate reasonably acceptable to NASCAR and in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 any portion of the CodeLoan (together with any interest accrued thereon in accordance with the Loan Agreement) has not been fully repaid in accordance with the Loan Agreement, and (iiiy) NASCAR any portion of the Seller Contribution has not been fully paid up, or (z) any portion of the Reimbursable Expenses has not been paid, in each case by the Seller until the Closing, the Purchaser shall deliver pay to BZF the Seller on the Closing Date USD 4,000,000 out of the Purchase Price by way of irrevocable wire transfer of USD in immediately available funds to an account specified in writing the Seller Bank Account, with the balance of USD 2,000,000 out of the Purchase Price to be paid by BZF or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior Purchaser to the Applicable Closing Date, an amount equal Seller by way of irrevocable wire transfer of USD in immediately available funds to the ConsiderationSeller Bank Account within ten (10) Business Days after the latest of (x) the Loan (and any interest accrued thereon) having been fully settled in accordance with the Loan Agreement; provided, however, that NASCAR, upon delivery (y) the Seller Contribution having been fully paid up by the Seller; and (z) the full amount of written notice to BZF not less than one day prior the Reimbursable Expenses having been paid by the Seller to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) by the BZF Repayment Amount, in which case BZF will be deemed to have delivered the BZF Repayment Amount to NASCAR for purposes of this AgreementPurchaser.

Closing Deliverables. (a) At the Company Share Distribution Closing, (i) A notification from each Rating Agency that satisfies the BJF Personal Representatives shall deliver Rating Agency Condition as defined in the Receivables Purchase Agreement with respect to LDK the transactions contemplated by this Agreement, the Merger Agreement, the Purchase Agreements, the Securitization Transfer Agreement, the Securitization Assignment and BZFAssumption, respectivelythe transfer of the membership interest in WFB Funding, stock certificates evidencing and the LDK Additional Company Shares transfer of the Subordinated Note (as defined in the Receivables Purchase Agreement) and BZF Additional Company Sharesany amendments to the Securitization Documents for which the satisfaction of the Rating Agency Condition is required. (ii) An opinion of counsel to Capital One stating that each of the applicable Purchase Agreement and the Securitization Transfer Agreement is a valid and binding obligation of Capital One, respectivelyenforceable against Capital One in accordance with its terms, free and clear that otherwise satisfies the requirement for the delivery of an opinion of counsel pursuant to Section 9.05 of the Receivables Purchase Agreement and Section 8.02 of the Pooling and Servicing Agreement. (iii) A certificate duly executed by the president, treasurer or chief operating officer of Seller, certifying that (i) each of the Purchase Agreements, the Securitization Assignment and Assumption and the Securitization Transfer Agreement complies with Section 9.05 of the Receivables Purchase Agreement and all Liens conditions precedent thereto, Section 8.02 of the Pooling and Servicing Agreement and all conditions precedent thereto, and Section 21 of the Transfer and Administration Agreement and all conditions precedent thereto and (other than Liens arising under ii) each amendment to the Securitization Documents in furtherance of the transactions contemplated by this Agreement, the Purchase Agreements, the Securitization Assignment and Assumption, and the Securitization Transfer Agreement complies with the related amendment provisions of such Securitization Document and all conditions precedent thereto. (iv) An opinion of nationally recognized tax counsel to Seller, in a form that satisfies the requirements for the delivery of: (A) a “Tax Opinion” (as such term is defined in the Pooling and Servicing Agreement) pursuant to Section 9.05 of the Receivables Purchase Agreement, and (B) if required, solely with respect to the applicable securities LawsClass A Notes, a “Tax Opinion” ( as such term is defined in the Second Amended and Restated Master Indenture), together with evidence satisfactory to Synovus, Capital One and their respective counsel that World’s Foremost Bank, as holder of the related Class B, Class C and Class D notes, has waived such opinion with respect to Class B, Class C and Class D notes. (v) Evidence satisfactory to Synovus, Capital One and their respective counsel that WFB Funding Corp. has consented in writing to the assignment by the Seller to Synovus at the Closing and by Synovus to Capital One at the Subsequent Closing of the membership interest in WFB Funding LLC. (vi) Evidence satisfactory to Capital One and Synovus and their counsel that each series of variable funding notes issued by the Trust has been terminated and that such notes no longer remain outstanding; provided that Capital One and Synovus shall have provided the funds necessary for repayment of any such variable funding notes substantially contemporaneously with Closing (which for the avoidance of doubt, shall not affect the Purchase Price). (vii) Evidence satisfactory to Synovus and Capital One that WFB Funding’s operating agreement has been amended and taken effect prior to Closing to render its independent member’s membership interests in WFB Funding non-economic. (viii) Evidence satisfactory to Synovus and Capital One and their respective counsel that WFB Funding will register Synovus at the Closing and Capital One at the Subsequent Closing as the owner of such membership interests in WFB Funding as shall be delivered by Seller to Synovus at the Closing and by Synovus to Capital One at the Subsequent Closing, in each case together with an instrument of assignment duly endorsed in blank or accompanied by stock powers in the name of Synovus or other instruments of transfer duly executed in blankCapital One, with all required share transfer tax stamps affixed theretoas applicable, and (ii) LDK signifying, as applicable, Synovus’ or Capital One’s agreement to be bound by the terms and BZF, respectively, shall deliver to the BJF Personal Representatives a properly completed certificate reasonably acceptable to the BJF Personal Representatives and in form and substance described in Treasury Regulations Section 1.1445-5(b)(3)(ii) stating that each of LDK and BZF, respectively, is not a “foreign person” as defined in Section 1445 conditions of the Codeprovisions of the Amended and Restated Operating Agreement of WFB Funding LLC (as amended in accordance with item (vii) above). (bix) At Certificate(s) evidencing the BZF Company Share Acquisition outstanding capital stock of WFB Funding Corp. shall be delivered by Seller to Synovus at the Closing for delivery by Synovus to Capital One at the Subsequent Closing, (i) unless NASCAR delivers to BZF the notice described in clause (iii), BZF shall deliver to NASCAR, by wire transfer each case together with an instrument of immediately available funds to an account specified in writing by NASCAR or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, the BZF Repayment Amount, (ii) BZF shall deliver to NASCAR (A) stock certificates evidencing the BZF Company Shares, free and clear of all Liens (other than Liens arising under applicable securities Laws), assignment duly endorsed in blank or accompanied in the name of Synovus or Capital One, as applicable. (x) Certificates evidencing all of Seller’s Class B, Class C and Class D Notes of each Series of the Trust’s Notes shall be delivered by stock powers Seller to Synovus at the Closing for delivery by Synovus to Capital One at the Subsequent Closing, in each case together with evidence that the Note Registrar has registered the respective ▇▇▇▇▇▇▇▇▇.▇▇ connection with the sale of Seller’s Class B, Class C and Class D Notes of each Series of the Trust’s Notes, an opinion of nationally recognized counsel to Synovus or other instruments of transfer duly executed in blankCapital One, with all required share transfer tax stamps affixed theretoas applicable, and in the case of the Class D Notes an investment letter, as required under Article IX of each applicable Indenture Supplement, shall be delivered by Synovus with respect to the Closing and by Capital One with respect to the Subsequent Closing. (Bxi) a properly completed certificate reasonably acceptable to NASCAR and in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” A Certificate evidencing the Subordinated Note (as defined in Section 1445 the Receivables Purchase Agreement) executed by WFB Funding in favor of Seller shall be delivered by Seller to Synovus at the Closing for delivery by Synovus to Capital One at the Subsequent Closing, in each case together with an instrument of assignment duly endorsed in blank or in the name of Synovus or Capital One, as applicable. (xii) Written consent of WFB Funding LLC to the transfer of the CodeClass D Notes from Seller to Synovus and from Synovus to Capital One, as required under Article IX of the applicable Indenture Supplement. (xiii) Evidence satisfactory to Synovus, Capital One, and (iii) NASCAR shall deliver their respective counsel that any other condition precedent specified in the Securitization Documents to BZF by wire the transfer of immediately available funds the Securitization Assets (which for the avoidance of doubt, does not include noteholder consent) by Seller to an account specified in writing by BZF or check (Synovus at the election of NASCAR) or other manner as agreed between Closing and by Synovus to Capital One at the applicable Parties prior to the Applicable Subsequent Closing Date, an amount equal to the Consideration; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) by the BZF Repayment Amount, in which case BZF will be deemed to have delivered the BZF Repayment Amount to NASCAR for purposes of this Agreementhas been satisfied.

Closing Deliverables. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing: (a) At the Company Share Distribution Closing, Buyer and Buyer Parent shall deliver (or cause to be delivered): (i) to Seller, by Wire Transfer, an amount equal to the BJF Personal Representatives shall deliver Closing Cash Consideration; (ii) to LDK and BZFSeller, respectivelyevidence of the issuance by Buyer Parent of the Closing Share Consideration to Seller as the beneficial holder; (iii) to Seller, stock certificates evidencing the LDK Additional Company Shares and BZF Additional Company Sharescertificate required to be provided by Buyer pursuant to Section 6.3(c); and (iv) to the applicable counterparties thereto, respectively, free and clear of all Liens each Ancillary Agreement (other than Liens arising under applicable securities Laws)the Employment Agreements) to which Buyer or any of its Affiliates is a party, duly endorsed in blank executed by Buyer or accompanied such Affiliate (as applicable); provided that this Section 1.6(a)(iv) shall not obligate Buyer to deliver (or cause to be delivered) at the Closing any Ancillary Agreement that it or any of its Affiliates executes and delivers simultaneously with the execution and delivery of this Agreement. (b) Seller shall deliver (or cause to be delivered): (i) to Buyer, the certificate required to be provided by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and Seller pursuant to Section 6.2(c); and (ii) LDK and BZF, respectively, shall deliver to the BJF Personal Representatives applicable counterparties thereto, each Ancillary Agreement (other than the Employment Agreements) to which it or any other Seller Party is a properly completed certificate reasonably acceptable party, duly executed by such Seller Party; provided that this Section 1.6(b)(ii) shall not obligate Seller to deliver (or cause to be delivered) at the BJF Personal Representatives Closing any Ancillary Agreement that it or any of its Affiliates executes and delivers simultaneously with the execution and delivery of this Agreement; and (iii) to Buyer, a non-foreign affidavit dated as of the Closing Date, sworn under penalty of perjury and in the form and substance described in required under Treasury Regulations issued pursuant to Section 1.1445-5(b)(3)(ii) 1445 of the Code, stating that each of LDK and BZF, respectively, Seller is not a “foreign person” as defined in Section 1445 of the Code. (b) At the BZF Company Share Acquisition Closing, (i) unless NASCAR delivers to BZF the notice described in clause (iii), BZF shall deliver to NASCAR, by wire transfer of immediately available funds to an account specified in writing by NASCAR or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, the BZF Repayment Amount, (ii) BZF shall deliver to NASCAR (A) stock certificates evidencing the BZF Company Shares, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (B) a properly completed certificate reasonably acceptable to NASCAR and in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 of the Code, and (iii) NASCAR shall deliver to BZF by wire transfer of immediately available funds to an account specified in writing by BZF or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, an amount equal to the Consideration; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) by the BZF Repayment Amount, in which case BZF will be deemed to have delivered the BZF Repayment Amount to NASCAR for purposes of this Agreement.

Closing Deliverables. (a) At the Company Share Distribution Closing, Seller and Buyer, as applicable, agree to deliver (or cause to be delivered) to the other party, in accordance with the terms of this Agreement, the following: 7.1.1. Seller shall deliver a special warranty deed in recordable form, conveying marketable title to the Property from Seller to Buyer, subject only to (i) the BJF Personal Representatives shall deliver to LDK current taxes and BZF, respectively, stock certificates evidencing the LDK Additional Company Shares assessments not yet due and BZF Additional Company Shares, respectively, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed theretopayable, and (ii) LDK any Permitted Encumbrances (the “Deed”), which Deed shall contain a legal description of the Property that matches the current deed vesting title in the Property in Seller (“Vesting Deed”) and BZFthe legal description contained in the Survey (if the Survey provides a modernized legal description, respectively, the legal description shall include both the description contained in the Vesting Deed and the Survey) (the “Legal Description”); 7.1.2. Seller shall deliver to the BJF Personal Representatives a properly completed certificate reasonably vendor’s/owner’s affidavit in a form acceptable to the BJF Personal Representatives and Escrow Agent sufficient to remove all standard non-survey exceptions from the Owner’s Policy; 7.1.3. Seller shall deliver an affidavit in a form and substance described in Treasury Regulations Section 1.1445-5(b)(3)(ii) acceptable to the Escrow Agent stating that each of LDK and BZF, respectively, Seller is not a “foreign person” ”, as defined such term is used in Section §1445 of the Internal Revenue Code.; (b) At the BZF Company Share Acquisition Closing, (i) unless NASCAR delivers to BZF the notice described in clause (iii), BZF 7.1.4. The Escrow Agent shall deliver the Title Policy, which Title Policy shall contain, in Schedule A, the Legal Description; 7.1.5. Seller and ▇▇▇▇▇ shall deliver evidence of their respective capacity and authority for Closing if required by the Escrow Agent; 7.1.6. Seller and ▇▇▇▇▇ shall deliver a closing statement to NASCARbe prepared by the Escrow Agent (the “Closing Statement”) setting forth the Purchase Price and all prorations, by wire transfer of immediately available funds to an account specified in writing by NASCAR or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior adjustments, debits, and credits pursuant to the Applicable Closing Date, the BZF Repayment Amount, (ii) BZF shall deliver to NASCAR (A) stock certificates evidencing the BZF Company Shares, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (B) a properly completed certificate reasonably acceptable to NASCAR and in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 of the Code, and (iii) NASCAR shall deliver to BZF by wire transfer of immediately available funds to an account specified in writing by BZF or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, an amount equal to the Consideration; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) by the BZF Repayment Amount, in which case BZF will be deemed to have delivered the BZF Repayment Amount to NASCAR for purposes terms of this Agreement, including, without limitation, the ▇▇▇▇▇▇▇ Money (the “Net Purchase Price”); 7.1.7. Buyer shall deliver the Net Purchase Price per the Closing Statement; and 7.1.8. All other documents Buyer, Seller or the Escrow Agent reasonably deems necessary or appropriate to complete the transaction contemplated by this Agreement.

Closing Deliverables. (a) At the Company Share Distribution Closing, (i) Seller shall have delivered to Purchaser a certificate signed by either the BJF Personal Representatives CFO or the General Counsel of Seller, dated the date of the Closing Date, certifying that the conditions specified in Section 4.1(a) have been satisfied as of the Closing. (ii) Seller shall deliver have delivered to LDK Purchaser (1) a duly executed General Assignment and BZF, respectively, stock certificates evidencing ▇▇▇▇ of Sale for the LDK Additional Company Shares and BZF Additional Company Shares, respectively, free and clear Purchased Assets in the form of all Liens Exhibit C hereto (the “General Assignment”); (2) assignments of the Transferred IP (other than Liens arising under applicable securities Lawsthe Transferred IP to be assigned via an Assignment and Assumption Agreement described in Section 4.3(a) below) in the forms reflected in Exhibit D hereto (“IP Assignments”), duly endorsed in blank or accompanied by stock powers or ; and (3) such other instruments of conveyance, assignment and transfer duly executed as shall be required to vest in blank, with all required share transfer tax stamps affixed thereto, Purchaser good and (ii) LDK marketable title and BZF, respectively, shall deliver interest in and to the BJF Personal Representatives a properly completed certificate Purchased Assets (the General Assignment, IP Assignments, the Assignment and Assumption, the Transition Services Agreement and the instruments referred to in clause (iii) being collectively referred to herein as the “Collateral Agreements”). (iii) Seller shall have delivered one or more assignments in form reasonably acceptable to Purchaser and Seller to record the BJF Personal Representatives transfer of the Registered IP included in the Purchased Assets to Purchaser in each place in which the applicable Trademark, Copyright or Domain Name is registered (“Registered IP Filings”); and all of Seller’s and its Affiliates’ rights in form and substance described in Treasury Regulations Section 1.1445-5(b)(3)(iiunder the Transferred Agreements. (iv) stating Seller shall have delivered to Purchaser all necessary forms and certificates complying with applicable Legal Requirements, duly executed and acknowledged by Seller, certifying that each of LDK and BZF, respectively, is not a “foreign person” as defined in the transactions contemplated hereby are exempt from withholding under Section 1445 of the Code. (bv) At Seller shall have delivered to Purchaser those documents referred to in Section 4.3 to which it is a party. (vi) Seller shall have entered into the BZF Company Share Acquisition ClosingHulu New Agreements with Hulu, LLC in a form reasonably satisfactory to Purchaser. (ivii) unless NASCAR delivers Seller shall have entered into the Cherry ▇▇▇▇ ▇▇▇ Agreement in a form reasonably satisfactory to BZF the notice described in clause Purchaser. (iii), BZF viii) The CW Release shall deliver to NASCAR, by wire transfer of immediately available funds to an account specified in writing by NASCAR or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, the BZF Repayment Amount, (ii) BZF shall deliver to NASCAR (A) stock certificates evidencing the BZF Company Shares, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (B) a properly completed certificate reasonably acceptable to NASCAR and be in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 of the Codereasonably satisfactory to Purchaser and shall have been fully executed and delivered, and shall provide that Purchaser is a third-party beneficiary thereunder and shall have been approved by the Bankruptcy Court. (iiiix) NASCAR Any other Transferred Agreements covering Purchased Assets and assets other than the Purchased Assets shall deliver be amended or other reasonable measures taken as reasonably approved by Purchaser to BZF by wire ensure the transfer of immediately available funds to an account specified in writing by BZF or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior rights and obligations thereunder relate only to the Applicable Closing Date, an amount equal to the Consideration; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) by the BZF Repayment Amount, in which case BZF will be deemed to have delivered the BZF Repayment Amount to NASCAR for purposes of this AgreementPurchased Assets.

Closing Deliverables. (a) At the Company Share Distribution Closing, Seller shall deliver to Buyer the following: (i) the BJF Personal Representatives shall deliver to LDK and BZF, respectively, stock certificates evidencing the LDK Additional Company Shares and BZF Additional Company Shares, respectively, free and clear a bill of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (ii) LDK and BZF, respectively, shall deliver to the BJF Personal Representatives a properly completed certificate reasonably acceptable to the BJF Personal Representatives and sale in form and substance described reasonably acceptable to ▇▇▇▇▇ and Seller (the “Bill of Sale”), duly executed by Seller, transferring the Tangible Personal Property included in the Purchased Assets to Buyer; (ii) an assignment and assumption agreement in form and substance reasonably acceptable to Buyer and Seller (the “Assignment and Assumption Agreement”) effecting the assignment to and assumption by Buyer of the Purchased Assets and the Assumed Liabilities, the Escrow Agreement, and the Transition Services Agreement, each duly executed by Seller; (iii) with respect to the Colonial Lease, an Assignment and Assumption of Lease in form and substance reasonably acceptable to Buyer and Seller (the “Assignment and Assumption of Lease”), duly executed by Seller and, if necessary, Seller’s signature shall be witnessed and/or notarized; (iv) the Seller Closing Certificate; (v) the certificates of the Secretary or Assistant Secretary of Seller required by Section 7.02(e) and Section 7.02(f); (vi) general release and payoff letters, if any, duly executed by or on behalf of the applicable lenders, in connection with the repayment by Seller of any Closing Indebtedness with respect to the Business at the Closing, accompanied by a confirmation of release of any liens (including UCC-3 termination statements for any financing statements encumbering the Purchased Assets) upon the payment of the amount set forth in such payoff letters, in each case in form and substance reasonably acceptable to Buyer, each delivered to Buyer at least three (3) Business Days prior to the Closing; (vii) invoices and payment instructions with respect to the Closing Transaction Expenses from Persons owed any Closing Transaction Expenses (other than directors officers and employees), each delivered to Buyer at least three (3) Business Days prior to the Closing; (viii) all consents, authorizations, orders and approvals from the third parties referred to in Section 3.02(a)(viii) of the Disclosure Letters, in each case, in form and substance reasonably satisfactory to Buyer; (ix) an affidavit from Seller in the form provided pursuant to the Treasury Regulations promulgated under Section 1.1445-5(b)(3)(ii) stating 1445 of the Code that each of LDK and BZF, respectively, Seller is not a “foreign person” as such term is defined in Section 1445 of the Code, or a Form W-9; (x) Employment offer letters executed by the Key Employees, in form and substance satisfactory to Buyer; (xi) Assignment(s) in form and substance reasonably acceptable to Buyer and Seller, duly executed by ▇▇▇▇▇▇, transferring all of Seller’s right, title and interest in and to the Intellectual Property Assets to Buyer; and (xii) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement. (b) At the BZF Company Share Acquisition Closing, Buyer shall deliver to Seller the following: (i) unless NASCAR delivers to BZF the notice described in clause (iii), BZF shall deliver to NASCARClosing Date Payment, by wire transfer of immediately available funds to an account the accounts and in the amounts specified in writing by NASCAR or check (at the election Flow of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, the BZF Repayment Amount, Funds Statement; (ii) BZF the Assignment and Assumption Agreement, the Escrow Agreement, and the Transition Services Agreement, each duly executed by Buyer; (iii) with respect to the Colonial Lease, an Assignment and Assumption of Lease duly executed by ▇▇▇▇▇ and, if necessary, ▇▇▇▇▇’s signature shall deliver to NASCAR be witnessed and/or notarized; (iv) the Buyer Closing Certificate; and (v) the certificates of the Secretary or Assistant Secretary of Buyer required by Section 7.03(e) and Section 7.03(f). (c) At the Closing, Buyer shall also: (i) pay, on behalf of Seller, the following amounts: (A) stock certificates evidencing the BZF Company SharesClosing Indebtedness, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (B) a properly completed certificate reasonably acceptable to NASCAR and in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 of the Code, and (iii) NASCAR shall deliver to BZF by wire transfer of immediately available funds to an account the accounts and in the amounts specified in writing the Flow of Funds Statement; (B) the Closing Transaction Expenses, by BZF or check (at the election wire transfer of NASCAR) or other manner as agreed between the applicable Parties prior immediately available funds to the Applicable Closing Dateaccounts and in the amounts specified in the Flow of Funds Statement; and (C) the Escrow Amount, an amount equal by wire transfer of immediately available funds to the Consideration; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) account designated by the BZF Repayment Amount, in which case BZF will be deemed to have delivered the BZF Repayment Amount to NASCAR for purposes of this AgreementEscrow Agent.

Closing Deliverables. In addition to any other documents to be delivered under the provisions of this Agreement, at the Closing: i. Seller will deliver, or cause to be delivered, as applicable, to Buyer: (a) At the Company Share Distribution ClosingPurchased Assets; (b) a cross-receipt executed by the Seller, acknowledging receipt of the Purchase Price, in a form reasonably acceptable to Buyer; (ic) the BJF Personal Representatives shall deliver duly executed ▇▇▇▇ of Sale Assignment and Assumption Agreement transferring the Purchased Assets to LDK and BZF, respectively, stock certificates evidencing the LDK Additional Company Shares and BZF Additional Company Shares, respectivelyBuyer, free and clear of any and all Liens Encumbrances (other than Liens arising under applicable securities Laws)except Permitted Encumbrances) and assigning all of the Purchased Assets that are intangible personal property as contemplated in Sections 1 and 2, duly endorsed in blank or accompanied executed by stock powers or other instruments of transfer the Seller; (d) duly executed in blank, with Intellectual Property Assignment Agreements assigning all required share transfer tax stamps affixed thereto, and (ii) LDK and BZF, respectively, shall deliver to the BJF Personal Representatives a properly completed certificate reasonably acceptable to the BJF Personal Representatives and in form and substance described in Treasury Regulations Section 1.1445-5(b)(3)(ii) stating that each of LDK and BZF, respectively, is not a “foreign person” as defined in Section 1445 intellectual property of the Code. (b) At the BZF Company Share Acquisition Closing, (i) unless NASCAR delivers Seller to BZF the notice described in clause (iii), BZF shall deliver to NASCAR, by wire transfer of immediately available funds to an account specified in writing by NASCAR or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, the BZF Repayment Amount, (ii) BZF shall deliver to NASCAR (A) stock certificates evidencing the BZF Company SharesBuyer, free and clear of any and all Liens Encumbrances (other than Liens arising under applicable securities Lawsexcept Permitted Encumbrances); (e) all releases, duly endorsed termination statements or satisfactions of all Encumbrances, including the security interest of Bank of America in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed theretoSeller’s assets, and (B) a properly completed certificate payoff letters regarding the same in forms reasonably acceptable to NASCAR Buyer, other than Permitted Encumbrances, with respect to the Purchased Assets; (f) such other deeds, bills of sale, endorsements, assignments, certificates of title, affidavits, indemnity agreements and other good and sufficient instruments of sale, assignment, conveyance and transfer in form and substance satisfactory to Buyer and its counsel, as are required to effectively vest in Buyer good and marketable title in and to all of the Purchased Assets, free and clear of any and all Encumbrances (except Permitted Encumbrances); (g) a duplicate original of a document in form sufficient for filing, amending the Articles of Incorporation of the Seller so as to change the name of the Seller to a name bearing no resemblance to its present name, a complete and correct copy, certified by the Secretary of the Seller, of the resolutions of the Seller’s Board of Directors and Shareholder authorizing and approving 2.1 such change of name and consent and a written consent to the use by the Buyer or any parent or subsidiary or affiliate of the Buyer, or any successor or assignee of any thereof, of the name of the Seller or any variant thereof, and such other documents as may be necessary to effectuate the foregoing in respect of any states in which the Seller is qualified to do business as a foreign corporation; (h) a duly executed employment agreement in form and substance acceptable to the Seller for Trey (the “Employment Agreement”) and a duly executed consulting agreement in form and substance acceptable to the Seller for ▇▇▇; (i) a lease for the property commonly known as ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ (the “Office Property”), in the form of Exhibit B duly executed by LDL of South Carolina, LLC; (j) copies or originals of the written materials described in Treasury Regulations Section 1.1445-2 stating that BZF is not Sections 1(a)(iii) and 1(a)(vii), which may be delivered in electronic form; (k) a “foreign person” as defined in Section 1445 certificate duly executed by an officer of the CodeSeller certifying the accuracy of all of Seller’s representations and warranties and confirming the Seller’s performance of and compliance with all of Seller’s covenants and obligations pursuant to this Agreement as of the Closing Date; (l) a legal opinion of Seller’s counsel dated as of the Closing Date and substantially in the form of Exhibit C attached hereto; (m) good standing certificates for Seller from North Carolina and South Carolina, and (iii) NASCAR shall deliver to BZF by wire transfer dated as of immediately available funds to an account specified in writing by BZF or check (at the election of NASCAR) or other manner as agreed between the applicable Parties a recent date prior to the Applicable Closing Date; (n) evidence of the termination by Seller of all its employees within the sixty (60) days prior to the Closing Date, an amount equal to the Consideration; provided, however, including any related releases for employment contract provisions that NASCAR, upon delivery may survive termination; (o) evidence of written notice to BZF not less than one day full payoffs of all vehicle related loans of Seller prior to the BZF Company Share Acquisition ClosingClosing Date; (p) such other documents or instruments as Buyer reasonably requests to consummate the transactions contemplated by this Agreement; (q) any documents necessary to transfer all bank accounts of Seller used for Seller’s accounts receivable, may elect if transferable, specifically excluding any cash held in such bank accounts; (r) to reduce the amount of Consideration delivered pursuant to this clause (iii) extent such documentation is available from Seller’s insurance providers, evidence that the Insurance Policies shall reasonably and adequately cover Buyer and Seller following the Closing for such product liability or other warranty or any service-related claims normally insured against by persons carrying on the BZF Repayment Amountsame business or businesses as Seller, in which case BZF will be deemed respect of sales prior to have delivered the BZF Repayment Amount to NASCAR for purposes of this Agreement.Closing;

Closing Deliverables. (a) At the Company Share Distribution Closing, Seller shall deliver to Buyer the following: (i) a ▇▇▇▇ of sale, a pro forma of which is attached as Exhibit B hereto (the BJF Personal Representatives shall deliver to LDK “▇▇▇▇ of Sale”) and BZF, respectively, stock certificates evidencing the LDK Additional Company Shares and BZF Additional Company Shares, respectively, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed by Seller, transferring the tangible personal property included in blank, with all required share transfer tax stamps affixed thereto, and the Purchased Assets to Buyer; (ii) LDK an Assignment and BZFAssumption Agreement, respectivelya pro forma of which is attached as Exhibit C hereto (the “Assignment and Assumption Agreement”) clearly listing the revenue contracts and term & condition (T&C) work agreements to be assigned to Buyer, shall deliver consistent with Schedule 2.01(b); (iii) a Partial Assignment and Assumption Agreement, a pro forma of which is attached as Exhibit D hereto (the “Partial Assignment and Assumption Agreement”) clearly listing the revenue contracts and term & condition (T&C) work agreements to the BJF Personal Representatives be partially assigned to Buyer, consistent with Schedule 2.01(b); (iv) A limited consent, a properly completed certificate reasonably acceptable to the BJF Personal Representatives pro forma of which is Exhibit E signed by Seller’s senior lender and in form and substance described in Treasury Regulations Section 1.1445-5(b)(3)(ii) stating that each forms of LDK and BZFUCC-3, respectively, is not a “foreign person” as defined in Section 1445 which will be filed within five days of the CodeClosing, releasing the encumbrances on Purchased Assets which are identified on Schedule 3.02; (v) Software license transfer documentation for all software that has been used by the Business including but not limited to a Microsoft Volume License transfer and any other transfer documentation required by software vendors for the software on the computers, laptops and desktops to be conveyed; (vi) Assignments and Partial assignments of the Equipment and Auto Leases identified on Schedule 2.03(d); (vii) Complete inventory for all IT related Purchased Assets (including serial numbers for leased assets and including serial numbers if reasonably available for owned assets); (viii) the Seller Closing Certificate; (ix) Landlord Consents for the Leases identified on Schedule 2.03 (c); (x) Transition Services Agreement, substantially in the form of Exhibit F; and (xi) Executed vehicle titles. (b) At the BZF Company Share Acquisition Closing, Buyer shall deliver to Seller the following: Asset Purchase Agreement 7/15/13 (i) unless NASCAR delivers to BZF the notice described Purchase Price cash payment due in clause (iii), BZF shall deliver to NASCAR, by wire transfer of immediately available funds to an account specified in writing by NASCAR or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, the BZF Repayment Amount, accordance with Section 2.05; (ii) BZF shall deliver to NASCAR The Promissory Note and Guaranty (in the form attached as Exhibit A) stock certificates evidencing the BZF Company Shares, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed due in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, accordance with all required share transfer tax stamps affixed thereto, and (B) a properly completed certificate reasonably acceptable to NASCAR and in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 of the Code, and 2.05; (iii) NASCAR shall deliver to BZF by wire transfer of immediately available funds to an account specified Counter-signatures on the agreements listed above in writing by BZF or check 3.02 (at the election of NASCARa)(i) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, an amount equal to the Consideration; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (ii) (iii) by and (vi); (iv) the BZF Repayment AmountBuyer Closing Certificate; and (v) Transition Services Agreement, substantially in which case BZF will be deemed to have delivered the BZF Repayment Amount to NASCAR for purposes form of this Agreement.Exhibit F.

Closing Deliverables. (a) At the Company Share Distribution Closing, the Buyer will make the payments specified in Section 1.3 and will deliver, or cause to be delivered, to the Seller, as applicable: (i) the BJF Personal Representatives shall deliver to LDK and BZF, respectively, stock certificates evidencing the LDK Additional Company Shares and BZF Additional Company Shares, respectively, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and officer’s certificate contemplated by Section 6.3(c); (ii) LDK and BZF, respectively, shall deliver to the BJF Personal Representatives a properly completed certificate reasonably acceptable to the BJF Personal Representatives and in form and substance described in Treasury Regulations Section 1.1445-5(b)(3)(ii) stating that each of LDK and BZF, respectively, is not a “foreign person” as defined in Section 1445 counterpart of the CodeRegistration Rights Agreement duly executed by the Buyer Parent; (iii) the duly executed Seller’s Note; (iv) such other documents and instruments as may be required by any other provision of this Agreement or as may reasonably be required to consummate the transactions contemplated hereby. (b) At the BZF Company Share Acquisition Closing, the Seller will deliver, or cause to be delivered, to the Buyer: (i) unless NASCAR delivers to BZF the notice described in clause (iii), BZF shall deliver to NASCAR, by wire transfer of immediately available funds to an account specified in writing by NASCAR or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, the BZF Repayment Amount, (ii) BZF shall deliver to NASCAR (A) a duly executed stock certificates certificate evidencing the BZF Company Shares, free and clear of all Liens Liens, accompanied by a duly executed stock power transferring the shares to Buyer; (other than Liens arising under applicable securities Lawsii) the duly executed certificates contemplated by Section 6.2(d); (iii) a counterpart of the Registration Rights Agreement duly executed by the Seller; (iv) duly executed resignation letters from the individuals listed on Section 1.6(b)(iv) of the Seller Disclosure Letter from their positions as directors or officers of any Acquired Entity; (v) a notice to the Internal Revenue Service (the “IRS”), duly endorsed in blank or accompanied by stock powers or other instruments accordance with the requirements of transfer Treasury Regulations Section 1.897-2(h)(2), in substantially the form attached as Exhibit B, dated as of the Closing Date and duly executed in blankby the Company (the “IRS Notice”), together with all required share transfer tax stamps affixed theretowritten authorization for Buyer to deliver such IRS Notice form to the IRS on behalf of the Company after the Closing, and a FIRPTA Notification Letter, in substantially the form attached as Exhibit C, dated as of the Closing Date and duly executed by the Company; (Bvi) a properly completed certificate reasonably acceptable to NASCAR duly executed Employment Agreement and confidentiality and non-disclosure agreement executed by ▇▇▇▇▇ ▇▇▇▇▇▇ with the Company in a form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 of the Code, and (iii) NASCAR shall deliver to BZF by wire transfer of immediately available funds to an account specified in writing by BZF or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, an amount equal to the Consideration; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) approved by the BZF Repayment AmountBuyer; (vii) the Lease Estoppels, in which case BZF will if not previously delivered by Seller to Buyer; and (viii) such other documents and instruments as may be deemed to have delivered the BZF Repayment Amount to NASCAR for purposes required by any other provision of this AgreementAgreement or as may reasonably be required to consummate the transactions contemplated hereby.

Closing Deliverables. (a) At the Company Share Distribution Closing, the Company shall deliver to Buyer the following: (i) the BJF Personal Representatives shall deliver to LDK and BZF, respectively, stock certificates evidencing the LDK Additional Company Shares and BZF Additional Company Shares, respectively, free and clear a b▇▇▇ of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (ii) LDK and BZF, respectively, shall deliver to the BJF Personal Representatives a properly completed certificate reasonably acceptable to the BJF Personal Representatives and sale in form and substance described reasonably acceptable to Buyer (the “B▇▇▇ of Sale”) and duly executed by the Company, transferring the tangible personal property included in the Purchased Assets to Buyer; (ii) an assignment and assumption agreement in form and substance reasonably acceptable to Buyer (the “Assignment and Assumption Agreement”) and duly executed by the Company, effecting the assignment to, and assumption by, Buyer of the Assigned Contracts and other intangible assets included in the Purchased Assets (other than the Purchased IP) and the Assumed Liabilities; (iii) [***]; (iv) an assignment and assumption agreement in form and substance reasonably acceptable to Buyer (the “Intellectual Property Assignment”) and duly executed by the Company, transferring the Company’s right, title and interest in and to the Purchased IP to Buyer; (v) the Patent License Agreement, dated March [__], 2018, by and between Buyer and the Company ( the “License Agreement”) and duly executed by the Company; (vi) sublicense agreements in form and substance reasonably acceptable to Buyer and duly executed by the Company, sublicensing patent rights and other rights pursuant to: (i) that certain License Agreement, dated November 24, 2015 as amended from time to time, by and among BioTime, Inc., a California corporation, ReCyte Therapeutics, Inc., a California corporation, and the Company to Buyer (such sublicense, the “BioTime and ReCyte Sublicense”); (ii) that certain License Agreement effective as of November 24, 2015, as amended from time to time, by and between ESI and the Company to Buyer (such sublicense, the “ESI Sublicense”); and (iii) that certain Amended and Restated Exclusive Patent License Agreement, dated as of March [●], 2018, between the Company and the Massachusetts Institute of Technology (such sublicense, the “MIT Sublicense” and, together with the BioTime and ReCyte Sublicense and the ESI Sublicense, collectively, the “Sublicenses”); (vii) copies of all consents, approvals, waivers and authorizations referred to in Section 3.02 of the disclosure schedules attached hereto (“Disclosure Schedules”); (viii) a certificate pursuant to Treasury Regulations Section 1.1445-5(b)(3)(ii2(b) stating that each of LDK and BZF, respectively, the Company is not a “foreign person” as defined in person within the meaning of Section 1445 of the CodeInternal Revenue Code duly executed by the Company; (ix) a certificate of the Secretary (or equivalent officer) of the Company certifying as to (A) the resolutions of the board of directors of the Company, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (B) the names and signatures of the officers of the Company authorized to sign this Agreement and the documents to be delivered hereunder; and (x) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement. (b) At the BZF Company Share Acquisition Closing, Buyer shall deliver to the Company the following: (i) unless NASCAR delivers to BZF the notice described in clause (iii), BZF shall deliver to NASCAR, by wire transfer of immediately available funds to an account specified in writing by NASCAR or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, the BZF Repayment Amount, Purchase Price; (ii) BZF shall deliver the Assignment and Assumption Agreement duly executed by Buyer; (iii) [***]; (iv) the B▇▇▇ of Sale duly executed by Buyer; (v) the Intellectual Property Assignment duly executed by Buyer; (vi) License Agreement duly executed by Buyer; (vii) the Sublicenses duly executed by Buyer; (viii) copies of all consents and authorizations referred to NASCAR in Section 4.02 of the Disclosure Schedules; (ix) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Buyer certifying as to (A) stock certificates evidencing the BZF Company Shares, free and clear resolutions of all Liens (other than Liens arising under applicable securities Laws)the board of directors of Buyer, duly endorsed adopted and in blank or accompanied by stock powers or other instruments effect, which authorize the execution, delivery and performance of transfer duly executed in blank, with all required share transfer tax stamps affixed theretothis Agreement and the transactions contemplated hereby, and (B) a properly completed certificate reasonably acceptable the names and signatures of the officers of Buyer authorized to NASCAR sign this Agreement and the documents to be delivered hereunder; and (x) such other customary instruments of transfer, assumption, filings or documents, in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 of the Code, and (iii) NASCAR shall deliver to BZF by wire transfer of immediately available funds to an account specified in writing by BZF or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior reasonably satisfactory to the Applicable Closing DateCompany, an amount equal as may be required to the Consideration; provided, however, that NASCAR, upon delivery of written notice give effect to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) by the BZF Repayment Amount, in which case BZF will be deemed to have delivered the BZF Repayment Amount to NASCAR for purposes of this Agreement.

Closing Deliverables. (a) At On or prior to the Closing, the Company Share Distribution Closingshall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) the BJF Personal Representatives shall deliver to LDK and BZF, respectively, stock certificates evidencing the LDK Additional Company Shares and BZF Additional Company Shares, respectively, free and clear of all Liens (other than Liens arising under applicable securities Laws)this Agreement, duly endorsed in blank or accompanied executed by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and the Company; (ii) LDK legal opinions of Company Counsel and BZFCompany Irish Counsel, respectively, shall deliver to dated as of the BJF Personal Representatives a properly completed certificate reasonably acceptable to the BJF Personal Representatives Closing Date and in form and substance described reasonably satisfactory to the Purchasers, executed by such counsel and addressed to the Purchasers; (iii) the Registration Rights Agreement, duly executed by the Company; (iv) a certificate of the Secretary of the Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Shares, (b) certifying the current versions of the memorandum and articles of association of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company, in Treasury Regulations Section 1.1445-5(b)(3)(iisubstantially the form attached hereto as Exhibit E; (v) stating that each of LDK and BZF, respectively, is not a “foreign person” as defined the Compliance Certificate referred to in Section 1445 5.1(h); (vi) a Lock-Up Agreement, substantially in the form of Exhibit G hereto (the Code.“Lock-Up Agreement”) executed by each person listed on Exhibit H hereto, and each such Lock-Up Agreement shall be in full force and effect on the Closing Date; (b) At On or prior to the BZF Company Share Acquisition Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) unless NASCAR delivers to BZF this Agreement, duly executed by such Purchaser; (ii) its Subscription Amount, in United States dollars and in immediately available funds, in the notice described amount set forth in clause the “Aggregate Purchase Price (iiiSubscription Amount), BZF shall deliver to NASCAR, ” column opposite each Purchaser’s name in the table set forth on Exhibit A by wire transfer of immediately available funds to an account specified in writing by NASCAR or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, the BZF Repayment Amount, (ii) BZF shall deliver to NASCAR (A) stock certificates evidencing the BZF Company Shares, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (B) a properly completed certificate reasonably acceptable to NASCAR and in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 of the Code, and Company; (iii) NASCAR shall deliver to BZF the Registration Rights Agreement, duly executed by wire transfer of immediately available funds to an account specified such Purchaser; (iv) a fully completed and duly executed Selling Shareholder Questionnaire in writing by BZF or check (at the election of NASCAR) or other manner form attached as agreed between the applicable Parties prior Annex B to the Applicable Closing DateRegistration Rights Agreement; and (v) a fully completed and duly executed Accredited Investor Questionnaire, an amount equal satisfactory to the Consideration; providedCompany, howeverand Share Certificate Questionnaire in the forms attached hereto as Exhibits C-1 and C-2, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) by the BZF Repayment Amount, in which case BZF will be deemed to have delivered the BZF Repayment Amount to NASCAR for purposes of this Agreementrespectively.

Closing Deliverables. The Closing shall commence with the parties delivering the following items to the other (a) At the Company Share Distribution Closing, “Closing Deliverables”): (i) the BJF Personal Representatives shall deliver to LDK and BZF, respectively, stock certificates evidencing the LDK Additional Company Shares and BZF Additional Company Shares, respectively, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (ii) LDK and BZF, respectively, Seller shall deliver to the BJF Personal Representatives Buyer: (a) a properly completed certificate reasonably acceptable to the BJF Personal Representatives and Bill of Sale in form and substance described in Treasury Regulations Section 1.1445-5(b)(3)(ii) stating that each of LDK satisfactory to Buyer and BZF, respectively, is not a “foreign person” as defined in Section 1445 of duly executed by Seller transferring the Code.Acquired Assets to Buyer; (b) At the BZF Company Share Acquisition Closing, (i) unless NASCAR delivers to BZF the notice described in clause (iii), BZF shall deliver to NASCAR, by wire transfer of immediately available funds to an account specified in writing by NASCAR or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, the BZF Repayment Amount, (ii) BZF shall deliver to NASCAR (A) stock certificates evidencing the BZF Company Shares, free assignment and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (B) a properly completed certificate reasonably acceptable to NASCAR and assumption agreement in form and substance described satisfactory to ▇▇▇▇▇ and duly executed by ▇▇▇▇▇▇; (c) an assignment of Business Intellectual Property in Treasury Regulations Section 1.1445-2 stating that BZF is not a form and substance satisfactory to ▇▇▇▇▇ and duly executed by ▇▇▇▇▇▇; (d) the Member Service Agreements of each respective Owner and Buyer (each member service agreement referred to as an “foreign person” Member Service Agreement”), duly executed; (e) assignments and consents of those employee and independent contractor contracts with those individuals set forth on Schedule 2.13 in form and substance satisfactory to the Buyer and duly executed by each such individual; (f) an escrow agreement with ▇▇▇▇▇▇ Agent acting as defined in Section 1445 escrow agent ▇▇▇▇▇▇▇▇▇▇, acknowledging receipt of the CodeClosing Cash; (g) the Rollover Agreement duly executed; (h) Payoffs for Republic First Bank UCC File Number 2017051700555 and Susquehanna Commercial Finance, Inc. 2014110704157 (“Payoffs”, and the amounts due, the “Bank Debt”); (iiii) NASCAR An investment representation letter in form and substance satisfactory to ▇▇▇▇▇ and duly executed by each Owner; (j) a Members’ consent of Seller authorizing the transactions contemplated hereunder; and (k) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement. (ii) Buyer and Holdings shall deliver to BZF by wire transfer Seller: (a) countersigned agreements set forth in subsection (i) above that Buyer is a party to; (b) the Short Term Promissory Note, the Promissory Note and Guaranty Agreement; (c) the Holdings Preferred Shares; (d) a Security Agreement granting Seller a security interest in the Acquired Assets; (e) a Manager’s Consent from Buyer authorizing the transactions contemplated hereunder; (f) a Holdings Directors resolutions authorizing the transactions contemplated hereunder; (g) such other customary instruments of immediately available funds to an account specified in writing by BZF transfer, assumption, filings or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, an amount equal to the Consideration; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) by the BZF Repayment Amountdocuments, in which case BZF will form and substance reasonably satisfactory to Seller, as may be deemed required to have delivered the BZF Repayment Amount give effect to NASCAR for purposes of this Agreement.

Closing Deliverables. (a) At the Company Share Distribution Closing, Seller shall deliver to Buyer: (i) a bill of sale and assignment and assumption agreement in the BJF Personal Representatives shall deliver to LDK form of Exhibit B attached hereto (the “Bill of Sale & Assignment and BZF, respectively, stock certificates evidencing the LDK Additional Company Shares Assumption Agreement”) and BZF Additional Company Shares, respectively, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed by Seller, transferring the tangible personal property included in blank, with all required share transfer tax stamps affixed thereto, the Purchased Assets to Buyer and effecting the assignment to and assumption by Buyer of the Purchased Assets and the Assumed Liabilities; (ii) LDK and BZF, respectively, shall deliver to the BJF Personal Representatives a properly completed certificate reasonably acceptable to the BJF Personal Representatives and assignments in form and substance described satisfactory to Buyer (the “Intellectual Property Assignments”) and duly executed by Seller, transferring all of Seller’s right, title and interest in Treasury Regulations Section 1.1445-5(b)(3)(iiand to the Intellectual Property Assets to Buyer; (iii) stating that each a power of LDK attorney in the form of Exhibit C hereto and BZF, respectively, is not duly executed by S▇▇▇▇▇; (iv) the Seller Closing Certificate; (v) a “foreign person” as defined in Section 1445 properly completed and duly executed IRS Form W-9 with respect to Seller; (vi) the certificates of the Code.Secretary or Assistant Secretary of Seller required by Section 6.2(j) and Section 6.2(k); (vii) payoff letters with respect to any Indebtedness for borrowed money outstanding as of the Closing, in each case, on terms and conditions reasonably satisfactory to Buyer; (viii) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement; (ix) evidence, in form and substance reasonably satisfactory to Buyer, that Seller has added Buyer and its Affiliates as additional insureds for a two-year period commencing on the Closing Date on each Insurance Policy covering any Excluded Liability (the “Insurance Policy Amendments”); and (x) a duly executed transition services agreement (the “Transition Services Agreement”) in form and substance reasonably satisfactory to Buyer and attached hereto as Exhibit D. (b) At the BZF Company Share Acquisition Closing, Buyer shall deliver, or shall cause to be delivered, to Seller: (i) unless NASCAR delivers to BZF the notice described in clause (iii), BZF shall deliver to NASCAR, by wire transfer of immediately available funds to the account designated in the Estimated Closing Statement, an account specified amount in writing by NASCAR or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior cash equal to the Applicable Closing Date, the BZF Repayment Amount, Estimated Purchase Price; (ii) BZF shall deliver to NASCAR (A) stock certificates evidencing the BZF Company Shares, free Bill of Sale & Assignment and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer Assumption Agreement duly executed in blank, with all required share transfer tax stamps affixed thereto, and (by B) a properly completed certificate reasonably acceptable to NASCAR and in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 of the Code, and ▇▇▇▇; (iii) NASCAR shall deliver to BZF the Intellectual Property Assignments duly executed by wire transfer B▇▇▇▇; (iv) the Buyer Closing Certificate; (v) the Transition Services Agreement duly executed by B▇▇▇▇; and (vi) the certificates of immediately available funds to an account specified in writing the Secretary or Assistant Secretary of Buyer required by BZF or check (at the election of NASCARSection 6.3(g) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, an amount equal to the Consideration; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) by the BZF Repayment Amount, in which case BZF will be deemed to have delivered the BZF Repayment Amount to NASCAR for purposes of this Agreementand Section 6.3(h).

Closing Deliverables. On the Closing Date: a. Sellers shall deliver to Buyer: (a) At a duly executed copy of an Assignment and Assumption of Leases for each Lease in the Company Share Distribution Closingform attached hereto as Exhibit B (“Assignment and Assumption of Leases”); (b) a FIRPTA Certificate; (c) if applicable, Transfer Tax forms or certifications provided by Buyer as more specifically described in Section 12(a) below; (c) if applicable, a duly executed ▇▇▇▇ of Sale in the form attached hereto as Exhibit C (the “▇▇▇▇ of Sale”); (d) a landlord notice, in the form attached hereto as Exhibit D; (e) a duly executed General Warranty Deed transferring fee simple title to the Fee Simple Property, in substantially in the form of Exhibit H; (f) Estoppel Certificates executed by the landlords under the Leases stating that neither Sellers nor the landlords are in default under the Leases, that the Leases are in full force and effect and have not been modified or supplemented, the term of the Leases, the current monthly rental along with a certification that Sellers have made rental payments for all periods up to and including the Closing Date; (g) the originals, or if for any reason Sellers do not have an original in their possession, copies of all Leases; (h) to the extent in the possession or control of Seller, keys to the Premises; (i) alarm and access codes to the BJF Personal Representatives Premises; (j) a copy of the Sale Order as defined in Section 14(a)(v); and, (k) physical possession of the Premises in broom clean condition, free of (1) all occupants and Persons and (2) all Excluded Assets, which Excluded Assets shall be removed and properly disposed of offsite (i.e., outside of the applicable Premises) at no cost or expense to Buyer. The execution and delivery of the foregoing by Sellers shall be precondition to the obligations of Buyer under this Agreement. b. Buyer shall deliver to LDK and BZF, respectively, stock certificates evidencing the LDK Additional Company Shares and BZF Additional Company Shares, respectively, free and clear of all Liens Sellers: (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer i) a duly executed in blank, with all required share transfer tax stamps affixed thereto, counterpart of each of the Assignment and Assumption of Leases; and (ii) LDK an executed copy of all Transfer Tax forms or certifications as may be required by each state, county or municipality to record the Assignment and BZF, respectively, Assumption of Leases and effectuate the transactions contemplated herein. All documents executed and delivered by Buyer pursuant to this Section 11(b) shall deliver to the BJF Personal Representatives a properly completed certificate reasonably acceptable to the BJF Personal Representatives and be in form and substance described in Treasury Regulations Section 1.1445-5(b)(3)(ii) stating that each of LDK and BZF, respectively, is not a “foreign person” as defined in Section 1445 of the Codereasonably satisfactory to Sellers. (b) At the BZF Company Share Acquisition Closing, (i) unless NASCAR delivers to BZF the notice described in clause (iii), BZF shall deliver to NASCAR, by wire transfer of immediately available funds to an account specified in writing by NASCAR or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, the BZF Repayment Amount, (ii) BZF shall deliver to NASCAR (A) stock certificates evidencing the BZF Company Shares, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (B) a properly completed certificate reasonably acceptable to NASCAR and in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 of the Code, and (iii) NASCAR shall deliver to BZF by wire transfer of immediately available funds to an account specified in writing by BZF or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, an amount equal to the Consideration; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) by the BZF Repayment Amount, in which case BZF will be deemed to have delivered the BZF Repayment Amount to NASCAR for purposes of this Agreement.

Closing Deliverables. The Lenders shall have received the following, each of which shall be originals, “pdfs” or telecopies (afollowed promptly by originals) At unless otherwise specified, each properly executed by a Responsible Officer of the Company Share Distribution ClosingBorrower, each dated the Closing Date (ior, in the case of certificates of governmental officials, a recent date before the Closing Date) the BJF Personal Representatives shall deliver to LDK and BZF, respectively, stock certificates evidencing the LDK Additional Company Shares and BZF Additional Company Shares, respectively, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (ii) LDK and BZF, respectively, shall deliver to the BJF Personal Representatives a properly completed certificate reasonably acceptable to the BJF Personal Representatives and each in form and substance described satisfactory to the Lenders: (i) an executed counterpart of this Agreement; (ii) the Notes executed by the Borrower in Treasury Regulations Section 1.1445-5(b)(3)(ii) stating that each of LDK and BZF, respectively, is not a “foreign person” as defined in Section 1445 favor of the CodeLenders; (iii) evidence satisfactory to the Lenders that all approvals, consents, exemptions, authorizations, notices to or filings with any Governmental Authority or other Person set forth on Schedule 4.3 have been obtained or made by the Borrower or its applicable Subsidiary or Affiliate; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower and each Pledgor as the Lenders may require evidencing the authority of the Borrower and each Pledgor to consummate the transactions contemplated hereby and the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower and each Pledgor is a party or is to be a party; (v) such documents and certifications as the Lenders may reasonably require to evidence that the Borrower and each Pledgor is duly organized or formed; is validly existing and is in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; *** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS EXHIBIT. CONFIDENTIAL PORTIONS OF THIS EXHIBIT ARE DESIGNATED BY [**]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARETLY WITH THE SECURITIES AND EXCHANGE COMMISSION. (bvi) At a certificate signed by a Responsible Officer of the BZF Company Share Acquisition Closing, (i) unless NASCAR delivers to BZF Borrower certifying that the notice described in clause (iii), BZF shall deliver to NASCAR, by wire transfer of immediately available funds to an account conditions specified in writing by NASCAR or check Sections 3.1 and 3.2 have been satisfied; (at vii) certificates attesting to the election Solvency of NASCAR) the Borrower, from the Borrower’s chief financial officer, treasurer, controller, administrator or other manner officer of equivalent responsibility; (viii) such other assurances, certificates, documents, consents and opinions as agreed between the applicable Parties prior to the Applicable Closing Date, the BZF Repayment Amount, Lenders reasonably may require; and (iiix) BZF shall deliver to NASCAR (A) stock certificates evidencing the BZF Company Shares, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly an executed in blank, with all required share transfer tax stamps affixed thereto, and (B) a properly completed certificate reasonably acceptable to NASCAR and in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 copy of the Code, and (iii) NASCAR shall deliver to BZF by wire transfer of immediately available funds to an account specified in writing by BZF or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, an amount equal to the Consideration; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) by the BZF Repayment Amount, in which case BZF will be deemed to have delivered the BZF Repayment Amount to NASCAR for purposes of this Subordination Agreement.

Closing Deliverables. (a) At or prior to the Closing, as applicable, the Company Share Distribution Closing, will deliver (or cause to be delivered) to Parent: (i) evidence reasonably satisfactory to Parent either that (A) any stockholder vote required pursuant to Section 6.6 was solicited in conformity with Section 280G of the BJF Personal Representatives Code and the regulations promulgated thereunder and the requisite stockholder approval was obtained with respect to any payments and benefits that were subject to the stockholder vote or (B) such stockholder approval was not obtained and as a consequence, that the Section 280G Payments waived pursuant to the Parachute Payment Waiver(s) executed in accordance with Section 6.6 and delivered to Parent shall deliver not be made or provided (or shall be returned); (ii) except as otherwise provided in Section 6.10, evidence reasonably satisfactory to LDK Parent that any and BZFall Company Employee Plans intended to include a Code Section 401(k) arrangement (each, respectivelya “401(k) Plan”) have been terminated pursuant to resolution of the applicable governing body (the form and substance of which shall have been subject to review and approval of Parent, stock certificates evidencing which approval shall not be unreasonably withheld, conditioned or delayed), effective as of no later than the LDK Additional Company Shares day immediately preceding the Closing Date; (iii) a duly executed Resignation Letter in the form attached hereto as Exhibit B (the “Resignation Letters”), from each of the officers and BZF Additional Company Shares, respectively, free and clear directors of all Liens each of the Acquired Companies (other than the Affiliated Medical Groups) effective as of the Closing; (iv) a copy of the Company Stockholder Approval and the Company Board Resolutions; (v) (A) executed payoff letters (including Tax Forms) in forms reasonably satisfactory to Parent, in each case dated no more than three (3) Business Days prior to the Closing Date, with respect to all Indebtedness of the Acquired Companies set forth on Section 1.5(a)(v) of the Disclosure Schedule owed to the lender thereof and the amounts payable to such lender providing for (x) the full and final satisfaction of such Indebtedness as of the Closing Date and (y) the termination and release of any Liens arising under applicable securities Lawsrelated thereto (each, a “Payoff Letter”) and (B) an invoice (including Tax Forms) from each advisor or other service provider to Acquired Companies (other than any Employee, director or officer of any of the Acquired Companies), duly endorsed in blank or accompanied by stock powers each case dated no more than three (3) Business Days prior to the Closing Date, with respect to all Transaction Expenses estimated to be due and payable to such advisor or other instruments service provider as of transfer duly executed in blank, with all required share transfer tax stamps affixed theretothe Closing Date, and an acknowledgment from such advisor or other service provider that such Transaction Expenses are the only amounts owed to such advisor or other service provider (iieach, an “Invoice”); (vi) LDK and BZF, respectively, shall deliver to the BJF Personal Representatives a properly completed certificate reasonably acceptable to the BJF Personal Representatives executed statement, in accordance with Treasury Regulation Sections 1.897-2(h) and 1.1445-2(c)(3) and in the form and substance described in Treasury Regulations Section 1.1445-5(b)(3)(ii) stating attached hereto as Exhibit C, certifying that each of LDK and BZF, respectively, the Company is not and has not been a “foreign personUnited States real property holding corporation” (as defined in Section 1445 897(c)(2) of the Code) during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code, together with the required notice to the IRS and written authorization for Parent to deliver such notice and a copy of such statement to the IRS on behalf of the Company upon the Closing (the “FIRPTA Compliance Certificate”); (vii) Joinder Agreements duly executed by Company Stockholders (in each case in the form attached hereto as Exhibit D), and, in each case, the Company, collectively representing, together with the Joinder Agreements delivered by the Key Employees, Critical Employees and the Identified Stockholders on the Agreement Date, at least eighty-five percent (85%) of the outstanding number of shares of the Company Capital Stock (on an as-converted to Company Common Stock basis), and all such Joinder Agreements shall be in full force and effect; (viii) prior to the Closing Date, duly executed and completed Suitability Documentation from the Company Stockholders representing, in the aggregate, at least eighty-five percent (85%) of the outstanding number of shares of Company Capital Stock (on an as-converted to Company Common Stock basis), certifying that each such Company Stockholder is an “accredited investor” (as such term is defined in Rule 501(a) under the Securities Act); (ix) a copy of a duly and properly completed election under Section 83(b) of the Code to be timely filed with the IRS by each Key Employee who is entitled to receive Parent Common Stock that is subject to vesting restrictions in a Joinder Agreement; and (x) a duly executed counterpart to the Escrow Agreement from the Stockholder Representative, in substantially the form attached hereto as Exhibit F (the “Escrow Agreement”). (b) At or prior to the BZF Company Share Acquisition Closing, Parent will deliver (or cause to be delivered) to the Company: (i) unless NASCAR delivers to BZF the notice described in clause (iii), BZF shall deliver to NASCAR, by wire transfer of immediately available funds to an account specified in writing by NASCAR or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior a duly executed counterpart to the Applicable Closing Date, Paying Agent Agreement from Parent and the BZF Repayment Amount, Paying Agent; (ii) BZF shall deliver to NASCAR (A) stock certificates evidencing the BZF Company Shares, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer a duly executed counterpart to the Registration Rights Agreement, in blank, with all required share transfer tax stamps affixed thereto, and the form attached hereto as Exhibit G (B) a properly completed certificate reasonably acceptable to NASCAR and in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a the “foreign person” as defined in Section 1445 of the Code, and Registration Rights Agreement”); and (iii) NASCAR shall deliver to BZF by wire transfer of immediately available funds to an account specified in writing by BZF or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior duly executed counterpart to the Applicable Closing Date, an amount equal to the Consideration; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) by the BZF Repayment Amount, in which case BZF will be deemed to have delivered the BZF Repayment Amount to NASCAR for purposes of this AgreementEscrow Agreement from Parent.

Closing Deliverables. (a) At the Company Share Distribution Closing, Seller shall deliver (or cause to be delivered) to Buyer the following: (i) a certificate signed by an authorized officer of Seller, dated as of the BJF Personal Representatives shall deliver Closing Date, confirming the matters set forth in Sections 8.02(a), (b) and (d); (ii) a counterpart to LDK and BZF, respectively, stock certificates evidencing the LDK Additional Company Shares and BZF Additional Company Shares, respectively, free and clear b▇▇▇ of all Liens sale in the form of Exhibit B hereto (other than Liens arising under applicable securities Lawsthe “B▇▇▇ of Sale”), duly endorsed executed by Seller and/or its applicable Subsidiaries; (iii) a counterpart to the assignment and assumption agreement in blank or accompanied by stock powers or other instruments the form of transfer Exhibit C hereto (the “Assignment and Assumption Agreement”), duly executed in blank, with all by Seller and/or its applicable Subsidiaries; (iv) a non-foreign person affidavit from Seller and/or its applicable Subsidiaries dated as of the Closing Date as required share transfer tax stamps affixed theretoby, and (ii) LDK and BZFsatisfying the requirements of, respectively, shall deliver to the BJF Personal Representatives a properly completed certificate reasonably acceptable to the BJF Personal Representatives and in form and substance described in Treasury Regulations Section 1.1445-5(b)(3)(ii) stating that each of LDK and BZF, respectively, is not a “foreign person” as defined in Section 1445 of the Code; (v) counterparts to all assignments or documents of transfer to effect the assignment of all patents, copyrights, trademarks and internet domain names, and related registrations and applications, comprising Intellectual Property Assets, duly executed by Seller and/or its applicable Subsidiaries, in the forms attached hereto as Exhibit D or the forms that are prepared by Buyer and required for recordation with Governmental Authorities to effect or evidence the assignment of such Intellectual Property Assets to Buyer; (vi) a counterpart to the escrow agreement in the form of Exhibit F hereto (the “Escrow Agreement”), duly executed by Seller and the Escrow Agent; (vii) a duly executed pay-off letter from G▇▇▇▇▇▇▇, in a form reasonably satisfactory to Buyer, certifying that all indebtedness under the Term Loan Agreement with respect to the Joe’s Business owing to the lenders thereunder has been fully paid and that all Encumbrances imposed by or in connection with the Term Loan Agreement upon the Purchased Assets have been released; (viii) a duly executed pay-off letter from CIT, in a form reasonably satisfactory to Buyer, certifying that all indebtedness under the Revolving Credit Agreement with respect to the Joe’s Business owing to the lenders thereunder has been fully paid and that all Encumbrances imposed by or in connection with the Revolving Credit Agreement upon the Purchased Assets have been released; and (ix) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer and Seller, as may be required to give effect to this Agreement. (b) At the BZF Company Share Acquisition Closing, Buyer shall deliver (or cause to be delivered) to Seller or its applicable Subsidiary the following: (i) unless NASCAR delivers an amount in cash equal to BZF the notice described in clause Purchase Price (iiisubject to any withholding rights under Section 2.10), BZF shall deliver to NASCAR, payable by wire transfer of immediately available funds to in accordance with Section 2.05; (ii) a certificate signed by an account specified in writing by NASCAR or check (at authorized officer of Buyer, dated as of the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, confirming the BZF Repayment Amount, matters set forth in Sections 8.03(a) and (iib); (iii) BZF shall deliver a counterpart to NASCAR the B▇▇▇ of Sale duly executed by Buyer; (Aiv) stock certificates evidencing a counterpart to the BZF Company Shares, free Assignment and clear of all Liens Assumption Agreement duly executed by Buyer; (v) a counterpart to the Escrow Agreement duly executed by Buyer; and (vi) such other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other customary instruments of transfer duly executed in blanktransfer, with all required share transfer tax stamps affixed theretoassumption, and (B) a properly completed certificate reasonably acceptable to NASCAR and filings or documents, in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” reasonably satisfactory to Buyer and Seller, as defined in Section 1445 of the Code, and (iii) NASCAR shall deliver may be required to BZF by wire transfer of immediately available funds give effect to an account specified in writing by BZF or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, an amount equal to the Consideration; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) by the BZF Repayment Amount, in which case BZF will be deemed to have delivered the BZF Repayment Amount to NASCAR for purposes of this Agreement.

Closing Deliverables. (a) At the Company Share Distribution Closing, Seller shall deliver to Buyer the following: (i) the BJF Personal Representatives shall deliver to LDK and BZFSeller Note, respectively, stock certificates evidencing duly executed by Seller; (ii) the LDK Additional Company Shares and BZF Additional Company Shares, respectively, free and clear Guaranty Agreement in substantially the form of all Liens Exhibit C hereto (other than Liens arising under applicable securities Lawsthe “Guaranty Agreement”), duly endorsed executed by Seller; (iii) the Seller Note Subordination Agreement in blank substantially the form of Exhibit D hereto, duly executed by Seller; (iv) a ▇▇▇▇ of sale in substantially the form of Exhibit E hereto (the “▇▇▇▇ of Sale”) and duly executed by Seller. transferring the tangible personal property included in the Purchased Assets to Buyer; (v) an assignment and assumption agreement in substantially the form of Exhibit F hereto (the “Assignment and Assumption Agreement”) and duly executed by Seller, effecting the assignment to and assumption by Buyer of the Purchased Assets and the Assumed Liabilities; (vi) intellectual property assignments in substantially the form of Exhibit G hereto (the “Intellectual Property Assignments”) and duly executed by Seller, transferring all of Seller’s right, title and interest in and to the Intellectual Property Assets to Buyer; (vii) with respect to the Lease, an Assignment and Assumption of Lease and Amendment in substantially the form of Exhibit H hereto (the “Assignment and Assumption of Lease”). duly executed by ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Holdings LLC (“Landlord”) and Seller and, if necessary, Seller’s and Landlord’s signature shall be witnessed and/or notarized; (viii) the Seller Closing Certificate in substantially the form of Exhibit I hereto; (ix) the certificates of the Secretary or accompanied Assistant Secretary of Seller required by stock powers or Section 7.02(e) and Section 7.02(f); (x) such other customary instruments of transfer duly executed in blanktransfer, with all required share transfer tax stamps affixed theretoassumption, and (ii) LDK and BZFfilings or documents, respectively, shall deliver to the BJF Personal Representatives a properly completed certificate reasonably acceptable to the BJF Personal Representatives and in form and substance described reasonably satisfactory to Buyer, as may be required to give effect to this Agreement; (xi) the employment agreement between Buyer and Brien in Treasury Regulations Section 1.1445substantially the form of Exhibit J hereto (the “Brien Employment Agreement”), duly executed by Brien; and (xii) the mutually agreed upon non-5(b)(3)(ii) stating that each competition, non-solicitation and non-disparagement agreements between Buyer and Brien and Krinis in substantially the form of LDK Exhibit K hereto (the “Non-Compete Agreements-), duly executed by Brien and BZFKrinis, respectively, is not a “foreign person” as defined in Section 1445 of the Code. (b) At the BZF Company Share Acquisition Closing, . Buyer shall deliver to Seller the following: (i) unless NASCAR delivers the cash portion of the Purchase Price pursuant to BZF the notice described in clause (iii), BZF shall deliver to NASCAR, by wire transfer of immediately available funds to an account specified in writing by NASCAR or check (at the election of NASCARSection 2.05(a) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, the BZF Repayment Amount, above; (ii) BZF shall deliver to NASCAR (A) stock certificates evidencing the BZF Company Shares, free and clear of all Liens (other than Liens arising under applicable securities Laws)Seller Note, duly endorsed in blank or accompanied executed by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (B) a properly completed certificate reasonably acceptable to NASCAR and in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 of the Code, and Buyer; (iii) NASCAR shall deliver to BZF the Guaranty Agreement, duly executed by wire transfer of immediately available funds to an account specified in writing ▇▇▇▇▇▇▇▇ Holding Companies, Inc.; (iv) the Assignment and Assumption Agreement duly executed by BZF or check Buyer; (at the election of NASCARv) or other manner as agreed between the applicable Parties prior with respect to the Applicable Closing DateLease, an amount equal to Assignment and Assumption of Lease duly executed by Buyer; (vi) the ConsiderationBuyer Closing Certificate; (vii) the certificates of the Secretary or Assistant Secretary of Buyer required by Section 7.03(e) and Section 7.03(f); (viii) the Brien Employment Agreement, duly executed by Buyer; providedand (ix) the Non-Compete Agreements, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) duly executed by the BZF Repayment Amount, in which case BZF will be deemed to have delivered the BZF Repayment Amount to NASCAR for purposes of this AgreementBuyer.

Closing Deliverables. (a) At the Company Share Distribution Closing, the Company will deliver or cause to be delivered: (i) to Acquiror, a certificate signed by an officer of the BJF Personal Representatives shall deliver Company, dated as of the Closing Date, certifying that, to LDK the knowledge and BZFbelief of such officer, respectivelythe conditions specified in Section 9.2(a) and Section 9.2(b) have been fulfilled; (ii) to Acquiror, stock certificates evidencing the LDK Additional Company Shares and BZF Additional Company Shares, respectively, free and clear written resignations of all Liens of the directors of the Company (other than Liens arising under applicable securities Lawsany such Persons identified as initial directors of the Surviving Corporation, in accordance with Section 2.6), duly endorsed in blank or accompanied by stock powers or other instruments effective as of transfer the Effective Time; (iii) to Acquiror, the Registration Rights Agreement, duly executed in blankby the Requisite Company Stockholders who have elected to execute the Registration Rights Agreement; and (iv) to Acquiror, with all required share transfer tax stamps affixed the Stockholders Agreement, duly executed by the Company stockholders party thereto, and (ii) LDK and BZF, respectively, shall deliver to the BJF Personal Representatives a properly completed certificate reasonably acceptable to the BJF Personal Representatives and in form and substance described in Treasury Regulations Section 1.1445-5(b)(3)(ii) stating that each of LDK and BZF, respectively, is not a “foreign person” as defined in Section 1445 of the Code. (b) At the BZF Company Share Acquisition Closing, Acquiror will deliver or cause to be delivered: (i) unless NASCAR delivers to BZF the notice described Exchange Agent, the Aggregate Merger Consideration for further distribution to the Company’s stockholders pursuant to Section 3.2; (ii) to the Company, a certificate signed by an officer of Acquiror, dated the Closing Date, certifying that, to the knowledge and belief of such officer, the conditions specified in clause Section 9.3(a) and Section 9.3(b) have been fulfilled; (iii) to the Company, the Registration Rights Agreement, duly executed by duly authorized representatives of Acquiror and the Sponsor; (iv) to the Company, the written resignations of all of the directors and officers of Acquiror and Merger Sub (other than those Persons identified as the initial directors and officers, respectively, of Acquiror after the Effective Time, in accordance with the provisions of Section 2.6 and Section 7.6), BZF effective as of the Effective Time; and (v) to the Company, the Stockholders Agreement, duly executed by duly authorized representatives of Acquiror and the Sponsor. (c) At the Closing, Acquiror shall deliver pay or cause to NASCAR, be paid by wire transfer of immediately available funds funds, (i) all Acquiror Transaction Expenses as set forth on a written statement to an account specified in writing by NASCAR or check be delivered to the Company not less than two (at the election of NASCAR2) or other manner as agreed between the applicable Parties Business Days prior to the Applicable Closing Date and (ii) all accrued and unpaid Company Transaction Expenses as set forth on a written statement to be delivered to Acquiror by or on behalf of the Company not less than two (2) Business Days prior to the Closing Date, the BZF Repayment Amount, in each case of clauses (i) and (ii) BZF shall deliver to NASCAR (A) stock certificates evidencing the BZF Company Shares, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, which shall include the respective amounts and (B) a properly completed certificate reasonably acceptable to NASCAR and in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 of the Code, and (iii) NASCAR shall deliver to BZF by wire transfer of immediately available funds to an account specified in writing by BZF or check (at instructions for the election of NASCAR) or other manner as agreed between payment thereof, together with corresponding invoices for the applicable Parties prior to the Applicable Closing Date, an amount equal to the Considerationforegoing; provided, however, that NASCAR, upon delivery any Company Transaction Expenses due to current or former employees or officers of written notice to BZF not less than one day prior the Company or any of its Subsidiaries shall be paid to the BZF Company Share Acquisition Closing, may elect for further payment to reduce such employee or officer through the amount of Consideration delivered pursuant to this clause (iii) by the BZF Repayment Amount, in which case BZF will be deemed to have delivered the BZF Repayment Amount to NASCAR for purposes of this AgreementCompany’s payroll.

Closing Deliverables. (a) At the Company Share Distribution Closing, , (i) the BJF Personal Representatives Company shall deliver to LDK the other Parties the certificate required to be delivered by the Company pursuant to Section 7.2(c); (ii) the Company shall deliver to the other Parties the A&R LLC Agreement duly executed by the Company, Splitter and BZFBlocker; (iii) the Company shall deliver to CABO the Company RCA duly executed by the Company; (iv) Blocker shall deliver to CABO the Blocker LLC Agreement duly executed by Blocker and Blocker Seller; (v) Splitter, respectivelyBlocker and Blocker Seller shall deliver to CABO the definitive documentation effecting the Restructuring Transactions; (vi) Blocker Seller shall deliver or cause to be delivered to CABO the GTCR RCA duly executed by GTCR Management XII, stock certificates evidencing LLC; (vii) The Company shall deliver to CABO Indemnification Agreement(s) duly executed by the LDK Additional Company Shares and BZF Additional Company Shares, respectively, free and clear Mega Broadband Investments LLC (as guarantor) in favor of all Liens each CABO Manager (other than Liens arising under applicable securities Lawsas defined in the A&R LLC Agreement), duly endorsed in blank or accompanied by stock powers each case in form and substance reasonably satisfactory to CABO and such CABO Managers; (viii) Each of the Company, Splitter, Blocker and Blocker Seller shall have delivered to CABO a certificate of the secretary or other instruments appropriate officer of transfer duly executed in blanksuch entity certifying as to (i) with respect to the Company and Blocker, with all required share transfer tax stamps affixed theretotrue and complete copies of the organizational documents of such entity (after giving effect to the Restructuring Transactions), and (ii) LDK copies of the resolutions duly adopted by its board of directors or managers or similar governing body approving the execution and BZF, respectively, delivery of this Agreement and the other documents contemplated hereby (including with respect to the consummation of the Restructuring Transactions); (ix) CABO shall deliver to the BJF Personal Representatives a properly completed other Parties the certificate reasonably acceptable required to the BJF Personal Representatives and in form and substance described in Treasury Regulations be delivered by CABO pursuant to Section 1.1445-5(b)(3)(ii) stating that each of LDK and BZF, respectively, is not a “foreign person” as defined in Section 1445 of the Code.7.3(c); (bx) At the BZF Company Share Acquisition Closing, (i) unless NASCAR delivers to BZF the notice described in clause (iii), BZF CABO shall deliver to NASCAR, the Company the A&R LLC Agreement duly executed by wire transfer of immediately available funds to an account specified in writing by NASCAR or check CABO; (at the election of NASCARxi) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, the BZF Repayment Amount, (ii) BZF CABO shall deliver to NASCAR (A) stock certificates evidencing Blocker the BZF Company Shares, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer Blocker LLC Agreement duly executed in blank, with all required share transfer tax stamps affixed thereto, and by CABO; (Bxii) a properly completed certificate reasonably acceptable to NASCAR and in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 of the Code, and (iii) NASCAR CABO shall deliver to BZF the Company a joinder to the Registration Rights Agreement, dated as of October 2, 2017, by wire transfer and among the Company and unitholders party thereto, duly executed by CABO; (xiii) CABO shall deliver to the Company the CABO RCA duly executed by CABO; and (xiv) CABO shall have delivered to the Company a certificate of immediately available funds to an account specified in writing by BZF or check (at the election of NASCAR) secretary or other manner appropriate officer certifying as agreed between to copies of the applicable Parties prior to resolutions duly adopted by its board of directors approving the Applicable Closing Date, an amount equal to the Consideration; provided, however, that NASCAR, upon execution and delivery of written notice to BZF not less than one day prior to this Agreement and the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) by the BZF Repayment Amount, in which case BZF will be deemed to have delivered the BZF Repayment Amount to NASCAR for purposes of this Agreementother documents contemplated hereby.

Closing Deliverables. (a) At the Company Share Distribution Closing, Seller shall deliver to Buyer the following: (i) A ▇▇▇▇ of sale in the BJF Personal Representatives shall deliver to LDK and BZF, respectively, stock certificates evidencing form of Exhibit A hereto (the LDK Additional Company Shares and BZF Additional Company Shares, respectively, free and clear “▇▇▇▇ of all Liens (other than Liens arising under applicable securities LawsSale”), duly endorsed executed by Seller, transferring the Tangible Personal Property included in blank the Purchased Assets to Buyer; (ii) An assignment and assumption agreement in the form of Exhibit B hereto (the “Assignment and Assumption Agreement”), duly executed by Seller, effecting the assignment to and assumption by Buyer of the Assigned Contracts and the Assumed Liabilities; (iii) an assignment agreement to assign the Intellectual Property Assets in the form of Exhibit C hereto (the “IP Assignment Agreement”), duly executed by Seller, effecting the assignment to and assumption by Buyer of the Intellectual Property Assets; (iv) originals (or, to the extent originals are not available, copies) of all Assigned Contracts (together with all material amendments, supplements or accompanied modifications thereto) to the extent not otherwise already made available to the Buyer through Seller’s datasite; (v) physical possession of all of the Purchased Assets capable of passing by stock powers or delivery at the location where such Purchased Assets are located with the intent that title in such Purchased Assets shall pass by and upon delivery; (vi) the Seller Closing Certificate; (vii) the FIRPTA Certificate; (viii) a copy of the Sale Order entered by the Bankruptcy Court; (ix) joint instructions to the Escrow Agent to deliver the Deposit to Seller; and (x) all other instruments of transfer duly executed in blanktransfer, with all required share transfer tax stamps affixed theretoassumption, and (ii) LDK and BZFfilings, respectivelyor documents, shall deliver to the BJF Personal Representatives a properly completed certificate reasonably acceptable to the BJF Personal Representatives and requested by Buyer in form and substance described in Treasury Regulations Section 1.1445-5(b)(3)(ii) stating that each of LDK and BZFreasonably satisfactory to Buyer, respectively, is not a “foreign person” as defined in Section 1445 of the Codemay be required to give effect to this Agreement. (b) At the BZF Company Share Acquisition Closing, Buyer shall deliver to Seller the following: (i) unless NASCAR delivers to BZF the notice described in clause (iii), BZF shall deliver to NASCAR, Base Amount minus the Deposit by wire transfer of immediately available funds to an account specified designated in writing by NASCAR or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior Seller to the Applicable Closing Date, the BZF Repayment Amount, Buyer; (ii) BZF shall deliver to NASCAR (A) stock certificates evidencing the BZF Company Shares▇▇▇▇ of Sale, free Assignment and clear of all Liens (other than Liens arising under applicable securities Laws)Assumption Agreement and IP Assignment Agreement, duly endorsed in blank or accompanied by stock powers or other instruments of transfer each case duly executed in blank, with all required share transfer tax stamps affixed thereto, and (B) a properly completed certificate reasonably acceptable to NASCAR and in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 of the Code, and by Buyer; (iii) NASCAR shall deliver to BZF the Buyer Closing Certificate; (iv) the certificate of the duly authorized officer of Buyer required by wire transfer of immediately available funds to an account specified in writing by BZF or check Seller. (at the election of NASCARv) or other manner as agreed between the applicable Parties prior joint instructions to the Applicable Closing Date, an amount equal Escrow Agent to deliver the Consideration; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) by the BZF Repayment Amount, in which case BZF will be deemed to have delivered the BZF Repayment Amount to NASCAR for purposes of this Agreement.Deposit to

Closing Deliverables. (a) At the Company Share Distribution Closing, CNI shall cause Seller to, and the Seller shall, deliver to Buyer the following documents: (i) a certified true copy of the BJF Personal Representatives shall deliver updated register of members of the Company reflecting the transfer of the Subject Shares from Seller to LDK and BZF, respectively, stock certificates evidencing Buyer, (ii) the LDK Additional Company Shares and BZF Additional Company Shares, respectively, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments instrument of transfer duly executed by Seller with Buyer as transferee in blankrespect of the Subject Shares, (iii) if applicable, the original share certificate in respect of the Subject Shares, (iv) a certified true copy of the resolutions of the board of directors of the Company approving the transfer of the Subject Shares from Seller to Buyer, (v) a new share certificate issued to Buyer with all required respect to the Subject Shares, (vi) if applicable, evidence of the cancellation of the existing share certificate in respect of the Subject Shares issued to Seller, (vii) a written confirmation signed by ▇▇. ▇▇▇ with respect to the consummation of the Settlement Agreement, and (viii) a written receipt from SAIC acknowledging the filing of registration papers with respect to the share transfer tax stamps affixed thereto, and (ii) LDK and BZF, respectively, shall deliver to contemplated in the BJF Personal Representatives a properly completed certificate reasonably acceptable to the BJF Personal Representatives and in form and substance described in Treasury Regulations Section 1.1445-5(b)(3)(ii) stating that each of LDK and BZF, respectively, is not a “foreign person” as defined in Section 1445 of the CodeOnshore SPA. (b) At the BZF Company Share Acquisition Closing, the Company shall, and the Founder shall cause the Company to, deliver to Buyer the following documents: (i) unless NASCAR delivers a certified true copy of the resolutions of the board of directors of the Company increasing the board of directors to BZF a three member board and approving the notice described appointment of the person designated by Buyer in clause accordance with the Shareholders’ Agreement to the board of directors of the Company, and (iii)ii) a certified true copy of the register of directors of the Company reflecting the appointment of the person designated by Buyer in accordance with the Shareholders’ Agreement to the board of directors of the Company. (c) At the Closing, BZF Datong Investment shall, and the Founder shall cause Datong Investment to, deliver to NASCAR, Seller a certified copy of the resolutions duly and validly adopted by wire transfer Datong Investment’s shareholders dated as of the date immediately available funds to an account specified in writing by NASCAR or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Dateand acknowledged by the Buyer Designee, the BZF Repayment Amount, (ii) BZF shall deliver authorizing Datong Investment’s distribution of RMB 10,000,000 to NASCAR (A) stock certificates evidencing the BZF Company Shares, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (B) a properly completed certificate reasonably acceptable to NASCAR and in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 of the Code, and (iii) NASCAR shall deliver to BZF by wire transfer of immediately available funds to an account specified in writing by BZF or check (at the election of NASCAR) or other manner as agreed between the applicable Parties Meidiya prior to the Applicable Closing DateDecember 31, an amount equal to the Consideration; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) by the BZF Repayment Amount, in which case BZF will be deemed to have delivered the BZF Repayment Amount to NASCAR for purposes of this Agreement2012.

Closing Deliverables. (a) At On or prior to the Company Share Distribution Closing, Buyer shall have delivered to Seller: (i) the BJF Personal Representatives shall deliver to LDK and BZF, respectively, stock certificates evidencing the LDK Additional Company Shares and BZF Additional Company Shares, respectively, free and clear of all Liens (other than Liens arising under applicable securities Laws)Escrow Agreement, duly endorsed in blank or accompanied executed by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and Buyer; (ii) LDK and BZFthe Restrictive Covenant Agreements, respectively, shall deliver duly executed by Buyer; and (iii) duly executed copies of each Ancillary Document to which Buyer is a party. (b) On or prior to the BJF Personal Representatives a properly completed certificate reasonably acceptable Closing, Seller shall have delivered to Buyer: (i) the BJF Personal Representatives Escrow Agreement, duly executed by Seller; (ii) the PPP Escrow Agreement, duly executed by the Company and the PPP Lender; (iii) resignations effective as of the Closing Date of those officers of the Company as set forth on Schedule 1; (iv) (A) payoff letter(s) with respect to all Indebtedness of the Company required to be repaid at Closing as specified in the Preliminary Closing Statement and (B) invoices with respect to Transaction Expenses required to be repaid at Closing as specified in the Preliminary Closing Statement (collectively, “Payoff Letters”), including any necessary UCC termination statements or other releases, in each case, in form and substance described reasonably satisfactory to Buyer; (v) a certificate of good standing, dated not more than ten days prior to the Closing Date, with respect to the Company, issued by the Secretary of State of the State of California; (vi) IRS Form W-9 of Seller, duly executed by Seller, and a duly executed certificate in a form reasonably satisfactory to Buyer and conforming to the requirements of Treasury Regulations Section Sections 1.1445-5(b)(3)(ii2(b)(2) stating that each of LDK and BZF, respectively, Seller is not a “foreign person” (as defined in under Section 1445 1445(f) of the Code); (vii) the Restrictive Covenant Agreements, duly executed by each of K▇▇▇▇ ▇▇▇▇▇▇, B▇▇▇▇ ▇▇▇▇▇▇▇, and J▇▇▇▇ Hallows; (viii) the amendment to the HQ Lease, duly executed by the Company and KEW Consulting, LLC; (ix) evidence of the assignment and transfer of all of the Company’s preferred and common shares of Titan Insurance, Ltd., a Cayman Islands company, to Seller. (bx) At the BZF Company Share Acquisition Closing, (i) unless NASCAR delivers to BZF the notice described in clause (iii), BZF shall deliver to NASCAR, by wire transfer of immediately available funds to an account specified in writing by NASCAR or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, the BZF Repayment Amount, (ii) BZF shall deliver to NASCAR (A) stock certificates evidencing the BZF Company Shares, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (B) a properly completed certificate reasonably acceptable to NASCAR and invention assignment agreements in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined reasonably acceptable to Buyer, duly executed by the Company and each of the Persons set forth in Section 1445 2.03(b)(x) of the Code, and Disclosure Schedule; (iiixi) NASCAR shall deliver all third party consents set forth on Schedule 2; and (xii) evidence satisfactory to BZF by wire transfer Buyer that the manager of the Company has validly adopted resolutions to terminate that certain Solcius 401(k) Plan effective no later than the day immediately available funds to an account specified in writing by BZF or check (at preceding the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, an amount equal to the Consideration; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) by the BZF Repayment Amount, in which case BZF will be deemed to have delivered the BZF Repayment Amount to NASCAR for purposes of this Agreement.

Closing Deliverables. (a) At the Company Share Distribution Closing, Seller shall deliver to Buyer the following: (i) a ▇▇▇▇ of sale in the form attached hereto as Exhibit B (the “▇▇▇▇ of Sale”) and duly executed by Seller, transferring the tangible personal property included in the Purchased Assets to Buyer; (ii) an assignment and assumption agreement in the form attached hereto as Exhibit C (the “Assignment and Assumption Agreement”) and duly executed by Seller, effecting the assignment to and assumption by Buyer of the Assumed Contracts, the Purchased Rights and the Business Records and the Assumed Liabilities; (iii) an intellectual property assignment agreement in the form attached hereto as Exhibit D (the “Intellectual Property Assignment Agreement” and, together with this Agreement, the ▇▇▇▇ of Sale, the Assignment and Assumption Agreement, the Transition Services Agreement and the Escrow Agreement, the “Transaction Documents”) and duly executed by Seller, with respect to the assignment to Buyer of all of Seller’s right, title and interest in and to the Purchased Intellectual Property; (iv) the Transition Services Agreement in the form attached hereto as Exhibit E duly executed by Seller; (v) a duly executed Form W-9 indicating Seller is not subject to withholding obligations that would apply to payment of the Purchase Price; (vi) the Escrow Agreement duly executed by Seller; and (vii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Seller (A) attaching (i) a copy of its certificate of incorporation, certified by the Secretary of the State of Delaware, (ii) a certificate, as of the most recent practicable date, of the Secretary of the State of Delaware as to its good standing and (iii) certificates, as of the most recent practicable date, as to its good standing from each foreign jurisdiction in which it is qualified to conduct business as a foreign corporation, and (B) certifying as to (i) the BJF Personal Representatives shall deliver to LDK resolutions of the board of directors and BZFstockholders of Seller (as applicable) duly adopted and in effect, respectivelywhich authorize the execution, stock certificates evidencing delivery and performance of this Agreement and the LDK Additional Company Shares and BZF Additional Company Shares, respectively, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed theretotransactions contemplated hereby, and (ii) LDK the names and BZF, respectively, shall deliver to the BJF Personal Representatives a properly completed certificate reasonably acceptable to the BJF Personal Representatives and in form and substance described in Treasury Regulations Section 1.1445-5(b)(3)(ii) stating that each of LDK and BZF, respectively, is not a “foreign person” as defined in Section 1445 signatures of the Codeofficers of Seller authorized to sign this Agreement and the documents to be delivered hereunder. (b) At the BZF Company Share Acquisition Closing, Buyer shall deliver to Seller the following: (i) unless NASCAR delivers to BZF the notice described in clause Purchase Price, as adjusted by the Inventory Adjustment Amount, less the Escrow Amount; (ii) the Assignment and Assumption Agreement duly executed by Buyer; (iii)) the Transition Services Agreement duly executed by Buyer; (iv) the Escrow Agreement duly executed by Buyer; and (v) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer (A) attaching (i) a copy of its certificate of incorporation, BZF shall deliver to NASCAR, certified by wire transfer the Secretary of immediately available funds to an account specified in writing by NASCAR or check (at the election State of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, the BZF Repayment AmountDelaware, (ii) BZF shall deliver a certificate, as of the most recent practicable date, of the Secretary of the State of Delaware as to NASCAR its good standing and (Aiii) stock certificates evidencing certificates, as of the BZF Company Sharesmost recent practicable date, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed as to its good standing from each foreign jurisdiction in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed theretowhich it is qualified to conduct business as a foreign corporation, and (B) a properly completed certificate reasonably acceptable certifying as to NASCAR (i) the resolutions of the board of directors of Buyer, duly adopted and in form effect, which authorize the execution, delivery and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 performance of this Agreement and the Codetransactions contemplated hereby, and (iiiii) NASCAR the names and signatures of the officers of Buyer authorized to sign this Agreement and the documents to be delivered hereunder. (c) At the Closing, Buyer shall deliver to BZF by wire transfer of immediately available funds to an account specified in writing by BZF or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior Escrow Amount to the Applicable Closing Date, an amount equal Escrow Agent pursuant to the Consideration; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) by the BZF Repayment Amount, in which case BZF will be deemed to have delivered the BZF Repayment Amount to NASCAR for purposes of this Escrow Agreement.

Closing Deliverables. (a) At the Company Share Distribution Closing, the Buyer shall deliver, or cause to be delivered, to the Seller, as applicable: (i) the BJF Personal Representatives shall deliver Aggregate Consideration to LDK and BZF, respectively, stock certificates evidencing an account or accounts as set forth in the LDK Additional Company Shares and BZF Additional Company Shares, respectively, free and clear Flow of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and Funds Memorandum attached hereto as Exhibit C; (ii) LDK one or more assignment and BZFassumption agreements, respectively, shall deliver to the BJF Personal Representatives a properly completed certificate reasonably acceptable to the BJF Personal Representatives and in form and substance described in Treasury Regulations Section 1.1445-5(b)(3)(ii) stating that each of LDK and BZF, respectively, is not a “foreign person” dated as defined in Section 1445 of the CodeClosing Date and substantially in the form set forth on Exhibit D, duly executed by the Buyer (the “Assignment and Assumption Agreements”); (iii) a trademark assignment agreement, dated as of the Closing Date and substantially in the form set forth on Exhibit E, duly executed by the Buyer (the “Trademark Assignment Agreement”); (iv) a patent assignment agreement, dated as of the Closing Date and substantially in the form set forth on Exhibit F, duly executed by the Buyer (the “Patent Assignment Agreement”); (v) a transition services agreement dated as of the Closing Date and substantially in the form set forth on Exhibit G, duly executed by the Buyer (the “Transition Services Agreement”); (vi) the Distributor Agreement, dated as of the Closing Date and substantially in the form set forth on Exhibit H and duly executed by Anvil International, LLC (the “Distributor Agreement”); (vii) [Reserved]; #93878383v22 (viii) [Reserved]; (ix) a lease agreement for Real Property located in Broussard, Louisiana, dated as of the Closing Date and substantially in the form set forth on Exhibit I, duly executed by the Buyer or its designee (the “Broussard Lease Agreement”); (x) the R&W Policy, duly executed by the Buyer and the insurer(s), in the form set forth on Exhibit A; and (xi) such other bills of sale, documents and instruments as may be required by any other provision of this Agreement or as may reasonably be required to consummate the transactions contemplated hereby. (b) At the BZF Company Share Acquisition Closing, the Seller shall deliver, or cause to be delivered, to the Buyer: (i) unless NASCAR delivers to BZF (A) the notice described Assignment and Assumption Agreements, (B) the Trademark Assignment Agreement, (C) the Patent Assignment Agreement, (D) a quitclaim deed in clause (iii), BZF shall deliver to NASCAR, by wire transfer of immediately available funds to an account specified in writing by NASCAR or check (at the election of NASCAR) or other manner form attached hereto as agreed between the applicable Parties prior Exhibit J with respect to the Applicable Closing DateOwned Real Property, each of (A) through (D) duly executed by the BZF Repayment Amount, Seller (the “Seller Transfer Documents”); (ii) BZF shall deliver to NASCAR (A) stock certificates evidencing the BZF Company Shares, free and clear of all Liens (other than Liens arising under applicable securities Laws)Transition Services Agreement, duly endorsed in blank or accompanied executed by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (B) a properly completed certificate reasonably acceptable to NASCAR and in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 of the Code, and Seller; (iii) NASCAR shall deliver to BZF by wire transfer of immediately available funds to an account specified in writing by BZF or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing DateDistributor Agreement, an amount equal to the Consideration; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) duly executed by the BZF Repayment AmountSeller; (iv) the Broussard Lease Agreement, in which case BZF will duly executed by the Seller; (v) an Internal Revenue Service Form W-9 from the Seller; and (vi) such other bills of sale, documents and instruments as may be deemed to have delivered the BZF Repayment Amount to NASCAR for purposes required by any other provision of this AgreementAgreement or as may reasonably be required to consummate the transactions contemplated hereby.

Closing Deliverables. (a) At the Company Share Distribution Closing, Sellers shall deliver to Buyer the following: (i) the BJF Personal Representatives shall deliver to LDK and BZF, respectively, stock certificates evidencing the LDK Additional Company Shares and BZF Additional Company Shares, respectively, free and clear a ▇▇▇▇ of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (ii) LDK and BZF, respectively, shall deliver to the BJF Personal Representatives a properly completed certificate reasonably acceptable to the BJF Personal Representatives and sale in form and substance described satisfactory to Buyer (the "▇▇▇▇ of Sale") and duly executed by Sellers, transferring the tangible personal property included in Treasury Regulations Section 1.1445-5(b)(3)(iithe Purchased Assets to Buyer; (ii) stating that each of LDK an assignment and BZFassumption agreement in form and substance satisfactory to Buyer (the "Assignment and Assumption Agreement") and duly executed by Sellers, respectively, is not a “foreign person” as defined in Section 1445 effecting the assignment to and assumption by Buyer of the CodePurchased Assets and the Assumed Liabilities; (iii) an assignment in the form and substance satisfactory to Buyer (the "Intellectual Property Assignments") and duly executed by Sellers, transferring all of Sellers' right, title and interest in and to the Intellectual Property Assets to Buyer; (iv) with respect to the Lease, a Sublease in the form and substance satisfactory to Sellers and Buyer (a "Sublease") and duly executed by Sellers; (v) employment agreements for ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇, in the form and substance satisfactory to Sellers and Buyer (the "Employment Agreements") duly executed by such individuals, for employment with Buyer after Closing; (vi) the Sellers Closing Certificate; (vii) the certificates of the Secretary or Assistant Secretary of Sellers required by Section 7.02(k) and Section 7.02(l); and (viii) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement. (b) At the BZF Company Share Acquisition Closing, Buyer shall deliver to Sellers the following: (i) unless NASCAR delivers to BZF the notice described in clause (iii), BZF shall deliver to NASCAR, by wire transfer of immediately available funds to an account specified in writing by NASCAR or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, the BZF Repayment Amount, Purchase Price; (ii) BZF shall deliver to NASCAR the Restricted Stock; (Aiii) stock certificates evidencing the BZF Company Shares, free Assignment and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer Assumption Agreement duly executed by Buyer; (iv) with respect to the Lease, a Sublease in blank, with all required share transfer tax stamps affixed thereto, and (B) a properly completed certificate reasonably acceptable to NASCAR and in the form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 of satisfactory to Buyer, duly executed by Buyer; (v) the Code, and Employment Agreements duly executed by Buyer; (iiivi) NASCAR shall deliver to BZF by wire transfer of immediately available funds to an account specified in writing by BZF or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Buyer Closing Date, an amount equal to the Consideration; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) by the BZF Repayment Amount, in which case BZF will be deemed to have delivered the BZF Repayment Amount to NASCAR for purposes of this Agreement.Certificate;

Closing Deliverables. (a) At the Company Share Distribution Closing, Seller shall deliver to Buyer: (i) a certificate of a duly authorized officer of Seller, dated as of the BJF Personal Representatives shall deliver Closing Date, in form and substance satisfactory to LDK Buyer: (A) attaching and BZFcertifying copies of any resolutions of the Seller Board relating to this Agreement, respectivelythe other Transaction Documents and the Transactions; (B) certifying the name, stock certificates evidencing title and true signature of each officer of Seller executing or authorized to execute this Agreement, the LDK Additional Company Shares Transaction Documents, and BZF Additional Company Sharessuch other documents, respectivelyinstruments and certifications required or contemplated hereby or thereby; (C) attaching and certifying copies of resolutions or written consents of the TeamGlobal Board of Directors and the Seller authorizing the Transactions and (D) attaching and certifying (i) a true, free correct and clear complete copy of all Liens (other than Liens arising under applicable securities Laws)the TeamGlobal Charter Documents, duly endorsed in blank or accompanied certified by stock powers or other instruments the Secretary of transfer duly executed in blank, with all required share transfer tax stamps affixed theretoState of the State of Texas, and (ii) LDK a certificate of good standing and BZF, respectively, shall deliver legal existence of Seller and TeamGlobal issued by the Secretary of State of the State of Texas and dated as of a date no earlier than three Business Days prior to the BJF Personal Representatives Closing Date; (ii) a properly completed certificate reasonably acceptable stock power, substantially in the form attached hereto as Exhibit D (“Stock Power”) duly executed by Seller and referencing the TeamGlobal Common Stock to be sold to Buyer at the Closing by Seller; (iii) evidence of payment by the Seller of all Transaction Expenses (if any), including true and correct copies of all invoices with respect to the BJF Personal Representatives Transaction Expenses (if any); (iv) an IRS Form W-9 completed by Seller; (v) suitable documentation evidencing that control of all bank accounts set forth on Section 2.03(a)(v) of the Seller Disclosure Schedules will be turned over to Buyer effective as of the Closing; (vi) evidence reasonably satisfactory to the Buyer of the release of any Liens on the TeamGlobal Common Stock and in form TeamGlobal assets maintained by U.S. Bank, N.A. and substance described in Treasury Regulations Section 1.1445-5(b)(3)(ii) stating its Affiliates, and release of all obligations and Liabilities under that each certain Note Purchase Agreement dated as of LDK and BZFMarch 12, respectively2019, is not a “foreign person” as amended, between Novume Solutions, Inc., the Guarantors (as defined in Section 1445 the Note Purchase Agreement, U.S. Bank N.A., and Cedarview Capital Management, L.P.) and any related ancillary agreements; (vii) written resignations of each TeamGlobal director other than ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇, effective as of the CodeClosing Date; and (viii) the Stock Pledge Agreement signed by the Seller; (ix) such other documents as Buyer may reasonably request for the purpose of evidencing the accuracy of any of Seller’s representations and warranties or otherwise facilitating the consummation or performance of any of the Transactions. (b) At the BZF Company Share Acquisition Closing, : (i) unless NASCAR delivers to BZF the notice described in clause (iii), BZF Buyer and TeamGlobal shall deliver to NASCARSeller the Cash Purchase Price; (ii) TeamGlobal shall deliver to Seller the Note; (iii) Buyer shall deliver to Seller the Stock Pledge Agreement; (iv) Buyer shall deliver to Seller a certificate of the Secretary of Buyer, by wire transfer dated as of immediately available funds to an account specified in writing by NASCAR or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, the BZF Repayment Amount, (ii) BZF shall deliver to NASCAR (A) stock certificates evidencing the BZF Company Shares, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (B) a properly completed certificate reasonably acceptable to NASCAR and in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 satisfactory to Seller: (A) attaching and certifying copies of any resolutions of the CodeBuyer Managers relating to this Agreement, the other Transaction Documents and the Transactions; (B) certifying the name, title and true signature of each officer of Buyer executing or authorized to execute this Agreement, the Transaction Documents, and such other documents, instruments and certifications required or contemplated hereby or thereby; and (iiiv) NASCAR Buyer and TeamGlobal shall deliver to BZF by wire transfer such other documents as Seller may reasonably request for the purpose of immediately available funds to an account specified in writing by BZF evidencing the accuracy of any of Buyer’s representations and warranties or check (at otherwise facilitating the election consummation or performance of NASCAR) or other manner as agreed between any of the applicable Parties prior to the Applicable Closing Date, an amount equal to the Consideration; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) by the BZF Repayment Amount, in which case BZF will be deemed to have delivered the BZF Repayment Amount to NASCAR for purposes of this AgreementTransactions.

Closing Deliverables. (a) At the Company Share Distribution Closing, the Company will deliver or cause to be delivered to Acquiror: (i) a certificate signed by an officer of the BJF Personal Representatives shall deliver to LDK Company, dated as of the Closing Date, certifying that the conditions specified in Section 8.2(a) and BZF, respectively, stock certificates evidencing the LDK Additional Company Shares and BZF Additional Company Shares, respectively, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and Section 8.2(b) have been fulfilled; (ii) LDK a properly executed certification that shares of Company Common Stock are not “U.S. real property interests” in accordance with the Treasury Regulations under Sections 897 and BZF1445 of the Code, respectively, shall deliver together with a notice to the BJF Personal Representatives a properly completed certificate reasonably acceptable to IRS (which shall be filed by Acquiror with the BJF Personal Representatives and IRS following the Closing) in accordance with the provisions of Section 1.897-2(h)(2) of the Treasury Regulations; (iii) evidence in form and substance described in Treasury Regulations Section 1.1445-5(b)(3)(ii) stating that each of LDK and BZF, respectively, is not a “foreign person” as defined in Section 1445 reasonably acceptable to Acquiror of the Codetermination of the ▇▇▇, the ROFR Agreement, the Voting Agreement and all Side Letters; and (iv) a copy of a release letter duly signed by the Company’s financial advisor with respect to any broker’s, finder’s or similar fees, commissions or expenses that the Merger or the other Transactions give rise to, as well as all other obligations of the Company under its engagement letter with such financial advisor, in form and substance reasonably acceptable to Acquiror. (b) At the BZF Company Share Acquisition Closing, Acquiror will deliver or cause to be delivered to the Company: (i) unless NASCAR delivers a certificate signed by an officer of Acquiror, dated the Closing Date, certifying that the conditions specified in Section 8.3(a) and Section 8.3(b) have been fulfilled; and (ii) copies of the written resignations of all of the directors and officers of Acquiror, effective as of the Effective Time. (c) On the Closing Date, Acquiror shall pay or cause to BZF be paid by wire transfer of immediately available funds (i) all accrued and unpaid Company Transaction Expenses as set forth on a written statement to be delivered to Acquiror by or on behalf of the notice described Company not less than two (2) Business Days prior to the Closing Date, which shall include the respective amounts and wire transfer instructions for the payment thereof and (ii) all accrued and unpaid Acquiror Transaction Expenses. (d) At the Closing, Acquiror shall repay in clause (iii), BZF shall deliver full the outstanding amount due under any loan made by the Sponsor or any of its Affiliates to NASCAR, Acquiror to the payee designated by the Sponsor by wire transfer of immediately available funds to an the account specified in writing by NASCAR or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, the BZF Repayment Amount, (ii) BZF shall deliver to NASCAR (A) stock certificates evidencing the BZF Company Shares, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (B) a properly completed certificate reasonably acceptable to NASCAR and in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 of the Code, and (iii) NASCAR shall deliver to BZF by wire transfer of immediately available funds to an account specified in writing by BZF or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, an amount equal to the Consideration; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) designated by the BZF Repayment Amount, in which case BZF will be deemed to have delivered the BZF Repayment Amount to NASCAR for purposes of this AgreementSponsor.

Closing Deliverables. (a) At the Company Share Distribution Closing, Seller shall deliver to Buyer the following: (i) a ▇▇▇▇ of sale in the BJF Personal Representatives shall deliver form of Exhibit E hereto in form and substance satisfactory to LDK Buyer (the "▇▇▇▇ of Sale") and BZFduly executed by Seller, respectivelytransferring the tangible personal property included in the Purchased Assets to Buyer; (ii) an assignment and assumption agreement in the form of Exhibit F hereto in form and substance satisfactory to Buyer (the "Assignment and Assumption Agreement") and duly executed by Seller, stock certificates evidencing effecting the LDK Additional Company Shares assignment to and BZF Additional Company Shares, respectively, assumption by Buyer of the Purchased Assets and the Assumed Liabilities; (iii) proof in form satisfactory to Buyer that the Purchased Assets are being sold free and clear of all Liens encumbrances; (iv) the Seller Closing Certificate duly executed by Seller; (v) the certificates of Seller required by Section 7.02(g) duly executed by Seller; (vi) an Assignment and Assumption Agreement for the Lease Agreement-Production in the form of Exhibit G ("Assignment and Assumption of Lease-Production"); (vii) an Assignment and Assumption Agreement for the Lease Agreement-Warehouse in the form of Exhibit H ("Assignment and Assumption of Lease-Warehouse"); (viii) the License Agreement executed by Seller; (ix) executed corporate resolutions of the Seller; (x) such other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other customary instruments of transfer duly executed in blanktransfer, with all required share transfer tax stamps affixed theretoassumption, and (ii) LDK and BZFfilings or documents, respectively, shall deliver to the BJF Personal Representatives a properly completed certificate reasonably acceptable to the BJF Personal Representatives and in form and substance described in Treasury Regulations Section 1.1445-5(b)(3)(ii) stating reasonably satisfactory to Buyer, as may be required to give effect to this Agreement, including assignments of intellectual property or other Purchased Assets that each require unique or separate instruments of LDK and BZF, respectively, is not a “foreign person” as defined in Section 1445 of the Codeconveyance. (b) At the BZF Company Share Acquisition Closing, Buyer shall deliver to Seller the following: (i) unless NASCAR delivers The portion of the Purchase Price required to BZF be delivered at the notice described in clause (iii)Closing pursuant to Section 2.06, BZF shall deliver to NASCAR, payable by wire transfer of immediately available funds to an account specified in writing by NASCAR or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior delivered to the Applicable Closing Date, the BZF Repayment Amount, account designated by Seller; (ii) BZF shall deliver to NASCAR (A) stock certificates evidencing the BZF Company Shares, free and clear ▇▇▇▇ of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer Sale duly executed in blank, with all required share transfer tax stamps affixed thereto, and (B) a properly completed certificate reasonably acceptable to NASCAR and in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 of the Code, and by Buyer; (iii) NASCAR shall deliver to BZF the Assignment and Assumption Agreement duly executed by wire transfer Buyer; (iv) the Buyer Closing Certificate duly executed by Buyer; (v) executed company authorizations of immediately available funds to the Buyer; (vi) the License Agreement executed by Buyer; (vii) the Assignment and Assumption of Lease-Production and Assignment and Assumption of Lease-Warehouse, executed by Buyer; (viii) the certificate required by Section 7.03(f); (ix) an account specified in writing by BZF or check (at assumption of the election Pinnacle Obligations, together with a release of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, an amount equal to the Consideration; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) Seller from any further obligation with respect thereto by the BZF Repayment Amount, in which case BZF will be deemed to have delivered lawful holder thereof; and (x) evidence of termination of the BZF Repayment Amount to NASCAR for purposes of this AgreementInterim Finance Documents.

Closing Deliverables. (a) At On the Company Share Distribution ClosingClosing Date, (i) the BJF Personal Representatives shall deliver to LDK and BZF, respectively, stock certificates evidencing the LDK Additional Company Shares and BZF Additional Company Shares, respectively, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (ii) LDK and BZF, respectively, Selling Companies shall deliver to the BJF Personal Representatives a properly completed certificate reasonably acceptable Parent or Newco the following: (i) any documentation required to be delivered pursuant to Section 7.3 above; (ii) each of the Selling Companies shall deliver to the BJF Personal Representatives Parent an officers and in form incumbency certificate, which shall include the following: (a) certified organizational documents and substance described in Treasury Regulations Section 1.1445-5(b)(3)(ii) stating that governing documents for each of LDK and BZF, respectively, is not a “foreign person” as defined in Section 1445 the Selling Companies; (b) resolutions of the Codeboard of directors and equity holders of each of the Selling Companies, and good standing certificates for each of the Selling Companies. (iii) an executed ▇▇▇▇ of sale in the form attached hereto as Exhibit F (“▇▇▇▇ of Sale”); (iv) an executed assumption agreement attached here as Exhibit G (“Assignment and Assumption Agreement”); (v) an executed assignment of intellectual property in the form attached here as Exhibit H (“IP Assignment and Assumption Agreement”); (vi) any deeds or other documentation or instruments required to be delivered under Real Estate Purchase Agreement; (vii) any other conveyance documents required to be executed and delivered by the Parent; (viii) an executed Escrow Agreement; (ix) the Required Consents and Governmental Authorization set forth on Schedule 7.1(c); (x) any Contract Waivers obtained prior to the Closing; (xi) documentation related to the CTC Waiver, if any; (xii) any other executed ancillary documents contemplated under this Agreement; and (xiii) any Security Documents. (b) At On the BZF Company Share Acquisition Closing Date Parent and/or Newco shall deliver to the Selling Companies at Closing, : (i) unless NASCAR delivers any documentation required to BZF be delivered pursuant to Section 7.2 above; (ii) the notice described in clause Estimated Cash Purchase Price less the Escrow Amount; (iii), BZF ) the executed Escrow Agreement; (iv) the executed Assignment and Assumption Agreement; (v) the executed IP Assignment Agreement; (vi) each of the Parent and any Newco shall deliver to NASCARthe Selling Companies an officers and incumbency certificate, by wire transfer which shall include the following: (a) certified organizational documents and governing documents for each of immediately available funds to an account specified in writing by NASCAR or check the Parent and any Newco; (at b) resolutions of the election board of NASCAR) or other manner as agreed between directors of Parent authorizing the applicable Parties prior to the Applicable Closing Date, the BZF Repayment Amount, (ii) BZF shall deliver to NASCAR (A) stock certificates evidencing the BZF Company Shares, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed theretotransactions contemplated hereunder, and (B) a properly completed certificate reasonably acceptable to NASCAR and in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 good standing certificates for each of the Code, Parent and any Newco. (iiivii) NASCAR shall deliver to BZF by wire transfer of immediately available funds to an account specified in writing by BZF or check (at the election of NASCAR) or any other manner as agreed between the applicable Parties prior to the Applicable Closing Date, an amount equal to the Consideration; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) by the BZF Repayment Amount, in which case BZF will be deemed to have delivered the BZF Repayment Amount to NASCAR for purposes of executed ancillary documents contemplated under this Agreement; and (viii) any documentation or instruments required to be delivered under the Real Estate Purchase Agreements.

Closing Deliverables. (a) At or prior to the Company Share Distribution U.S. Closing, the Sellers will deliver (or cause to be delivered) to Buyer: (i) with respect to each Seller, (A) certificate(s) representing all of the BJF Personal Representatives shall deliver Seller’s ODA Stock as of immediately prior to LDK the U.S. Closing or a deed of indemnity in respect of any missing share certificate, and BZF(B) an executed assignment of the Seller’s ODA Stock from such Seller, respectivelyeffective as of the U.S. Closing, stock certificates evidencing in the LDK Additional form attached hereto as Exhibit D, pursuant to which such Seller will sell, assign, transfer and convey all of such Seller’s ODA Stock to Buyer in exchange for the right to receive the consideration specified under this Agreement; (ii) a valid, complete and duly executed IRS Form W-9 from each Seller; (iii) all consents, waivers and approvals of parties necessary to consummate the U.S. Transactions, in a form reasonably acceptable to Buyer, in each case, to any Contract set forth on Section 1.3(a)(iii) of the Acquired Company Shares Disclosure Schedule to which ▇▇▇ is a party; (iv) evidence reasonably satisfactory to Buyer that the Acquired Companies have sent the Notices; (v) evidence reasonably satisfactory to Buyer that ▇▇▇ has terminated the Terminated Agreements to which ▇▇▇ is a party, in a form reasonably acceptable to Buyer, with such termination to be effective at or prior to the U.S. Closing; (vi) evidence satisfactory to Buyer that each Acquired Company 401(k) Plan relating to ▇▇▇ has been terminated effective as of the day immediately prior to the U.S. Closing pursuant to resolutions duly adopted by the ODA Board; (vii) a duly executed resignation letter, in a form reasonably acceptable to Buyer (each, an “ODA Resignation Letter”), from each of the officers of ODA and BZF Additional each member of the ODA Board as of immediately prior to the U.S. Closing and effective, in each case, as of no later than the U.S. Closing; (viii) a certificate, validly executed by the Secretary or comparable representative of ▇▇▇, certifying as to the valid adoption of the ODA Resolutions; (ix) counterparts to the Registration Rights Agreement, duly executed by each Seller; (x) counterparts to the Services Agreement, duly executed by each Acquired Company; (xi) a counterpart to the Employment Agreement, duly executed by ▇▇. ▇▇▇▇▇▇; (xii) a counterpart to the Non-Compete Agreement, duly executed by ▇▇. ▇▇▇▇▇▇; (xiii) a counterpart to the Non-Compete Agreement, duly executed by ▇▇. ▇▇▇▇▇▇▇; (A) executed payoff letters, in forms reasonably satisfactory to Buyer, with respect to all Indebtedness of ODA set forth on Section 1.3(a)(xiv) of the Acquired Company Shares, respectively, free Disclosure Schedule owed to the lender thereof and clear the amounts payable by ODA to such lender providing for (x) the full and final satisfaction of all such Indebtedness as of the U.S. Closing Date and (y) the termination and release of any Liens related thereto; and (B) an invoice from each advisor or other service provider to ODA (other than Liens arising under applicable securities Lawsany Service Provider, director or officer of ODA), duly endorsed in blank or accompanied with respect to all U.S. Closing Third Party Expenses estimated to be due and payable by stock powers ▇▇▇ to such advisor or other instruments service provider as of transfer the U.S. Closing Date, and an acknowledgment from such advisor or other service provider that such U.S. Closing Third Party Expenses are the only amounts owed to such advisor or other service provider by ▇▇▇; (xv) prior to the U.S. Closing Date, duly executed and completed Suitability Documentation from the Sellers, certifying that each Seller is an “accredited investor” (as such term is defined in blankRule 501(a) under the Securities Act); (xvi) a certificate of good standing with respect to ODA and each of its Subsidiaries from the applicable governing body under the laws of the jurisdiction of organization of ODA or such Subsidiary, with all required share transfer tax stamps affixed theretoin each case, and which is dated within ten (ii10) LDK and BZF, respectively, shall deliver calendar days prior to the BJF Personal Representatives a properly completed certificate reasonably acceptable U.S. Closing; and (xvii) the Closing Financial Statements with respect to the BJF Personal Representatives ODA and in form and substance described in Treasury Regulations Section 1.1445-5(b)(3)(ii) stating that each of LDK and BZF, respectively, is not a “foreign person” as defined in Section 1445 of the Codeits Subsidiaries. (b) At the BZF Company Share Acquisition U.S. Closing, Buyer will deliver (or cause to be delivered) to the Sellers: (i) unless NASCAR delivers a certificate, validly executed by the Secretary or comparable representative of ▇▇▇▇▇, certifying as to BZF the notice described in clause valid adoption of the Buyer Resolutions; (ii) a counterpart to the Registration Rights Agreement, duly executed by ▇▇▇▇▇; (iii)) a counterpart to the Services Agreement, BZF shall deliver duly executed by ▇▇▇▇▇; (iv) a counterpart to NASCARthe Employment Agreement, duly executed by wire transfer ▇▇▇▇▇; (v) a counterpart to each of immediately available funds the Non-Compete Agreements, duly executed by ▇▇▇▇▇; and (vi) counterparts to an account specified employee retention letters, substantially in writing the form set forth on Exhibit E and reflecting the terms set forth on Section 1.3(b)(vi) of the Acquired Company Disclosure Schedule, with respect to each of the employees set forth on Section 1.3(b)(vi) of the Acquired Company Disclosure Schedule, in each case, duly executed by NASCAR ▇▇▇▇▇. (c) At or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing DateAustralia Closing, the BZF Repayment AmountSellers will deliver (or cause to be delivered) to Buyer: (i) with respect to each Seller, (ii) BZF shall deliver to NASCAR (A) stock certificates evidencing certificate(s) representing all of the BZF Company Shares, free and clear Seller’s ODA Australia Shares as of all Liens (other than Liens arising under applicable securities Laws), duly endorsed immediately prior to the Australia Closing or a deed of indemnity in blank or accompanied by stock powers or other instruments respect of transfer duly executed in blank, with all required any missing share transfer tax stamps affixed theretocertificate, and (B) an executed assignment of the Seller’s ODA Australia Shares from such Seller, effective as of the Australia Closing, in the form attached hereto as Exhibit D, pursuant to which such Seller will sell, assign, transfer and convey all of such Seller’s ODA Australia Shares to Buyer in exchange for the right to receive the consideration specified under this Agreement; (ii) all consents, waivers and approvals of parties necessary to consummate the Australia Transactions, in a properly completed certificate form reasonably acceptable to NASCAR and Buyer, in form and substance described in Treasury Regulations each case, to any Contract set forth on Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 1.3(a)(iii) of the Code, and Acquired Company Disclosure Schedule to which ODA Australia is a party; (iii) NASCAR shall deliver evidence reasonably satisfactory to BZF by wire transfer of immediately available funds Buyer that ODA Australia has terminated the Terminated Agreements to an account specified which it is a party, in writing by BZF a form reasonably acceptable to Buyer, with such termination to be effective at or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing DateAustralia Closing; (iv) a duly executed resignation letter, in a form reasonably acceptable to Buyer (each, an amount equal “ODA Australia Resignation Letter”), from each of the officers of ODA Australia and each member of the ODA Board as of immediately prior to the ConsiderationAustralia Closing and effective, in each case, as of no later than the Australia Closing; (v) a certificate, validly executed by the Secretary or comparable representative of ODA Australia certifying as to the valid adoption of the ODA Australia Resolutions, as applicable; (vi) a counterpart of an Australian employment agreement, in a form reasonably satisfactory to Buyer, duly executed by each of ODA Australia and each Service Provider to ODA Australia; (vii) a counterpart of a confirmatory deed of intellectual property assignment, in a form reasonably satisfactory to Buyer, duly executed by ODA Australia and each Service Provider to ODA Australia, in favor of ODA Australia; (viii) a certificate of good standing with respect to ODA Australia and each of its Subsidiaries from the applicable governing body under the laws of the jurisdiction of organization of ODA Australia or such Subsidiary, in each case, which is dated within ten (10) calendar days prior to the Australia Closing; provided, howeverthat it is acknowledged and agreed by the Parties that a certificate of good standing with respect to ODA Australia shall be comprised of a Certificate of Registration of a Company issued by the Australian Securities & Investments Commission; (ix) a re-created and ratified copy of the company register of ODA Australia prepared in accordance with the Corporations Act, the Australian Securities and Investments Commission corporate key for ODA Australia, together with evidence that NASCAR, upon delivery of written notice the ODA Australia Board has resolved to BZF not less than one day take all actions required by Buyer prior to the BZF Company Share Acquisition Australia Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) by the BZF Repayment Amountacting reasonably, in which case BZF respect of any change to banking authority or revocation of power of attorney notified by Buyer prior to the Australia Closing, such that those actions are deemed duly effected by ODA Australia on and from the Australia Closing; and (x) the Closing Financial Statements with respect to ODA Australia. (d) At the Australia Closing, Buyer will deliver (or cause to be deemed delivered) to have delivered the BZF Repayment Amount Sellers, counterparts to NASCAR for purposes employee retention letters, substantially in the form set forth on Exhibit E and reflecting the terms set forth on Section 1.3(d) of this Agreementthe Acquired Company Disclosure Schedule, with respect to each of the employees set forth on Section 1.3(d) of the Acquired Company Disclosure Schedule, in each case, duly executed by ▇▇▇▇▇.

Closing Deliverables. (a) At On or prior to the Initial Closing, the Company Share Distribution Closingshall issue, deliver or cause to be delivered to the Purchaser the following (the “Initial Company Deliverables”): (i) the BJF Personal Representatives shall deliver to LDK and BZF, respectively, stock certificates evidencing the LDK Additional Company Shares and BZF Additional Company Shares, respectively, free and clear of all Liens (other than Liens arising under applicable securities Laws)Registration Rights Agreement, duly endorsed in blank or accompanied executed by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and the Company; (ii) LDK and BZFa statement from the Transfer Agent evidencing the issuance of the Initial Closing Shares in the name of the Purchaser by book entry on the stock ledger of the Company (or, respectivelyif the Initial Closing Shares are to be represented in certificated form, shall deliver to a certificate representing the BJF Personal Representatives Initial Closing Shares in the name of the Purchaser as set forth on the Initial Closing Stock Certificate Questionnaire included as Exhibit C-1 hereto (the “Initial Closing Stock Certificate”)); (iii) a properly completed certificate reasonably acceptable to legal opinion of Company Counsel, dated as of the BJF Personal Representatives Initial Closing Date and in form and substance described in Treasury Regulations Section 1.1445-5(b)(3)(iireasonably satisfactory to the Purchaser, executed by such counsel and addressed to the Purchaser; (iv) stating that each the Company shall have filed with Nasdaq a listing of LDK and BZF, respectively, is not a “foreign person” as defined in Section 1445 additional shares form for the listing of the CodeShares; and (v) A good standing certificate, issued by the Secretary of State of the State of Delaware, as of a date within three Business Days of the Initial Closing Date, evidencing the good standing of the Company. (b) At On or prior to the BZF Company Share Acquisition Initial Closing, the Purchaser shall deliver or cause to be delivered to the Company the following (the “Initial Purchaser Deliverables”): (i) unless NASCAR delivers to BZF the notice described Registration Rights Agreement, duly executed by the Purchaser; (ii) its Initial Subscription Amount, in clause (iii)United States dollars and in immediately available funds, BZF shall deliver to NASCAR, in the amount set forth in the “Initial Subscription Amount” column opposite the Purchaser’s name in the table set forth on Annex A by wire transfer of immediately available funds to an account specified the Company; (iii) a fully completed and duly executed Selling Stockholder Questionnaire in writing by NASCAR the form attached as Annex B to the Registration Rights Agreement; and (iv) a fully completed and duly executed Initial Closing Stock Certificate Questionnaire in the form attached hereto as Exhibit B-1 if the Purchaser has requested Initial Closing Stock Certificates. (c) On or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing DateSecond Closing, the BZF Repayment AmountCompany shall issue, deliver or cause to be delivered to the Purchaser the following (the “Second Company Deliverables”): (i) a statement from the Transfer Agent evidencing the issuance of the Second Closing Shares in the name of the Purchaser by book entry on the stock ledger of the Company (or, if the Second Closing Shares are to be represented in certificated form, a certificate representing the Second Closing Shares in the name of the Purchaser as set forth on the Second Closing Stock Certificate Questionnaire included as Exhibit B-2 hereto (the “Second Closing Stock Certificate”)); (ii) BZF shall deliver to NASCAR (A) stock certificates evidencing a legal opinion of Company Counsel, dated as of the BZF Company Shares, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (B) a properly completed certificate reasonably acceptable to NASCAR Second Closing Date and in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 of reasonably satisfactory to the CodePurchaser, executed by such counsel and addressed to the Purchaser; and (iii) NASCAR A good standing certificate, issued by the Secretary of State of the State of Delaware, as of a date within three Business Days of the Second Closing Date, evidencing the good standing of the Company. (d) On or prior to the Second Closing, the Purchaser shall deliver or cause to BZF be delivered to the Company the following (the “Second Purchaser Deliverables”): (i) its Second Subscription Amount, in United States dollars and in immediately available funds, in the amount set forth in the “Second Subscription Amount” column opposite the Purchaser’s name in the table set forth on Annex A by wire transfer of immediately available funds to an account specified in writing by BZF or check the Company; (ii) a correction, if necessary, to any information provided the Company at the election of NASCAR) or other manner as agreed between the applicable Parties prior Initial Closing with respect to the Applicable Closing Date, an amount equal to the Considerationcompleted and duly executed Selling Stockholder Questionnaire; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause and (iii) by a fully completed and duly executed Second Closing Stock Certificate Questionnaire in the BZF Repayment Amount, in which case BZF will be deemed to have delivered form attached hereto as Exhibit B-2 if the BZF Repayment Amount to NASCAR for purposes of this AgreementPurchaser has requested Second Closing Stock Certificates evidencing the Second Closing Shares.

Closing Deliverables. 3.2.1 At the Closing, Seller shall deliver to Buyer the following: (a) At an assignment of contract rights and assumption of certain liabilities related thereto substantially in the Company Share Distribution Closingform of Exhibit A attached hereto (the “Assignment and Assumption Agreement”) and duly executed by Seller; (b) a bill of sale substantially in the form of Exhibit B attached hereto (the “Bill of Sale”) and duly executed by Seller; (c) the Escrow Agreement, duly executed by S▇▇▇▇▇ and the Escrow Agent substantially in the form of Exhibit C attached hereto; (d) intellectual property assignment documents substantially in the form of Exhibit D attached hereto (the “IP Assignment Documents”) and duly executed by Seller; (e) a new facility lease substantially in the form of Exhibit E attached hereto (the “New Facility Lease”) and duly executed by Seller; (f) a non-competition agreement substantially in the form of Exhibit F attached hereto (the “Non-Competition Agreement”) and duly executed by Seller; (g) a certificate of the secretary of Seller, dated as of the Closing Date, as to the continued existence of Seller, and certifying the authorization of the execution, delivery and performance of this Agreement and the Ancillary Agreements, substantially in the form of Exhibit G attached hereto (the “Secretary’s Certificate of Seller”); (h) the Seller Closing Certificate required by Section 7.2.11, substantially in the form of Exhibit H attached hereto; (i) the BJF Personal Representatives shall deliver to LDK certificates required by Section 7.2.12 and BZF, respectively, stock certificates evidencing Section 7.2.13; (j) the LDK Additional Company Shares FIRPTA Certificate required by Section 7.2.14; (k) a transition services agreement substantially in the form of Exhibit I attached hereto (the “Transition Services Agreement”) and BZF Additional Company Shares, respectively, free and clear of all Liens duly executed by Seller; and (l) such other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other customary instruments of transfer duly executed in blankor assumption, with all required share transfer tax stamps affixed theretofilings, and (ii) LDK and BZFor documents, respectively, shall deliver to the BJF Personal Representatives a properly completed certificate reasonably acceptable to the BJF Personal Representatives and in form and substance described in Treasury Regulations Section 1.1445-5(b)(3)(ii) stating that each of LDK reasonably satisfactory to Buyer, as may be required to give effect to the transactions contemplated by this Agreement or the Ancillary Agreements, including but not limited to all Permits, consents and BZF, respectively, is not a “foreign person” as defined in Section 1445 of other documents necessary to consummate the CodeTransaction. (b) 3.2.2 At the BZF Company Share Acquisition Closing, (i) unless NASCAR delivers to BZF the notice described in clause (iii), BZF Buyer shall deliver to NASCARSeller the following: (a) the Purchase Price (minus the Escrow Amount, minus the Estimated Deposit Amount, and minus amounts required to be paid pursuant to Section 3.7 and Section 3.8, and less any other deductions as set forth in this Agreement), by wire transfer of in immediately available funds to an account specified designated in writing by NASCAR or check (at the election of NASCAR) or other manner as agreed between the applicable Parties Seller prior to the Applicable Closing Date; (b) the Assignment and Assumption Agreement, duly executed by B▇▇▇▇; (c) written confirmation that at least sixty percent (60%) of the Employees have accepted offers of employment with B▇▇▇▇ and executed a form of offer letter substantially in the form of Exhibit J attached hereto (collectively, the BZF Repayment Amount, (ii) BZF shall deliver to NASCAR (A) stock certificates evidencing the BZF Company Shares, free and clear of all Liens (other than Liens arising under applicable securities Laws“Offer Letters”), duly endorsed in blank or accompanied by stock powers or other instruments of transfer each duly executed in blankby B▇▇▇▇; (d) written confirmation that all Key Employees have accepted offers of employment with B▇▇▇▇ and executed Offer Letters, with all required share transfer tax stamps affixed thereto, and (B) a properly completed certificate reasonably acceptable to NASCAR and in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 of the Code, and (iii) NASCAR shall deliver to BZF by wire transfer of immediately available funds to an account specified in writing by BZF or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, an amount equal to the Consideration; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) each duly executed by the BZF Repayment AmountBuyer; (e) the Escrow Agreement, duly executed by B▇▇▇▇; (f) the IP Assignment Documents, duly executed by B▇▇▇▇; (g) the New Facility Lease, duly executed by B▇▇▇▇; (h) the Non-Competition Agreement, duly executed by B▇▇▇▇; (i) the Buyer Closing Certificate required by Section 7.3.6, substantially in which case BZF the form of Exhibit K attached hereto; (j) the certificates required by Section 7.3.7 and Section 7.3.8; and (k) the Transition Services Agreement, duly executed by B▇▇▇▇. 3.2.3 The Closing will be deemed to have delivered occurred upon the BZF Repayment Amount to NASCAR for purposes opening of this Agreementbusiness local time in each time zone in which Seller operates on the Closing Date.

Closing Deliverables. (a) At the Company Share Distribution Closing, Seller shall deliver to Buyer the following: (i) a ▇▇▇▇ of sale in the BJF Personal Representatives shall deliver to LDK form of Exhibit A hereto (the "▇▇▇▇ of Sale") and BZF, respectively, stock certificates evidencing the LDK Additional Company Shares and BZF Additional Company Shares, respectively, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blankby Seller, with all required share transfer tax stamps affixed thereto, and transferring the Purchased Assets to Buyer; (ii) LDK an assignment and BZF, respectively, shall deliver to assumption agreement in the BJF Personal Representatives a properly completed certificate reasonably acceptable to the BJF Personal Representatives and form of Exhibit B hereto/in form and substance described satisfactory to Buyer (the "Assignment and Assumption Agreement") and duly executed by Seller, effecting the assignment to and assumption by Buyer of the Purchased Assets; (iii) an assignments in Treasury Regulations Section 1.1445-5(b)(3)(iithe form of Exhibit C hereto (the "Intellectual Property Assignments") stating that each and duly executed by Seller, transferring all of LDK Seller's right, title and BZFinterest in and to the trademark registrations and applications, respectively, is not a “foreign person” copyright registrations and applications and domain name registrations included in the Purchased Assets/Purchased IP (as defined herein)] to Buyer; (iv) copies of all consents, approvals, waivers and authorizations referred to in Section 1445 3.02 of the Code.Disclosure Schedules; (v) tax clearance certificates from the taxing authorities in the jurisdictions that impose taxes on Seller or where Seller has a duty to file tax returns in connection with the transactions contemplated by this Agreement and evidence of the payment in full or other satisfaction of any taxes owed by Seller in those jurisdictions; (vi) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (A) the resolutions of the board of directors of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (B) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents to be delivered hereunder; (vii) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement; and (b) At the BZF Company Share Acquisition Closing, Buyer shall deliver to Seller the following: (i) unless NASCAR delivers to BZF remaining half of the notice described in clause (iii), BZF shall deliver to NASCAR, by wire transfer of immediately available funds to an account specified in writing by NASCAR or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, the BZF Repayment Amount, Purchase Price; (ii) BZF shall deliver the Assignment and Assumption Agreement duly executed by Buyer; and (iii) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Buyer certifying as to NASCAR (A) stock certificates evidencing the BZF Company Shares, free and clear resolutions of all Liens (other than Liens arising under applicable securities Laws)the board of directors of Buyer, duly endorsed adopted and in blank or accompanied by stock powers or other instruments effect, which authorize the execution, delivery and performance of transfer duly executed in blank, with all required share transfer tax stamps affixed theretothis Agreement and the transactions contemplated hereby, and (B) a properly completed certificate reasonably acceptable to NASCAR the names and in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 signatures of the Code, officers of Buyer authorized to sign this Agreement and (iii) NASCAR shall deliver the documents to BZF by wire transfer of immediately available funds to an account specified in writing by BZF or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, an amount equal to the Consideration; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration be delivered pursuant to this clause (iii) by the BZF Repayment Amount, in which case BZF will be deemed to have delivered the BZF Repayment Amount to NASCAR for purposes of this Agreementhereunder.

Closing Deliverables. (a) At the Company Share Distribution Closing, Buyer shall deliver the following: (i) to Seller, the BJF Personal Representatives shall deliver to LDK and BZF, respectively, stock certificates evidencing Purchase Price less the LDK Additional Company Shares and BZF Additional Company Shares, respectively, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (ii) LDK and BZF, respectively, shall deliver to the BJF Personal Representatives a properly completed certificate reasonably acceptable to the BJF Personal Representatives and in form and substance described in Treasury Regulations Section 1.1445-5(b)(3)(ii) stating that each of LDK and BZF, respectively, is not a “foreign person” as defined in Section 1445 of the Code. (b) At the BZF Company Share Acquisition Closing, (i) unless NASCAR delivers to BZF the notice described in clause (iii), BZF shall deliver to NASCARDeposit, by wire transfer of immediately available funds to an account designated by Seller in writing; (ii) to Seller’s counsel, Buyer’s written consent (which may be by e-mail) to release the Deposit to Seller; (iii) to Seller, a B▇▇▇ of Sale in the form attached as Exhibit C-1 (the “B▇▇▇ of Sale”), duly executed by Buyer; and (iv) to Seller, an Assignment and Assumption Agreement in the form attached as Exhibit C-2 (the “Assignment and Assumption Agreement”), duly executed by Buyer. (b) At the Closing, Seller shall deliver to Buyer the following: (i) a certificate signed by the Chief Financial Officer of Seller, dated the Closing Date, certifying that the conditions specified in writing Section 10(b), (c) and (d) have been satisfied as of the Closing Date; (ii) good standing certificates from the State of Delaware and the Commonwealth of Massachusetts dated as of a recent date from the Closing Date; (iii) the B▇▇▇ of Sale, duly executed by NASCAR or check Seller; (at iv) the election Assignment and Assumption Agreement, duly executed by Seller; (v) an assignment agreement, in the form attached as Exhibit C-3, to effect the transfer of NASCARthe patent applications listed in Exhibit B from Seller to Buyer, duly executed by Seller and a notary public; and (vi) or such other manner documents as agreed between the applicable Parties are reasonably requested by Buyer, in a form supplied by Buyer to Seller not less than two (2) business days prior to the Applicable Closing Date, date scheduled for the BZF Repayment Amount, Sale Hearing (ii) BZF shall deliver to NASCAR (A) stock certificates evidencing the BZF Company Shares, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (B) a properly completed certificate reasonably acceptable to NASCAR and in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 6(c)), to effect the transfer of the Code, Purchased Assets and (iii) NASCAR shall deliver to BZF by wire transfer the assumption of immediately available funds to an account specified in writing by BZF or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, an amount equal to the Consideration; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) by the BZF Repayment Amount, in which case BZF will be deemed to have delivered the BZF Repayment Amount to NASCAR for purposes of this AgreementAssumed Liabilities.

Closing Deliverables. (a) At the Company Share Distribution Closing, Seller shall deliver to Buyer the following: (i) a ▇▇▇▇ of sale in the BJF Personal Representatives shall deliver to LDK and BZF, respectively, stock certificates evidencing form of Exhibit G attached hereto (the LDK Additional Company Shares and BZF Additional Company Shares, respectively, free and clear “▇▇▇▇ of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer Sale”) duly executed by Seller, transferring the tangible personal property included in blank, with all required share transfer tax stamps affixed thereto, and the Purchased Assets to Buyer; (ii) LDK an assignment and BZFassumption agreement in the form of Exhibit H attached hereto (the “Assignment and Assumption Agreement”) and duly executed by Seller, respectivelyeffecting the assignment to and assumption by Buyer of the Assigned Contracts and the Assumed Liabilities; (iii) the Seller Closing Certificate, shall deliver in substantially the form required by Section 7.02(d); (iv) counterpart signatures to the BJF Personal Representatives a properly completed certificate reasonably acceptable intellectual property licensing agreement (the “IP License Agreement”), in substantially the form attached hereto as Exhibit A; (v) counterpart signatures to the BJF Personal Representatives and leak-out agreement (the “Leak-Out Agreement”) in substantially the form attached hereto as Exhibit K; and (vi) any other customary instruments of transfer, assumption, filings or documents, in form and substance described in Treasury Regulations Section 1.1445-5(b)(3)(ii) stating that each of LDK and BZFreasonably satisfactory to Buyer, respectively, is not a “foreign person” as defined in Section 1445 of the Codemay be required to give effect to this Agreement. (b) At the BZF Company Share Acquisition Closing, Buyer shall deliver to Seller the following: (i) unless NASCAR delivers the Purchase Price, save for portions already conveyed to BZF the notice described in clause (iii), BZF shall deliver to NASCAR, by wire transfer of immediately available funds to an account specified in writing by NASCAR or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, the BZF Repayment Amount, Seller; (ii) BZF shall deliver to NASCAR (A) stock certificates evidencing the BZF Company Shares, free Assignment and clear of all Liens (other than Liens arising under applicable securities Laws)Assumption Agreement, duly endorsed in blank or accompanied executed by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (B) a properly completed certificate reasonably acceptable to NASCAR and in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 of the Code, and Buyer; (iii) NASCAR shall deliver the Buyer Closing Certificate, in substantially the form required by Section 7.03(d); (iv) counterpart signatures to BZF the IP License Agreement, in substantially the form attached hereto as Exhibit A; (v) counterpart signatures to the leak-out agreement (the “Leak-Out Agreement”) in substantially the form attached hereto as Exhibit K; and (vi) copies of a certificate or other document satisfactory to Seller evidencing approval by wire the MED as well as any Denver Licensing Authority of the transfer of immediately available funds to an account specified in writing by BZF or check (at ownership of the election of NASCAR) or other manner as agreed between the applicable Parties prior Licenses to the Applicable Buyer. (c) Closing Date, an amount equal shall be subject to the Consideration; provided, however, that NASCAR, upon following: (i) Approval for the transfer of ownership and the Licenses from the MED and the Denver Licensing Authority; (ii) Execution and delivery of written notice to BZF not less than one day prior to all documents required by Sections 3.02(a) and (b) (the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause “Closing Documents”); and (iii) by The prior or contemporaneous closing of the BZF Repayment Amount, in which case BZF will be deemed to have delivered the BZF Repayment Amount to NASCAR for purposes of this Real Estate Agreement.

Closing Deliverables. (a) At the Company Share Distribution Closing, : (i) the BJF Personal Representatives Sellers shall deliver (or cause to LDK be delivered) to SPAC and BZFIrish Holdco: (A) proof of termination of the Company Shareholders’ Agreement (effective as of Closing); (B) a counterpart of each Ancillary Agreement to be executed prior to or at the Closing by Sellers, respectivelythe Company or any of their respective Affiliates, stock certificates evidencing duly executed by Sellers, the LDK Additional Company or their respective Affiliates, as applicable; and (C) A duly executed power of attorney on behalf of each of Sellers and the Company with respect to the transfer of the Contributed Shares and BZF Additional Company Shares, respectively, free the Acquired Shares and clear of all Liens (such other than Liens arising under applicable securities Laws), duly endorsed documentation as required in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and order to execute the relevant notarial deeds at the Closing. (ii) LDK and BZFFollowing the payment of the Cash Consideration to an account or accounts designated by Bosch, respectively, Bosch shall deliver to the BJF Personal Representatives Notary Public a properly completed certificate reasonably acceptable written confirmation of Bosch’s receipt thereof and shall instruct the Notary Public to submit to the BJF Personal Representatives and in form and substance described in Treasury Regulations Section 1.1445-5(b)(3)(ii) stating that each competent commercial register a new list of LDK and BZF, respectively, is not a “foreign person” as defined in Section 1445 shareholders of the Code.Company reflecting the transfer of the Acquired Shares; (biii) At Following the BZF Share Consideration having been delivered to the Sellers, Bosch and ADSH shall each deliver to the Notary Public written confirmation of such Seller’s receipt thereof and shall instruct the Notary Public to submit to the competent commercial register a new list of shareholders of the Company Share Acquisition Closing, reflecting the transfer of the Contributed Shares; (iiv) unless NASCAR delivers to BZF the notice described in clause (iii), BZF SPAC shall deliver (or cause to NASCARbe delivered) to Sellers: (A) a counterpart of each Ancillary Agreement to be executed prior to or at the Closing by SPAC, Irish Holdco or New SPAC, duly executed by wire transfer SPAC, Irish Holdco or New SPAC, as applicable; (B) proof of immediately available funds payment of the Purchased Loan Consideration and the Additional Financing Consideration to an account specified or accounts designated by Bosch and by ADSH; (C) Duly executed powers of attorney on behalf of Irish Holdco and/or New SPAC and such other documentation as required in writing by NASCAR or check (order to execute the relevant notarial deeds at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, the BZF Repayment Amount, (ii) BZF shall deliver to NASCAR (A) stock certificates evidencing the BZF Company Shares, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (B) a properly completed certificate reasonably acceptable to NASCAR and in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 of the Code, and (iii) NASCAR shall deliver to BZF by wire transfer of immediately available funds to an account specified in writing by BZF or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, an amount equal to the Consideration; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) by the BZF Repayment Amount, in which case BZF will be deemed to have delivered the BZF Repayment Amount to NASCAR for purposes of this Agreementas applicable.

Closing Deliverables. (a) At the Company Share Distribution Closing, Seller shall deliver to Buyer (unless otherwise indicated below) the following: (i) the BJF Personal Representatives shall deliver ▇▇▇▇ of Sale duly executed by Seller; (ii) the Assignment and Assumption Agreement duly executed by Seller; (iii) the Deed duly executed and notarized by Seller, to LDK be delivered to Title Company; (iv) with respect to each Assigned Lease, an assignment and BZFassumption of lease (each, respectively, stock certificates evidencing the LDK Additional Company Shares an “Assignment and BZF Additional Company Shares, respectively, free and clear Assumption of all Liens (other than Liens arising under applicable securities LawsLease”), duly endorsed in blank or accompanied executed by stock powers or other instruments of transfer Seller and, if necessary, Seller’s signature shall be witnessed and/or notarized; (v) the Trademark Assignment duly executed in blank, with all required share transfer tax stamps affixed thereto, and by Seller; (iivi) LDK and BZF, respectively, shall deliver the Patent Assignment duly executed by Seller; (vii) the Transition Services Agreement duly executed by Seller; (viii) a certificate pursuant to the BJF Personal Representatives a properly completed certificate reasonably acceptable to the BJF Personal Representatives and in form and substance described in Treasury Regulations Section 1.1445-5(b)(3)(ii2(b) stating (the “FIRPTA Certificate”) that each of LDK and BZF, respectively, Seller is not a “foreign person” as defined in person within the meaning of Section 1445 of the CodeCode and two original Internal Revenue Service Forms W-9, each duly executed by Seller; (ix) with respect to each automobile, truck and other vehicle set forth on Section 2.01(e) of the Disclosure Schedules, title transfer documents, each duly executed by Seller; (x) evidence of the termination of each Key Employee Agreement; (xi) an employment agreement between Buyer and each Key Employee duly executed by the applicable Key Employee; (xii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Seller certifying as to matters customary for a transaction of this sort, including, without limitation, the true and correct copies of Sellers’s current organizational documents and copies of the resolutions of the board of directors of Seller authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby; and (xiii) such other deeds, instruments of transfer, assumption, filings or documents as Buyer shall reasonably request to vest in Buyer good and valid title to the other Purchased Assets on the terms set forth in this Agreement, including, but not limited to any additional documents that Title Company may reasonable require in connection with the recordation of the Deed and issuance of the Title Policy to Buyer in accordance with this Agreement. (b) At the BZF Company Share Acquisition Closing, Buyer shall deliver to Seller the following: (i) unless NASCAR delivers the Purchase Price (subject to BZF the notice described adjustment as set forth in clause (iiiSection 2.06), BZF shall deliver to NASCAR, by wire transfer of immediately available funds to an account specified in writing by NASCAR or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, the BZF Repayment Amount, ; (ii) BZF the ▇▇▇▇ of Sale duly executed by Buyer; (iii) the Assignment and Assumption Agreement duly executed by Buyer; (iv) with respect to each Assigned Lease, an Assignment and Assumption of Lease duly executed by Buyer and, if necessary, Buyer’s signature shall deliver be witnessed and/or notarized; (v) the Trademark Assignment duly executed by Buyer; (vi) the Patent Assignment duly executed by Buyer; (vii) the Transition Services Agreement duly executed by Buyer; (viii) an employment agreement between Buyer and with each Key Employee duly executed by Buyer; (ix) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying as to NASCAR matters customary for a transaction of this sort, including, without limitation, the true and correct copies of Buyer’s current organizational documents and copies of the resolutions of the member of Buyer authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby; and (Ax) stock certificates evidencing the BZF Company Shares, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or such other instruments of transfer duly executed in blanktransfer, with all required share transfer tax stamps affixed theretoassumption, and (B) a properly completed certificate filings or documents as Seller shall reasonably acceptable request to NASCAR and in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 evidence Buyer’s assumption of the Code, and (iii) NASCAR shall deliver to BZF by wire transfer of immediately available funds to an account specified Assumed Liabilities on the terms set forth in writing by BZF or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, an amount equal to the Consideration; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) by the BZF Repayment Amount, in which case BZF will be deemed to have delivered the BZF Repayment Amount to NASCAR for purposes of this Agreement.

Closing Deliverables. (a) At the Company Share Distribution Closing, Seller shall deliver to Buyer the following: (i) a b▇▇▇ of sale in form and substance satisfactory to Buyer (the BJF “B▇▇▇ of Sale”) and duly executed by Seller, transferring the Tangible Personal Representatives Property included in the Purchased Assets to Buyer; (ii) an assignment and assumption agreement in form and substance satisfactory to Buyer (the “Assignment and Assumption Agreement”) and duly executed by Seller, effecting the assignment to and assumption by Buyer of the Purchased Assets and the Assumed Liabilities; (iii) an assignment in form and substance satisfactory to Buyer (the “Intellectual Property Assignment”) and duly executed by Seller, transferring all of Seller’s right, title and interest in and to the Intellectual Property Assets to Buyer; (iv) a certificate of the Secretary (or equivalent officer) of Seller certifying as to (A) the resolutions of the board of directors and the shareholders of Seller, which authorize the execution, delivery, and performance of this Agreement, the B▇▇▇ of Sale, the Assignment and Assumption Agreement, the Intellectual Property Assignment and the other agreements, instruments, and documents required to be delivered in connection with this Agreement or at the Closing (collectively, the “Transaction Documents”) and the consummation of the transactions contemplated hereby and thereby, and (B) the names and signatures of the officers of Seller authorized to sign this Agreement and the other Transaction Documents; and (v) such other customary instruments of transfer or assumption, filings, or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to the transactions contemplated by this Agreement. (b) At the Closing, Buyer shall deliver to LDK and BZF, respectively, Seller the following: (i) a stock certificates certificate evidencing the LDK Additional Company Shares and BZF Additional Company Purchase Shares, respectively, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by a stock powers power or other instruments instrument of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (less any amounts which may be withheld for outstanding Tax Liabilities); (ii) LDK and BZF, respectively, shall deliver to the BJF Personal Representatives Intellectual Property Assignment duly executed by Buyer; and (iii) a properly completed certificate reasonably acceptable to the BJF Personal Representatives and in form and substance described in Treasury Regulations Section 1.1445-5(b)(3)(ii) stating that each of LDK and BZF, respectively, is not a “foreign person” as defined in Section 1445 of the Code. Secretary (bor equivalent officer) At the BZF Company Share Acquisition Closing, (i) unless NASCAR delivers of Buyer certifying as to BZF the notice described in clause (iii), BZF shall deliver to NASCAR, by wire transfer of immediately available funds to an account specified in writing by NASCAR or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, the BZF Repayment Amount, (ii) BZF shall deliver to NASCAR (A) stock certificates evidencing the BZF Company Sharesresolutions of the board of directors of Buyer, free which authorize the execution, delivery, and clear performance of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments this Agreement and the Transaction Documents and the consummation of transfer duly executed in blank, with all required share transfer tax stamps affixed theretothe transactions contemplated hereby and thereby, and (B) a properly completed certificate reasonably acceptable to NASCAR the names and in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 signatures of the Code, officers of Buyer authorized to sign this Agreement and (iii) NASCAR shall deliver to BZF by wire transfer of immediately available funds to an account specified in writing by BZF or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, an amount equal to the Consideration; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) by the BZF Repayment Amount, in which case BZF will be deemed to have delivered the BZF Repayment Amount to NASCAR for purposes of this AgreementTransaction Documents.

Closing Deliverables. (a) At or before Closing, the Company Share Distribution Closing, shall deliver or cause to be delivered to Buyer: (i) certificates for the BJF Personal Representatives shall deliver to LDK and BZF, respectively, stock certificates evidencing the LDK Additional Company Shares and BZF Additional Company Shares, respectively, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by customary stock powers or other instruments of transfer duly executed endorsed in blank, with all any required share transfer tax stamps affixed thereto, and by each Seller; (ii) LDK and BZFa letter of resignation, respectivelyeffective as of the Closing, shall deliver duly executed by each member of the board of directors of the Company in office immediately prior to the BJF Personal Representatives Closing; (iii) a properly completed certificate duly executed certificate, dated as of the Closing Date, in the form and substance prescribed by Treasury Regulations promulgated under Section 1445 of the Code and reasonably acceptable satisfactory to Buyer, stating that the Company is not, and has not been, during the relevant period specified in Section 897(c)(1)(A)(ii) of the Code, a “United States real property holding corporation” within the meaning of Section 897(c) of the Code, together with a notice to the BJF Personal Representatives and IRS, in form and substance described in required under Treasury Regulations Regulation Section 1.14451.897-5(b)(3)(ii2(h) stating and reasonably satisfactory to Buyer; provided that the sole remedy of any failure to provide such a certificate shall be to withhold Taxes from the consideration otherwise payable under this Agreement as required to be withheld under Applicable Law; (iv) a validly completed and duly executed IRS Form W-9 from each of LDK Seller 1 and BZFSeller 2; and (v) an escrow agreement, respectively, is not a “foreign person” dated as defined in Section 1445 of the CodeClosing Date, substantially in the form of Exhibit A, and with such changes as reasonably required by the Escrow Agent (the “Escrow Agreement”), duly executed by Sellers and the Escrow Agent. (b) At the BZF Company Share Acquisition or before Closing, (i) unless NASCAR delivers to BZF the notice described in clause (iii), BZF Buyer shall deliver or cause to NASCARbe delivered to Sellers the Escrow Agreement, duly executed by ▇▇▇▇▇ and the Escrow Agent. (c) At Closing, Buyer shall pay to each Seller such Seller’s Pro Rata Percentage of the Estimated Closing Purchase Price in US dollars and in immediately available funds by wire transfer of immediately available funds to an account specified in writing by NASCAR or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, the BZF Repayment Amount, (ii) BZF shall deliver to NASCAR (A) stock certificates evidencing the BZF Company Shares, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (B) a properly completed certificate reasonably acceptable to NASCAR and in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 of the Code, and (iii) NASCAR shall deliver to BZF by wire transfer of immediately available funds to an account specified in writing by BZF or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, an amount equal to the Consideration; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) by the BZF Repayment Amount, in which case BZF will be deemed to have delivered the BZF Repayment Amount to NASCAR for purposes of this AgreementSeller Bank Account.

Closing Deliverables. At the Closing: (a) At Seller shall deliver or cause to be delivered to Buyer the Company Share Distribution Closing, following (“Seller Closing Deliverables”): (i) a receipt for the BJF Personal Representatives Closing Payment, duly executed by each Seller Party; (ii) a counterpart of the Intellectual Property License Agreement, in a form that Seller and Buyer shall deliver mutually agree to LDK and BZF, respectively, stock certificates evidencing prior to Closing (the LDK Additional Company Shares and BZF Additional Company Shares, respectively, free and clear of all Liens (other than Liens arising under applicable securities Laws“Intellectual Property License Agreement”), duly endorsed executed by the applicable Seller Parties thereto; (iii) a counterpart of the Transition Services Agreement, in blank or accompanied by stock powers or other instruments of transfer a form that Seller and Buyer shall mutually agree to prior to Closing (the “Transition Services Agreement”), duly executed by the applicable Seller Parties thereto; (iv) a counterpart of the ▇▇▇▇ of Sale, Assignment and Assumption Agreement, in blanksubstantially the form attached hereto as Exhibit C (the “▇▇▇▇ of Sale, Assignment and Assumption Agreement”), duly executed by the Seller Parties that are to transfer Transferred Assets to Buyer at the Closing; (v) with all required share transfer tax stamps affixed theretorespect to each Assumed Loan, and the original Loan Note (ii) LDK and BZF, respectively, shall deliver to the BJF Personal Representatives or an original lost note affidavit in a properly completed certificate form reasonably acceptable to Buyer) duly endorsed to the BJF Personal Representatives and in form and substance described in Treasury Regulations Section 1.1445order of Buyer by an Allonge; (vi) a certificate of non-5(b)(3)(ii) stating foreign status that each of LDK and BZF, respectively, is not a “foreign person” as defined in complies with Section 1445 of the Code, duly executed by Seller and each Seller Party that transfers Transferred Assets to Buyer at the Closing; (vii) the Cut-Off Date Portfolio Tape; (viii) a certificate, dated the Closing Date, signed by a duly authorized officer of Seller, that each of the conditions set forth in Section 10.02(a) have been satisfied; and (ix) electronic copies of the Additional Loan Documents. (b) At Buyer shall deliver or cause to be delivered to Seller the BZF Company Share Acquisition Closing, following (“Buyer Closing Deliverables”): (i) unless NASCAR delivers to BZF the notice described Closing Payment, as specified in clause (iii), BZF shall deliver to NASCARthe Closing Notice, by wire transfer of immediately available funds funds, to an account specified or accounts as directed by Seller in writing the Closing Notice; (ii) all required Transfer Tax stamps and transfer forms (if any); (iii) a counterpart of the Intellectual Property License Agreement, duly executed by NASCAR or check Buyer; (at iv) a counterpart of the election Transition Services Agreement, duly executed by Buyer; (v) a counterpart of NASCARthe ▇▇▇▇ of Sale, Assignment and Assumption Agreement, duly executed by Buyer; and (vi) or other manner as agreed between a certificate, dated the applicable Parties prior to the Applicable Closing Date, signed by a duly authorized officer of Buyer, that each of the BZF Repayment Amount, (ii) BZF shall deliver to NASCAR (A) stock certificates evidencing the BZF Company Shares, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (B) a properly completed certificate reasonably acceptable to NASCAR and in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined conditions set forth in Section 1445 of the Code, and (iii10.01(a) NASCAR shall deliver to BZF by wire transfer of immediately available funds to an account specified in writing by BZF or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, an amount equal to the Consideration; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) by the BZF Repayment Amount, in which case BZF will be deemed to have delivered the BZF Repayment Amount to NASCAR for purposes of this Agreementbeen satisfied.

Closing Deliverables. (a) At the Company Share Distribution Closing, Purchaser shall deliver, or cause to be delivered, to Parent the following: (i) an amount in Dollars equal to the BJF Personal Representatives shall deliver Estimated Cash Consideration, by wire transfer of immediately available funds, to LDK and BZF, respectively, stock certificates evidencing one or more accounts that have been designated in writing by Parent at least two Business Days prior to the LDK Additional Company Shares and BZF Additional Company Shares, respectively, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and Closing Date; (ii) LDK the Share Consideration in non-certificated book-entry form, including (A) a screenshot from Purchaser’s transfer agent reflecting the issuance of such Share Consideration (with a statement duly issued by Purchaser’s transfer agent evidencing ownership of the Share Consideration by Parent to be delivered as promptly as practicable after the Closing, and BZF, respectively, shall deliver in any event within one Business Day following Closing) and (B) a certified excerpt of the share register of Purchaser showing Parent as the holder of the Share Consideration; (iii) a duly executed counterpart to the BJF Personal Representatives Shareholder Agreement; (iv) the certificate referred to in Section 7.3(d); (v) a properly completed certificate reasonably acceptable to certificate, dated the BJF Personal Representatives Closing Date and duly executed by the Secretary of Purchaser (or a comparable officer of Purchaser), in form and substance described in Treasury Regulations Section 1.1445-5(b)(3)(iireasonably satisfactory to Parent, as to: (A) stating that each the certificate of LDK and BZFincorporation of Purchaser, respectively, is not certified as of a “foreign person” as defined in Section 1445 recent date by the Secretary of State of the CodeState of Nevada, and that there have been no amendments to the certificate of incorporation of Purchaser since such certification; and (B) the bylaws of Purchaser in effect as of the Closing Date; and (vi) such other customary instruments of transfer or assumption, in each case in form and substance reasonably satisfactory to Parent, as may be reasonably required to give effect to the transactions contemplated by Transaction Documents. (b) At the BZF Company Share Acquisition Closing, Purchaser shall deliver, or cause to be delivered, on behalf of the Target Company and the Transferred Subsidiary, the payment of all Payoff Indebtedness, together with interest, premiums, penalties, and fees and expenses (iif any) unless NASCAR delivers that are required to BZF be paid by the notice described in clause Target Company and the Transferred Subsidiary as a result of the repayment on the Closing Date of such Payoff Indebtedness (iiithe “Indebtedness Payoff Amount”), BZF shall deliver to NASCAR, by wire transfer of immediately available funds to an account specified in writing accordance with the wire transfer instructions required by NASCAR or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior payees, as set forth in the Payoff Letters. (c) At the Closing, Parent shall deliver, or cause to be delivered, to Purchaser the Applicable Closing Date, following: (i) the BZF Repayment Amount, (iicertificate(s) BZF shall deliver to NASCAR (A) stock certificates evidencing representing the BZF Company Shares, free and clear of all Liens (other than Liens arising under applicable securities Laws)Target Equity Interests, duly endorsed in blank by the record holder thereof or accompanied by stock powers or other instruments of transfer a duly executed stock power endorsed in blankblank by the record holder thereof, with all required share transfer tax stamps affixed thereto, and (B) a properly completed certificate reasonably acceptable to NASCAR and in form and substance reasonably satisfactory to Purchaser; (ii) a duly executed counterpart to the Shareholder Agreement; (iii) the certificates referred to in Section 7.2(f); (iv) evidence that all Required Consents have been obtained; (v) the Payoff Letters, duly executed by the Persons to whom any Payoff Indebtedness is owed; (vi) evidence, in form and substance reasonably satisfactory to Purchaser and Parent, with respect to the Related Party Contract and Payable Terminations; (vii) a certificate, issued by the Target Company pursuant to Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c)(3), certifying that the Target Company is not, and has not been during the period specified in Section 897(c)(1)(A)(ii) of the Code, a United States real property holding company within the meaning of Section 897(c)(2) of the Code, together with a properly executed notification to the IRS as described in Treasury Regulations Section 1.14451.897-2 stating 2(h)(2) (it being understood and agreed by the Parties that BZF is delivery of such certificate and notification shall not constitute a “foreign person” as defined in Section 1445 of condition to the Code, and Closing); (iiiviii) NASCAR shall deliver to BZF by wire transfer of immediately available funds to an account specified unless otherwise requested in writing by BZF Purchaser, resignation letters, effective as of the Closing, in form and substance reasonably satisfactory to Purchaser, of each of the directors and officers of the Target Company and the Transferred Subsidiary with respect to any and all positions as members of the boards of directors and officers of the Target Company and the Transferred Subsidiary, as applicable, duly executed by each of the directors and officers of the Target Company and the Transferred Subsidiary; (ix) a certificate, dated the Closing Date and duly executed by the Secretary of the Target Company (or check a comparable officer of the Target Company), in form and substance reasonably satisfactory to Purchaser, as to: (at A) the election certificate of NASCAR) or other manner incorporation of the Target Company, certified as agreed between of a recent date by the applicable Parties prior Secretary of State of the State of Delaware, and that there have been no amendments to the Applicable certificate of incorporation of the Target Company since such certification; (B) the bylaws of the Target Company in effect as of the Closing Date; (C) the certificate of formation of the Transferred Subsidiary, an amount equal certified as of a recent date by the Secretary of State of the State of Texas, and that there have been no amendments to the Considerationcertificate of formation of the Transferred Subsidiary since such certification; providedand (D) the Transferred Subsidiary does not have any limited liability company agreement or operating agreement; and (x) such other customary instruments of transfer or assumption, howeverin each case in form and substance reasonably satisfactory to Purchaser, that NASCAR, upon delivery of written notice as may be reasonably required to BZF not less than one day prior give effect to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) transactions contemplated by the BZF Repayment Amount, in which case BZF will be deemed to have delivered the BZF Repayment Amount to NASCAR for purposes of this AgreementTransaction Documents.

Closing Deliverables. (a) At Buyer will have received the Company Share Distribution Closing, following: (i) Prior to the BJF Personal Representatives shall deliver Date of Inventory (but to LDK be dated and BZF, respectively, stock certificates evidencing effective as of the LDK Additional Company Shares and BZF Additional Company Shares, respectively, free and clear of all Liens (other than Liens arising under applicable securities LawsClosing), duly endorsed a fully executed ▇▇▇▇ of Sale in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and the form attached hereto as Exhibit A; (ii) LDK and BZF, respectively, shall deliver Prior to the BJF Personal Representatives Date of Inventory (but to be dated and effective as of the Closing), the Closing Statement with respect to the Closing Payment in the form attached hereto as Exhibit B executed by Seller; (iii) Prior to the Date of Inventory, a properly completed certificate reasonably IRS Form W-9 for Seller; (iv) Prior to the Date of Inventory, the wiring instructions to the account of Seller, in form acceptable to Buyer; (v) Prior to the BJF Personal Representatives Date of Inventory, the updated creditor list and all Lien Release Documentation required pursuant to the terms of Section 4(f) hereof; (vi) Prior to the Date of Inventory (but to be dated and effective as of the Closing), an assignment and assumption agreement with respect to the Assigned Contracts, in form and substance described in Treasury Regulations Section 1.1445-5(b)(3)(ii) stating that each of LDK and BZFreasonably acceptable to Buyer, respectively, is not a “foreign person” as defined in Section 1445 of the Code.executed by Seller; (bvii) At Prior to the BZF Company Share Acquisition ClosingDate of Inventory, copies of all consents set forth on Schedule 7(c)(vii); (iviii) unless NASCAR delivers Prior to BZF the notice described Date of Inventory, a certificate, duly executed by an authorized officer of Seller, certifying that Seller has satisfied the conditions set forth in clause Sections 7(a) and 7(b) (iiithe “Compliance Certificate”); (ix) Prior to the Date of Inventory, BZF a certificate of good standing from each jurisdiction where Seller has been incorporated, which such certificate of good standing shall deliver to NASCAR, by wire transfer of immediately available funds to an account specified in writing by NASCAR or check be dated no more than ten (at the election of NASCAR10) or other manner as agreed between the applicable Parties days prior to the Applicable Closing DateDate of Inventory; (x) Prior to the Date of Inventory (but to be dated and effective as of the Closing), the BZF Repayment AmountEscrow Agreement in the form attached hereto as Exhibit C executed by the Seller (or its designated representative) and the Escrow Agent; (xi) Seller shall have provided to Buyer the following with respect to the Transferred Intellectual Property: (1) an intellectual property assignment agreement in the form attached hereto as Exhibit D, duly executed by Seller and Equity Holder, (ii2) BZF shall deliver all codes with respect to NASCAR (Athe domain name(s) stock certificates evidencing transferred to Buyer pursuant to the BZF Company Shares, free and clear foregoing assignment of all Liens (other than Liens arising under applicable securities Lawsdomain name(s), duly endorsed in blank (3) original certificates or accompanied certified copies of the originals issued by stock powers or other instruments of transfer duly executed in blank, the PTO with all required share transfer tax stamps affixed theretorespect to marks that are Transferred Intellectual Property, and (B4) a properly completed certificate reasonably acceptable the Acro Registration Certificate; and (xii) Such other documents, instruments or certificates required to NASCAR and be delivered in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 of the Code, and (iii) NASCAR shall deliver to BZF by wire transfer of immediately available funds to an account specified in writing by BZF or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, an amount equal to the Consideration; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) by the BZF Repayment Amount, in which case BZF will be deemed to have delivered the BZF Repayment Amount to NASCAR for purposes of connection with Seller’s obligations under this Agreement.

Closing Deliverables. (a) At the Company Share Distribution Closing, Sellers shall deliver to Buyer the following: (i) an instrument of assignment and assumption in substantially the BJF Personal Representatives shall deliver to LDK form attached hereto as Exhibit B (the “Assignment and BZF, respectively, stock certificates evidencing the LDK Additional Company Shares Assumption Agreement”) and BZF Additional Company Shares, respectively, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blankby Sellers, with all required share transfer tax stamps affixed thereto, effecting the assignment to and assumption by Buyer of the Purchased Assets and the Assumed Liabilities; (ii) LDK with respect to each Lease, an assignment and BZF, respectively, shall deliver to the BJF Personal Representatives a properly completed certificate reasonably acceptable to the BJF Personal Representatives and assumption of lease in form and substance described satisfactory to Buyer and Sellers (each, an “Assignment and Assumption of Lease”) and duly executed by the applicable Seller; (iii) the Seller Closing Certificate; (iv) the certificates of the Secretary or Assistant Secretary of Sellers required by Section 7.02(e) and Section 7.02(f); (v) with respect to each Guarantor Shareholder, a limited guaranty in Treasury Regulations Section 1.1445-5(b)(3)(ii) stating that each of LDK and BZFsubstantially the form attached hereto as Exhibit C (each, respectively, is not a “foreign person” Limited Guaranty”) and duly executed by such Guarantor Shareholder, pursuant to which such Guarantor Shareholder will guarantee such Guarantor Shareholder’s Pro Rata Share of Sellers’ payment obligations under this Agreement; and (vi) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as defined in Section 1445 of the Codemay be required to give effect to this Agreement. (b) At the BZF Company Share Acquisition Closing, Buyer shall deliver to Sellers the following: (i) unless NASCAR delivers the Closing Date Payment by wire transfer of immediately available funds to BZF the notice described accounts (and in clause the proportions) designated in writing by Sellers to Buyer; (ii) the Assignment and Assumption Agreement duly executed by Buyer; (iii) with respect to each Lease, an Assignment and Assumption of Lease duly executed by Buyer; (iv) the Buyer Closing Certificate; (v) the certificates of the Secretary or Assistant Secretary of Buyer required by Section 7.03(e) and Section 7.03(f); (vi) with respect to each Guarantor Shareholder, BZF a Limited Guaranty duly executed by Buyer; and (vii) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Sellers, as may be required to give effect to this Agreement. (c) At the Closing, Buyer shall deliver pay, on behalf of the Sellers, the following amounts: (i) Indebtedness of the Sellers to NASCARbe paid at Closing, if any, by wire transfer of immediately available funds to an account the accounts and in the amounts specified in writing by NASCAR or check (at on the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing DateIndebtedness Certificate, the BZF Repayment Amount, and (ii) BZF shall deliver Transaction Expenses to NASCAR (A) stock certificates evidencing the BZF Company Sharesbe paid at Closing, free and clear of all Liens (other than Liens arising under applicable securities Laws)if any, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (B) a properly completed certificate reasonably acceptable to NASCAR and in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 of the Code, and (iii) NASCAR shall deliver to BZF by wire transfer of immediately available funds to an account the accounts and in the amounts specified in writing by BZF or check (at on the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, an amount equal to the Consideration; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) by the BZF Repayment Amount, in which case BZF will be deemed to have delivered the BZF Repayment Amount to NASCAR for purposes of this AgreementTransaction Expenses Certificate.

Closing Deliverables. (a) At On or prior to the Closing Date, the Company Share Distribution Closingshall deliver or cause to be delivered to the Purchaser the following: (i) this Agreement duly executed by the Company together with the Company’s wire instructions and executed by the Chief Executive Officer or Chief Financial Officer; (ii) a copy of the duly executed FR8App Loan promissory note and the original FR8App Warrant with respect to the FR8AppLoan which shall have been duly assigned by the Company to Purchaser. Such documents shall have been entered into on the date of execution of this Agreement.; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) the number of Shares set forth in the Purchaser signature page hereto and registered in the name of the Purchaser; (iv) a Warrant registered in the name of the Purchaser to purchase up to the number of Ordinary Shares set forth in the Purchase signature page hereto; (v) a certificate, in form provided to the Company, executed by an officer of the Company and dated as of such Closing Date, as to (i) the BJF Personal Representatives shall deliver resolutions as adopted by the Company’s Board of Directors in a form reasonably acceptable to LDK and BZFPurchaser, respectively, stock certificates evidencing the LDK Additional Company Shares and BZF Additional Company Shares, respectively, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (ii) LDK the memorandum and BZF, respectively, shall deliver to the BJF Personal Representatives a properly completed certificate reasonably acceptable to the BJF Personal Representatives and in form and substance described in Treasury Regulations Section 1.1445-5(b)(3)(ii) stating that each articles of LDK and BZF, respectively, is not a “foreign person” as defined in Section 1445 association of the CodeCompany (of which a certified version shall be attached to such certificate) and (iii) the Company’s bylaws (which shall be attached to such certificate, each as in effect at such Closing; and (vi) the Prospectus Supplement and evidence that the Securities have been approved for listing on the Trading Market. (b) At the BZF Company Share Acquisition Closing, (i) unless NASCAR delivers to BZF the notice described in clause (iii), BZF shall deliver to NASCAR, by wire transfer of immediately available funds to an account specified in writing by NASCAR On or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, the BZF Repayment Amount, Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by the Purchaser; (ii) BZF shall deliver the Purchaser’s Subscription Amount, less the funds used to NASCAR (A) stock certificates evidencing fund the BZF Company Shares, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied FR8App Loan by stock powers or other instruments of wire transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (B) a properly completed certificate reasonably acceptable to NASCAR and in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 of the Code, and account specified by the Company; and (iii) NASCAR shall deliver evidence of the payment of the FR8App Loan to BZF FR8App and an acknowledgement of receipt by wire transfer of immediately available funds to an account specified in writing by BZF or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, an amount equal to the Consideration; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) by the BZF Repayment Amount, in which case BZF will be deemed to have delivered the BZF Repayment Amount to NASCAR for purposes of this AgreementFR8App.

Closing Deliverables. The first closing of the issuance and sale of the Shares (athe “First Closing”) At shall take place at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇ on August 17, 2012, or as soon as possible thereafter (the “First Closing Date”). Subject to the terms and conditions of this Agreement, the Purchasers agree to purchase at the First Closing and the Company Share Distribution agrees to sell and issue to the Purchasers or its nominees and assignees at the First Closing not less than 5,000,000 Shares (the “First Closing Shares”) for a purchase price of not less than US$5 million (the “First Purchase Price”), provided that the Company will not issue any fractional Shares. The second closing shall take place on the date that is no later than September 30, 2012 (the “Second Closing Date” and collectively with the First Closing Date, “Closing Dates” and each a “Closing Date”) at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇ (the “Second Closing”, and collectively with the First Closing, a “Closing”). Subject to the terms and conditions of this Agreement, the Purchasers agree to purchase at the Second Closing and the Company agrees to sell and issue to the Purchasers at the Second Closing not more than 5,000,000 Shares (the “Second Closing Shares”) for a purchase price of not more than US$5 million (the “Second Purchase Price”), provided that the Company will not issue any fractional Shares. At each Closing, the Company shall issue, deliver or cause to be delivered to the Purchasers the following documents (the “Company Deliverables”): 1.2.1 this Agreement, duly executed by the Company; 1.2.2 a copy of the Company’s irrevocable instructions to its transfer agent instructing the transfer agent to deliver one or more stock certificates evidencing the Shares, inclusive of such restrictive and other legends as set forth in Section 6.1 hereof; 1.2.3 a certificate of the Secretary of the Company, dated as of each Closing Date, (i) certifying the BJF Personal Representatives shall deliver to LDK and BZF, respectively, stock certificates evidencing resolutions adopted by the LDK Additional Company Shares and BZF Additional Company Shares, respectively, free and clear Board of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (ii) LDK and BZF, respectively, shall deliver to the BJF Personal Representatives a properly completed certificate reasonably acceptable to the BJF Personal Representatives and in form and substance described in Treasury Regulations Section 1.1445-5(b)(3)(ii) stating that each of LDK and BZF, respectively, is not a “foreign person” as defined in Section 1445 Directors of the Code. (b) At Company or a duly authorized committee thereof approving the BZF Company Share Acquisition Closing, (i) unless NASCAR delivers to BZF transactions contemplated by this Agreement and the notice described in clause (iii), BZF shall deliver to NASCAR, by wire transfer issuance of immediately available funds to an account specified in writing by NASCAR or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, the BZF Repayment AmountShares, (ii) BZF shall deliver to NASCAR (A) stock certificates evidencing certifying the BZF Company Sharescurrent versions of the memorandum and articles of association, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed theretoas amended, and (B) a properly completed certificate reasonably acceptable to NASCAR and in form and substance described in Treasury Regulations Section 1.1445by-2 stating that BZF is not a “foreign person” laws, as defined in Section 1445 amended, of the CodeCompany, and (iii) NASCAR certifying as to the signatures and authority of persons signing the transaction documents and related documents on behalf of the Company; 1.2.4 a certificate evidencing the formation and good standing of the Company in the Cayman Islands issued by relevant authority of such jurisdiction, as of a date within two (2) business days of each Closing Date; 1.2.5 a certified copy of the memorandum and articles of association, as certified by a director of the Company, as of a date within three (3) business days of each Closing Date; and 1.2.6 notices to convert the existing convertible promissory notes entered into by the Company in the principal amount of US$3,000,000, as well as any applicable interest thereon, into Shares, executed by the noteholders. At each Closing, each Purchaser shall deliver or cause to BZF be delivered to the Company the following (the “Purchasers Deliverables”): 1.2.7 this Agreement, duly executed by each Purchaser; and 1.2.8 the First Purchase Price or the Second Purchase Price in immediately available funds, by wire transfer of immediately available funds to an account specified designated in writing by BZF or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, an amount equal to the Consideration; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) Purchasers by the BZF Repayment Amount, in which case BZF will be deemed to have delivered the BZF Repayment Amount to NASCAR Company for purposes of this Agreementsuch purpose.

Closing Deliverables. (a) At the Company Share Distribution Closing, Rentech and Sellers shall deliver to Buyer the following: (i) a ▇▇▇▇ of sale in the BJF form of Exhibit A hereto (the “▇▇▇▇ of Sale”) and duly executed by each Seller, transferring the Tangible Personal Representatives Property included in the Purchased Assets to Buyer; (ii) an assignment and assumption agreement in the form of Exhibit B hereto (the “Assignment and Assumption Agreement”) and duly executed by each Seller, effecting the assignment to and assumption by Buyer of the Purchased Assets and the Assumed Liabilities; (iii) with respect to the Intellectual Property Assets, an Intellectual Property Assignment Agreement substantially in the form of Exhibit C hereto (the “Intellectual Property Assignment Agreement”) and duly executed by each Seller, effecting the assignment to and assumption by Buyer of the Intellectual Property Assets; (iv) with respect to each Lease, an Assignment and Assumption of Lease substantially in the form of Exhibit D hereto (each, an “Assignment and Assumption of Lease”), duly executed by the Seller that is party to such Lease and, if necessary, the signature of such Seller’s authorized signatory shall deliver be witnessed and/or notarized; (v) with respect to LDK each parcel of Owned Real Property, the following deeds (the “Deeds”) duly executed by the Seller then owning such parcel of Owned Real Property and, if necessary, witnessed and/or notarized: (A) a limited warranty deed substantially in the form of Exhibit E-1 hereto for any such parcel of Owned Real Property located in the State of Georgia; and BZF(B) a special warranty deed substantially in the form of Exhibit E-2 hereto for any such parcel of Owned Real Property located in the State of Mississippi; (vi) such affidavits that are sufficient (as reasonably determined by the Title Company) to Remove the general exceptions for mechanic’s and materialmen’s liens and parties in possession by, through, or under the applicable Seller, and other documents reasonably required by the Title Company in order to issue the title policy pursuant to Section 7.2(g); (vii) such other documents, certificates and instruments reasonably necessary (as reasonably determined by the Title Company) in order to effectuate the transactions described herein; (viii) the Sellers’ Closing Certificate; (ix) the FIRPTA Certificate; (x) the certificates of the Secretary or Assistant Secretary (or equivalent or other acceptable office) of each Seller required by Section 7.2(h); (xi) a release in recordable form of (a) the items identified on Section 3.2(a)(xi) of the Disclosure Schedules (the “Scheduled Title Exceptions”) and (b) any other lien encumbering the Owned Real Property arising after the effective date of each of the Preliminary Title Commitments, respectively, stock certificates evidencing that can be satisfied by the LDK Additional Company Shares and BZF Additional Company Shares, respectively, free and clear payment of all Liens a then ascertainable sum certain of money (other than Liens arising under applicable securities Lawsthe “New Title Exceptions”), duly endorsed including (A) mechanics’ and materialmen’s liens, (B) ad valorem taxes and assessments that are currently due and payable, (C) any mortgage, deed of trust, deed to secure debt or other loan security documents, judgements, tax liens and (D) any lis pendens, but, in blank each case, excluding any Permitted Encumbrance; provided that for any such lien, in lieu of such release, Rentech and Sellers may instead cause the Title Company to issue affirmative insurance and/or an endorsement to insure over such lien or accompanied by stock powers provide evidence of such lien being bonded over in accordance with applicable law or the amounts pertaining to an inchoate lien or to a judgment having been paid; and (xii) all such other bills of sale, assignments and other instruments of assignment, transfer duly executed in blankor conveyance as Buyer may reasonably request or as may be otherwise necessary to evidence and effect the sale, transfer, assignment, conveyance and delivery of the Purchased Assets to Buyer, together with all required share transfer tax stamps affixed theretoany other filings or documents, and (ii) LDK and BZF, respectively, shall deliver to the BJF Personal Representatives a properly completed certificate reasonably acceptable to the BJF Personal Representatives and in form and substance described in Treasury Regulations Section 1.1445-5(b)(3)(ii) stating that each of LDK and BZFreasonably satisfactory to Buyer, respectively, is not a “foreign person” as defined in Section 1445 of the Codemay be required to give effect to this Agreement. (b) At the BZF Company Share Acquisition Closing, Buyer shall deliver to Sellers the following: (i) unless NASCAR delivers to BZF the notice described in clause (iii), BZF shall deliver to NASCAR, by wire transfer of immediately available funds to an account specified in writing by NASCAR or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, the BZF Repayment Amount, Date Payment; (ii) BZF the Assignment and Assumption Agreement duly executed by Buyer; (iii) the Intellectual Property Assignment Agreement duly executed by Buyer; (iv) with respect to each Lease, an Assignment and Assumption of Lease duly executed by Buyer and, if necessary, Buyer’s signature shall deliver be witnessed and/or notarized; (v) such documents reasonably required by the Title Company in order to NASCAR issue the title policy pursuant to Section 7.2(g); (Avi) stock such other documents, certificates evidencing and instruments reasonably necessary (as reasonably determined by the BZF Company SharesTitle Company) in order to effectuate the transactions described herein; (vii) the Buyer’s Closing Certificate; (viii) the certificates of the Secretary or Assistant Secretary (or equivalent or other acceptable office) of Buyer required by Section 7.3(f) and Section 7.3(g); and (ix) all such other bills of sale, free assignments and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of assignment, transfer duly executed in blankor conveyance as Sellers may reasonably request or as may be otherwise necessary to evidence and effect the sale, transfer, assignment, conveyance and delivery of the Purchased Assets to Buyer, together with all required share transfer tax stamps affixed theretoany other filings or documents, and (B) a properly completed certificate reasonably acceptable to NASCAR and in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” reasonably satisfactory to Sellers, as defined in Section 1445 of the Code, and (iii) NASCAR shall deliver may be required to BZF by wire transfer of immediately available funds give effect to an account specified in writing by BZF or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, an amount equal to the Consideration; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) by the BZF Repayment Amount, in which case BZF will be deemed to have delivered the BZF Repayment Amount to NASCAR for purposes of this Agreement.

Closing Deliverables. (a) At the Initial Closing, the following deliveries shall be made: (i) Buyer shall deliver to each Selling Shareholder such Selling Shareholder’s Initial Cash Payment Amount in immediately available funds by wire transfer to an account or accounts designated by the Selling Shareholder Representatives, by written notice to Buyer, which written notice shall be delivered not later than two (2) Business Days prior to the Initial Closing Date; (ii) Buyer shall deliver the Share Consideration to the Escrow Agent, to be held and released in accordance with the terms and conditions of this Agreement and the Escrow Agreement; (iii) Buyer shall deliver to the applicable lender(s) the applicable Debt Payoff Amounts to the account or accounts specified in the Initial Debt Payoff Letters; (iv) Buyer shall deliver to the Selling Shareholders a certificate dated as of the Initial Closing Date, duly executed by an authorized officer of Buyer, certifying that each of the conditions set forth in Section 8.03(a) and Section 8.03(b) have been satisfied; (v) the Selling Shareholder Representatives and Buyer shall deliver to each other duly executed counterparts of the Escrow Agreement; (vi) the Company Share Distribution Closingand the Selling Shareholder Representatives shall deliver to Buyer duly executed stock powers, stock transfer forms or other applicable instruments of transfer with respect to the Shares (other than the Deferred Shares, if any); (vii) the Company and the Selling Shareholder Representatives shall deliver to Buyer a certificate dated as of the Initial Closing Date, duly executed by the Selling Shareholder Representatives and an authorized officer of the Company, certifying that each of the conditions set forth in Section 8.02(a) and Section 8.02(b) have been satisfied; CH\1406641 (viii) the Company shall deliver to Buyer with respect to any Indebtedness (other than any Indebtedness of any Deferred Business) of the Company and its Subsidiaries, (i) one or more payoff letters, setting forth all amounts necessary to be paid by the BJF Personal Representatives shall deliver Company or its applicable Subsidiary on or prior to LDK and BZF, respectively, stock certificates evidencing the LDK Additional Company Shares and BZF Additional Company Shares, respectively, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed theretoInitial Closing Date to fully pay off such Indebtedness, and (ii) LDK in the case of any such Indebtedness that is secured by a Lien, one or more Lien release letters, setting forth all amounts necessary to be paid by the Company or the applicable Subsidiary on or prior to the Initial Closing Date in order to fully release all such Liens and BZFstating that all such Liens relating to the applicable Indebtedness have been or will be released, respectivelyin a form reasonably acceptable to Buyer and duly executed by the applicable lender(s), together with such other documents necessary to release the Liens held by such lender(s) (such payoff and lien release letters, the “Initial Debt Payoff Letters”); (ix) the Company shall deliver to Buyer and each Selling Shareholder that is not a United States person within the BJF Personal meaning of Code Section 7701(a)(30) a certificate, dated as of the Initial Closing Date, duly executed by an authorized officer of the Company, that satisfies the requirements of Treasury Regulation Section 1.1445-2(c)(3); and (x) the Company or the Selling Shareholder Representatives shall deliver to Buyer, in a properly completed certificate form reasonably acceptable to Buyer, such deeds, bills of sale, endorsements, assignments and other good and sufficient instruments of conveyance and assignment as the BJF Personal Representatives Parties and their respective counsel shall deem reasonably necessary to vest in form Buyer all right, title and substance described in Treasury Regulations Section 1.1445-5(b)(3)(ii) stating that each of LDK interest in, to and BZFunder the Shares (other than the Deferred Shares, respectively, is not a “foreign person” as defined in Section 1445 of the Codeif any). (b) At each Deferred Closing, the BZF Company Share Acquisition Closingfollowing deliveries shall be made: (i) Buyer shall deliver to each Selling Shareholder such Selling Shareholder’s Deferred Cash Payment Amount in immediately available funds by wire transfer to an account or accounts designated by the Selling Shareholder Representatives, by written notice to Buyer, which written notice shall be delivered not later than two (2) Business Days prior to the applicable Deferred Closing Date; (ii) Buyer shall deliver to the applicable lender(s), the Debt Payoff Amounts to the account or accounts specified in the Deferred Debt Payoff Letters; (iii) the Selling Shareholder Representatives shall deliver to Buyer duly executed stock powers, stock transfer forms or other applicable instruments of transfer with respect to the Deferred Shares of the applicable Deferred Business; (iv) the Selling Shareholder Representatives shall deliver to Buyer with respect to any Indebtedness of the applicable Deferred Business, (i) unless NASCAR delivers one or more CH\1406641 payoff letters, setting forth all amounts necessary to BZF be paid by the notice described Deferred Business on or prior to the applicable Deferred Closing Date to fully pay off such Indebtedness, and (ii) in clause (iiithe case of any such Indebtedness that is secured by a Lien, one or more Lien release letters, setting forth all amounts necessary to be paid by the Company or the applicable Subsidiary on or prior to the applicable Deferred Closing Date in order to fully release all such Liens and stating that all such Liens relating to the applicable Indebtedness have been or will be released, in a form reasonably acceptable to Buyer and duly executed by the applicable lender(s), BZF together with such other documents necessary to release the Liens held by such lender(s) (such payoff and lien release letters, the “Deferred Debt Payoff Letters”); (v) the Selling Shareholder Representatives shall deliver to NASCARBuyer, by wire transfer in a form reasonably acceptable to Buyer, such deeds, bills of immediately available funds sale, endorsements, assignments and other good and sufficient instruments of conveyance and assignment as the Parties and their respective counsel shall deem reasonably necessary to an account specified vest in writing by NASCAR or check (at Buyer all right, title and interest in, to and under the election Equity Interests of NASCAR) or other manner as agreed between the applicable Parties prior Deferred Business; and (vi) the Selling Shareholders shall, or the Selling Shareholder Representatives shall cause Deferred HoldCo to, deliver, as reasonably determined by the Selling Shareholder Representatives (A) to Buyer and each Selling Shareholder that is not a United States person within the Applicable meaning of Code Section 7701(a)(30), a certificate, dated as of the Deferred Closing Date, that satisfies the BZF Repayment Amount, (iirequirements of Treasury Regulation Section 1.1445-2(c)(3) BZF shall deliver with respect to NASCAR (A) stock certificates evidencing the BZF Company Shares, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank Deferred Shares or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (B) a properly completed certificate reasonably acceptable to NASCAR and Buyer an affidavit from the applicable transferor, dated as of the Deferred Closing Date, prepared in form and substance described in accordance with Treasury Regulations Regulation Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 of the Code, and (iii) NASCAR shall deliver to BZF by wire transfer of immediately available funds to an account specified in writing by BZF or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, an amount equal to the Consideration; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) by the BZF Repayment Amount, in which case BZF will be deemed to have delivered the BZF Repayment Amount to NASCAR for purposes of this Agreement2(b).

Closing Deliverables. (a) At the Company Share Distribution Initial Closing, , (i) the BJF Personal Representatives Company shall deliver or cause to LDK and BZFbe delivered to SPAC, respectivelya certificate signed by an authorized director or officer of the Company, stock certificates evidencing dated as of the LDK Additional Company Shares and BZF Additional Company SharesInitial Closing Date, respectively, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed certifying that the conditions specified in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and Section 9.02 have been fulfilled; (ii) LDK and BZF, respectively, SPAC shall deliver or cause to be delivered to the BJF Personal Representatives Company, a properly completed certificate reasonably acceptable signed by an authorized director or officer of SPAC, dated as of the Initial Closing Date, certifying that the conditions specified in Section 9.03 have been fulfilled; (iii) SPAC shall deliver, or cause to be delivered, to the BJF Personal Representatives and in form and substance described in Treasury Regulations Section 1.1445-5(b)(3)(iiCompany: A certificate of good standing (or equivalent) stating that each of LDK and BZF, respectively, is not a “foreign person” as defined in Section 1445 SPAC issued by the Secretary of State of the CodeState of Delaware as of a recent date; (A) A secretary’s certificate attaching resolutions of the SPAC Board approving the Transactions; and (B) evidence of approval for listing of the PubCo Ordinary Shares on Nasdaq, subject only to official notice of issuance. (b) At the BZF Company Share Acquisition Closing, the Surviving Company (as the surviving company in the Initial Merger) shall: (i) unless NASCAR delivers cause any documents, opinions and notices required to BZF be delivered to the notice described in clause Trustee pursuant to the Trust Agreement to be so delivered; (iii)ii) pay, BZF shall deliver or cause the Trustee to NASCARpay at the direction and on behalf of the Surviving Company, by wire transfer of immediately available funds from the Trust Account (A) as and when due all amounts payable on account of the SPAC Stockholder Redemption Amount to an account specified former SPAC Stockholders pursuant to their exercise of the SPAC Stockholder Redemption Right, (B) all accrued and unpaid Company Transaction Expenses and, solely to the extent within the SPAC Transaction Expenses Cap, all accrued and unpaid SPAC Transaction Expenses, in writing each case as set forth on written statements delivered by NASCAR or check the Company and SPAC, respectively, to PubCo not less than two (at the election of NASCAR2) or other manner as agreed between the applicable Parties Business Days prior to the Applicable Acquisition Closing Date, which statements shall include the BZF Repayment Amountrespective amounts and wire transfer instructions for payment thereof; and , and (C) immediately thereafter, all remaining amounts then available in the Trust Account (after giving effect to clauses (A) and (B)) (the “Remaining Trust Fund Proceeds”) to a bank account designated by the Surviving Company for its immediate use, subject to this Agreement and the Trust Agreement; and (iii) thereafter, the Trust Account shall terminate, except as otherwise provided in the Trust Agreement. (c) If a bank account of PubCo or any of its Subsidiaries is designated by the Surviving Company under Section 2.04(b)(ii), the payment of the Remaining Trust Fund Proceeds to such bank account may be treated as (i) an advance from the Surviving Company to PubCo or such Subsidiary of PubCo, or (ii) BZF shall deliver a dividend from the Surviving Company to NASCAR (A) stock certificates evidencing the BZF Company SharesPubCo, free and clear of all Liens (other than Liens arising under applicable securities Laws)in each case, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (B) a properly completed certificate reasonably acceptable to NASCAR and in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 of the Code, and (iii) NASCAR shall deliver to BZF by wire transfer of immediately available funds to an account specified in writing by BZF or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, an amount equal to the Consideration; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) determined by the BZF Repayment AmountSurviving Company in its sole discretion, in which case BZF will be deemed subject to have delivered the BZF Repayment Amount to NASCAR for purposes of this Agreementapplicable Laws.

Closing Deliverables. At or before the Closing: (a) At Each Seller shall deliver or cause to be delivered to the Company Share Distribution Closing, SPAC: (i) a duly executed counterpart to this Agreement or, as applicable, a Joinder Agreement; (ii) in the BJF Personal Representatives case of any Seller that is a “United States person” within the meaning of Section 7701(a)(30) of the Code, a properly completed IRS Form W-9; (iii) in the case of any Seller that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code, a properly completed IRS Form W-8 appropriate to such Seller’s circumstances; and (iv) certificates for the number of Existing Company Shares listed opposite such Seller’s name on Annex I with respect to which such Existing Company Shares are to be converted into New Company Class A Common Stock transferred to the SPAC, or, with respect to a Joining Seller, on Exhibit A to such Joining Seller’s Joinder Agreement, duly endorsed and accompanied by a duly executed share transfer form. (b) Each Seller shall deliver or cause to be delivered to Mirion Technologies (HoldingSub1), Ltd. certificates for the number of Loan Notes listed opposite such Seller’s name on Annex I or, with respect to a Joining Seller, as specified on such Joining Seller’s Joinder Agreement. (c) Each Seller shall deliver to LDK the Company and BZFthe SPAC duly executed counterparts to the Registration Rights Agreement. (d) Each Seller agrees that the SPAC and the Company shall be entitled to, respectivelyand shall, stock certificates evidencing prior to payment of any such amounts owed to such Seller, deduct from that portion of the LDK Additional Total Loan Note Consideration and Total Consideration for Ordinary Shares payable to such Seller in respect of such Seller’s Loan Notes and Ordinary Shares (such Seller’s “Seller Total Consideration”) an amount equal to such Seller’s aggregate portion of the Seller-Borne Transaction Expenses, on a pro rata basis based on the proportion that such Seller’s Seller Total Consideration bears to Total Consideration (such amount such Seller’s “Seller-Borne Expense Portion”). Each Seller’s Seller-Borne Expense Portion will be deducted from, or forfeited by, such Seller from such Seller’s Seller Total Consideration in equal proportion from the Seller Total Consideration to be received by Such Seller in cash, New SPAC Class A Common Shares or Units; providing for such purpose that the New SPAC Class A Common Shares or Units to be received by such Seller shall be valued at $10.00. (e) The Company shall deliver or cause to be delivered: (i) to the SPAC and the Sellers party thereto, a duly executed counterpart to this Agreement and the Registration Rights Agreement; (ii) to the SPAC and Intermediate TopCo, (x) a certificate duly executed by the Company in form and substance required under Treasury Regulations Section 1.1445-11T, stating that either (A) fifty percent (50%) or more of the value of the gross assets of the Company does not consist of U.S. real property interests within the meaning of Section 897 of the Code and the Treasury Regulations thereunder (“USRPIs”) or (B) ninety percent (90%) or more of the value of the gross assets of the Company does not consist of USRPIs plus cash or cash equivalents and (y) a properly completed certification from the Company pursuant to Section 1446(f) and Treasury Regulations Section 1.1446(f)-2(b)(4)(i)(B); (iii) to each holder of Existing Company Shares and BZF Additional Company making a Unit Election for Shares (including with respect to a deemed Unit Election for Shares, respectively, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers respect of each such Existing Company Share, certificates or other instruments evidence of transfer duly executed ownership set forth on the shareholder register of the Company with respect to the New Company Class B Common Stock to be owned by such holder following the transactions contemplated by this Article 2; (iv) to each holder of a Loan Note electing to receive Units with respect to a portion of such holder’s Loan Note Equity Consideration, certificates or other evidence of ownership set forth on the loan note register of the Company with respect to that number of New Company Class B Common Stock equal to such holder’s applicable portion of the Loan Note Equity Consideration, based upon such holder’s portion of the aggregate principal and accrued interest with respect to all Loan Notes outstanding as of the Closing Date (such payment to be made in blankaccordance with the Closing Step Plan); (v) to each recipient set forth in Section 2.04(e)(v) of the Company Disclosure Schedule, the amount of Seller-Borne Transaction Expenses due to such recipient; (vi) evidence reasonably acceptable to the SPAC that the Company has settled and terminated the Existing Investment Agreements in compliance with Section 6.06; and (vii) to the SPAC, a payoff letter in customary form (the “Payoff Letter”), which payoff letter shall (i) indicate the total amount required to be paid to fully satisfy all required share transfer tax stamps affixed theretoprincipal, interest, prepayment premiums, penalties or similar obligations related to the Credit Agreement as of the Closing Date (the “Debt Payoff Amount”), and (ii) LDK and BZF, respectively, shall deliver state that all Liens in connection therewith relating to the BJF Personal Representatives a properly completed certificate reasonably acceptable to the BJF Personal Representatives and in form and substance described in Treasury Regulations Section 1.1445-5(b)(3)(ii) stating that each of LDK and BZF, respectively, is not a “foreign person” as defined in Section 1445 assets of the CodeCompany or its Subsidiaries shall be, upon the payment of the Debt Payoff Amount on the Closing Date, released. (bf) At the BZF Company Share Acquisition Closing, The SPAC shall deliver or cause to be delivered: (i) unless NASCAR delivers to BZF each Seller and the notice described in clause (iii)Company, BZF shall deliver a duly executed counterpart to NASCAR, by wire transfer of immediately available funds to an account specified in writing by NASCAR or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, the BZF Repayment Amount, this Agreement; (ii) BZF shall deliver to NASCAR (A) stock certificates evidencing the BZF Company Sharesand the Sellers party thereto, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer a duly executed in blank, with all required share transfer tax stamps affixed thereto, and (B) a properly completed certificate reasonably acceptable counterpart to NASCAR and in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 of the Code, and Registration Rights Agreement; (iii) NASCAR shall deliver to BZF by wire transfer each holder of immediately available funds Existing Company Shares electing to an account specified in writing by BZF or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Datereceive cash, an amount in cash equal to such holder’s Per Ordinary Share Cash Consideration, if any (such payment to be made in accordance with the Closing Step Plan); (iv) to each holder of Existing Company Shares making a Unit Election for Shares, in respect of each such Unit Electing Share, the portion of the Per Ordinary Share Unit Consideration comprising New SPAC Class B Common Shares; (v) to each holder of Existing Company Shares making a SPAC Stock Election for Shares, in respect of such SPAC Stock Electing Share, the portion of the Per Ordinary Share SPAC Stock Consideration comprising New SPAC Class A Common Shares; (vi) to each holder of a Loan Note electing to receive cash, an amount in cash equal to such holder’s Loan Note Cash Consideration; provided, howeverif any (such payment to be made in accordance with the Closing Step Plan); (vii) to each holder of a Loan Note electing to receive New SPAC Class A Common Shares with respect to such holder’s portion of Loan Note Equity Consideration, that NASCARnumber of New SPAC Class A Common Shares equal to such holder’s applicable portion of the Loan Note Equity Consideration (such payment to be made in accordance with the Closing Step Plan); (viii) to each holder of a Loan Note electing to receive Units with respect to such holder’s portion of Loan Note Equity Consideration, upon delivery that number of written notice shares of New SPAC Class B Common Shares equal to BZF not less than one day prior such holder’s applicable portion of the Loan Note Equity Consideration (such payment to be made in accordance with the BZF Company Share Acquisition ClosingClosing Step Plan); (ix) to each recipient set forth in Section 2.04(f)(ix) of the SPAC Disclosure Schedule, may elect to reduce the amount of Consideration delivered pursuant Transaction Expenses due to this clause such recipient; and (iiix) by to the BZF Repayment AmountCompany, in which case BZF will be deemed to have delivered any remaining cash from the BZF Repayment Amount to NASCAR for purposes of this AgreementPIPE Financing and the Trust Account.

Closing Deliverables. On or prior to each Closing Date, the Company shall issue, deliver or cause to be delivered to the Purchaser the following (the “Company Deliverables”): (a) At evidence of the Company Share Distribution issuance of any Preferred Stock required to be issued at such Closing Date, in the name of the Purchaser by book-entry statement from the Transfer Agent (or, if the Purchaser requests that the Preferred Stock is to be represented in certificated form, a certificate representing the Preferred Stock in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit D hereto (the “Stock Certificate”)); (b) for any Warrant required to be issued at such Closing Date, a Warrant registered in the name of the Purchaser; (c) for the Initial Closing, (i) a legal opinion of Company Counsel, dated as of the BJF Personal Representatives shall deliver to LDK and BZF, respectively, stock certificates evidencing the LDK Additional Company Shares and BZF Additional Company Shares, respectively, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (ii) LDK and BZF, respectively, shall deliver to the BJF Personal Representatives a properly completed certificate reasonably acceptable to the BJF Personal Representatives Initial Closing Date and in form and substance described reasonably satisfactory to the Purchaser, executed by such counsel and addressed to the Purchaser; (▇) ▇▇▇▇ executed Irrevocable Transfer Agent Instructions acknowledged in Treasury Regulations Section 1.1445-5(b)(3)(iiwriting by the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, the issuance of the number of shares of Preferred Stock and Warrants registered in the name of such Purchaser (or its nominee, as directed by the Purchaser); (e) stating the Company shall have filed with Nasdaq a Listing of Additional Shares Notification, including with respect to the Conversion Shares and Warrant Shares, and for any Subsequent Closing Date shall not have received written notice from Nasdaq that each it has objected to the transactions contemplated in the Transaction Documents; (f) in connection with the Initial Closing Date: (i) a certificate of LDK the Secretary of the Company (the “Secretary’s Certificate”), dated as of the applicable Closing Date, certifying (A) the resolutions adopted by the Board of Directors or a duly authorized committee thereof approving the transactions contemplated by this Agreement, the other Transaction Documents and BZFthe issuance of the Securities, respectively(B) the current versions of the certificate of incorporation, is not a “foreign person” as defined amended, and bylaws, as amended, of the Company and (C) as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company, in substantially the form attached hereto as Exhibit F; (ii) the Compliance Certificate referred to in Section 1445 5.1(h); and (iii) a certificate evidencing the formation and good standing of the CodeCompany issued by the Secretary of State of the State of Delaware, as of a date within three (3) Business Days of the Initial Closing Date. (bg) At the BZF Company Share Acquisition Closing, (i) unless NASCAR delivers to BZF the notice described in clause (iii), BZF shall deliver to NASCAR, by wire transfer of immediately available funds to an account specified in writing by NASCAR or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable connection with any Closing Date, a certified copy of a Certificate of Designation in substantially the BZF Repayment Amount, (ii) BZF shall deliver form attached hereto as Exhibit A with respect to NASCAR (A) stock certificates evidencing any Series A Preferred Stock required to be issued on the BZF Company Shares, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed Closing Date or in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, substantially the form attached hereto as Exhibit B with all respect to any Series B Preferred Stock required share transfer tax stamps affixed thereto, and (B) a properly completed certificate reasonably acceptable to NASCAR and in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 of be issued on the Code, and (iii) NASCAR shall deliver to BZF by wire transfer of immediately available funds to an account specified in writing by BZF or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, an amount equal to as filed with the ConsiderationSecretary of State of the State of Delaware; providedand (h) in connection with any Subsequent Closing Date, howevera bringdown officer’s certificate, that NASCAR, upon delivery of written notice to BZF not less than one day prior to substantially in the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) by the BZF Repayment Amount, in which case BZF will be deemed to have delivered the BZF Repayment Amount to NASCAR for purposes of this Agreement.form attached hereto as Exhibit G.