Common use of Additional Closing Clause in Contracts

Additional Closing. i. The obligations of KiOR to sell the Notes, and of the Purchasers to purchase the Notes are subject to the fulfillment, on or before each Additional Closing, of each of the following conditions: (a) The notifications of the Purchasers and KiOR pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated; and (b) Consummation of the transactions contemplated hereby or by the Transaction Documents shall not have been restrained, enjoined or otherwise prohibited or made illegal by, or conditioned upon the receipt of any approvals or consents from Governmental Authorities under, any applicable law. ii. The obligations of KiOR to sell the Notes are subject to the fulfillment, on or before any Additional Closing, of each of the following conditions, unless otherwise waived by KiOR: (a) each Purchaser shall pay to KiOR, by wire transfer of immediately available funds, the applicable amount set forth opposite such Purchaser’s name under the heading “Additional Closing” on the Schedule of Purchasers for the Notes being purchased by such Purchaser at the Additional Closing. The Additional Closing shall not be deemed to occur, and all such payments by any Purchaser shall be deemed to be held in escrow, until all Purchasers listed on the Schedule of Purchasers have tendered to KiOR the applicable Purchase Price indicated thereon; and (b) each of the representations and warranties of each Purchaser in this Agreement and the other Transaction Documents shall be true and correct on the date of the Additional Closing, and the occurrence of such Additional Closing shall be deemed to be a representation and warranty of each Purchaser that such representations and warranties are true and correct. iii. The obligations of each Purchaser to purchase the Notes are subject to the fulfillment, on or before each Additional Closing, of each of the following conditions, unless otherwise waived by such Purchaser: (a) the Required Purchasers shall have determined that the Company shall have satisfied the applicable Milestone (as determined in the sole discretion of (and to the satisfaction of) the Required Purchasers); (b) the representations and warranties of the Company set forth in Section 4 of this Agreement shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by “materiality” or “Material Adverse Effect” in the text thereof) on and as of such Additional Closing, and no Default or Event of Default shall have occurred and be continuing as of the date of such Additional Closing; and (c) the Company shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Company on or before such Additional Closing.

Additional Closing. i. (i) The obligations of KiOR to sell the Notes, and of Company hereunder in connection with the Purchasers to purchase the Notes Additional Closing are subject to the fulfillment, on or before each Additional Closing, of each of the following conditionsconditions being met: (a) The notifications of i. the Purchasers and KiOR pursuant to the HSR Act, if any, Company shall have been made and received the applicable waiting period and any extensions thereof shall have expired or been terminated; and (b) Consummation of the transactions contemplated hereby or by the Transaction Documents shall not have been restrained, enjoined or otherwise prohibited or made illegal by, or conditioned upon the receipt of any approvals or consents from Governmental Authorities under, any applicable law.Nasdaq Stockholder Approval; ii. The obligations of KiOR to sell the Notes are subject accuracy in all material respects (or, to the fulfillmentextent representations or warranties are qualified by materiality or Material Adverse Effect, on or before any Additional Closing, of each of the following conditions, unless otherwise waived by KiOR: (ain all respects) each Purchaser shall pay to KiOR, by wire transfer of immediately available funds, the applicable amount set forth opposite such Purchaser’s name under the heading “Additional Closing” when made and on the Schedule of Purchasers for the Notes being purchased by such Purchaser at the Additional Closing. The Additional Closing shall not be deemed to occur, and all such payments by any Purchaser shall be deemed to be held in escrow, until all Purchasers listed on the Schedule of Purchasers have tendered to KiOR the applicable Purchase Price indicated thereon; and (b) each Date of the representations and warranties of each Purchaser the Purchasers contained herein (unless such representation or warranty is as of a specific date therein in this Agreement and the other Transaction Documents which case they shall be true and correct on accurate in all material respects (or, to the date of the Additional Closingextent representations or warranties are qualified by materiality or Material Adverse Effect, and the occurrence in all respects) as of such Additional Closing shall be deemed to be a representation date); iii. all obligations, covenants and warranty agreements of each Purchaser that such representations and warranties are true and correctrequired to be performed at or prior to the Additional Closing Date shall have been performed; and iv. the delivery by each Purchaser of the items set forth in Section 2.3(b)(ii) of this Agreement. iii. (ii) The respective obligations of each Purchaser to purchase the Notes Purchasers hereunder in connection with the Additional Closing are subject to the fulfillmentfollowing conditions being met, on provided, however that such conditions may be waived, modified or before each Additional Closing, of each of amended by the following conditions, unless otherwise waived by such Purchaser: (a) the Required Purchasers shall have determined that i. the Company shall have satisfied received the applicable Milestone Nasdaq Stockholder Approval; ii. the accuracy in all material respects (as determined in the sole discretion of (and or, to the satisfaction ofextent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Required Purchasers); (b) Additional Closing Date of the representations and warranties of the Company set forth contained herein (unless such representation or warranty is as of a specific date therein in Section 4 of this Agreement which case they shall be true and correct accurate in all material respects (except that such materiality qualifier shall not be applicable or, to any the extent representations and or warranties that already are qualified by materiality or modified by “materiality” or “Material Adverse Effect” , in the text thereofall respects) on and as of such Additional Closingdate); iii. all obligations, covenants and no Default or Event of Default shall have occurred and be continuing as agreements of the date of such Additional Closing; and (c) the Company shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed at or complied with prior to the Additional Closing Date shall have been performed; iv. the delivery by the Company of the items set forth in Section 2.3(b)(i) of this Agreement; v. there shall have been no Material Adverse Effect with respect to the Company; vi. no Event of Default (as defined in the Notes) shall have occurred or be continuing; and vii. from the date hereof to the Additional Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market and, at any time prior to the Additional Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or before on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Additional Closing.

Additional Closing. i. The obligations If the full number of KiOR to sell the Notesauthorized shares of Series A Preferred Stock and Warrants is not sold at the Initial Closing, one additional closing (the "Additional Closing", and the Additional Closing and the Initial Closing being referred to as a "Closing") may occur on any day on or prior to May 9, 2005 (or such later date as agreed to in writing by the Company and the Purchasers) for the sale of up to the balance of the Purchasers authorized but unissued Series A Preferred Stock and Warrants to purchase such persons as the Notes are subject to Company may determine, so long as the fulfillment, on or before each sale of such securities at the Additional Closing, of each of the following conditions: (a) The notifications of the Purchasers and KiOR Closing is effected pursuant to the HSR Actterms of this Agreement and at a price per share paid in cash, if any, shall have been made and no less than the applicable waiting period and any extensions thereof shall have expired or been terminated; and (b) Consummation of the transactions contemplated hereby or by the Transaction Documents shall not have been restrained, enjoined or otherwise prohibited or made illegal by, or conditioned upon the receipt of any approvals or consents from Governmental Authorities under, any applicable law. ii. The obligations of KiOR to sell the Notes are subject to the fulfillment, on or before any Additional Closing, of each of the following conditions, unless otherwise waived by KiOR: (a) each Purchaser shall pay to KiOR, by wire transfer of immediately available funds, the applicable amount set forth opposite such Purchaser’s name under the heading “Additional Closing” on the Schedule of Purchasers for the Notes being purchased by such Purchaser at the Additional Closingper share Purchase Price. The Additional Closing shall not be deemed effected in the manner set forth in Section 1.3. Any individual or entity purchasing securities at the Additional Closing (each, an "Additional Purchaser," and collectively "Additional Purchasers") shall execute a signature page to occur, and all such payments by any Purchaser shall be deemed to be held in escrow, until all Purchasers listed on the Schedule of Purchasers have tendered to KiOR the applicable Purchase Price indicated thereon; and (b) each of the representations and warranties of each Purchaser in this Agreement and the other Transaction Documents Company shall be true and correct on the date of the Additional Closing, and the occurrence of update Exhibit A hereto to include each such Additional Closing Purchaser, at which time each such Additional Purchasers shall be deemed to be a representation "Purchaser" hereunder for purposes of this Agreement and warranty of each Purchaser that such representations all other agreements contemplated hereby, and warranties are true and correct. iiia "Holder" under the Rights Agreement (as defined in Section 2.1). The obligations of each Purchaser to purchase At the Notes are subject to the fulfillment, on or before each Additional Closing, of each of the following conditions, unless otherwise waived by such Purchaser: (ai) the Required Company will deliver to the Additional Purchasers shall have determined that the various certificates, instruments and documents referred to in Section 2.1(a) hereof, (ii) the Additional Purchasers will deliver to the Company shall have satisfied the applicable Milestone (as determined in the sole discretion of (various certificates, instruments and documents referred to the satisfaction of) the Required Purchasers); (b) the representations and warranties of the Company set forth in Section 4 of this Agreement shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by “materiality” or “Material Adverse Effect” in the text thereof2.1(b) on and as of such Additional Closingbelow, and no Default or Event of Default shall have occurred and be continuing as of the date of such Additional Closing; and (ciii) the Company shall have performed deliver to each Additional Purchaser a share certificate and complied with all covenants, agreements, obligations Warrant registered in such Additional Purchaser's name representing the shares of Series A Preferred Stock and conditions contained in this Agreement Warrants that are required such Additional Purchaser is to receive from the Company at the Additional Closing to be performed set forth opposite such Additional Purchaser's name on the updated Exhibit A hereto, against payment of the purchase price therefor by check or complied with wire transfer to an account designated by the Company on or before such other means acceptable to the Company. The Initial Purchased Securities and the securities, if any, purchased at the Additional Closing, are referred to herein as the "Purchased Securities."

Additional Closing. i. The obligations of KiOR Subject to sell Section 1.3, if the Notes, and of Company grants the Purchasers underwriters an over-allotment option to purchase additional ADSs representing Ordinary Shares (the Notes are subject to the fulfillment“Optional Shares”), on or before each Additional Closing, of each of the following conditionsthen: (ai) The notifications if the underwriters purchase any such Optional Shares, and, solely as a result of (x) the issuance of ADSs by the Company in the Offering in excess of 9,000,000 ADSs; or (y) the issuance of the Purchasers Optional Shares (the “Greenshoe Offering”); or (z) a combination of (x) and KiOR pursuant to (y), the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated; and (b) Consummation Purchaser’s shareholding of the transactions contemplated hereby or by Company’s total outstanding Ordinary Shares will be below 8% of the Transaction Documents shall not have been restrained, enjoined or otherwise prohibited or made illegal by, or conditioned Company’s total outstanding Ordinary Shares upon the receipt of any approvals or consents from Governmental Authorities under, any applicable law. ii. The obligations of KiOR to sell the Notes are subject to the fulfillment, on or before any Additional Closing, of each closing of the following conditionsGreenshoe Offering, unless otherwise waived by KiOR: then the additional closing (a) each Purchaser shall pay to KiOR, by wire transfer of immediately available funds, the applicable amount set forth opposite such Purchaser’s name under the heading “Additional Closing” on ”) of the Schedule sale and purchase of Purchasers additional Ordinary Shares pursuant to Section 1.1 shall take place concurrently with the closing of the Greenshoe Offering at the same office for the Notes being purchased by closing of the Greenshoe Offering or at such other place as the Company and the Purchaser at the Additional Closingmay mutually agree. The Additional Closing Company shall not be deemed promptly issue a notice to occur, and all such payments by any the Purchaser shall be deemed to be held in escrow, until all Purchasers listed on if the Schedule of Purchasers have tendered to KiOR underwriters exercise the applicable Purchase Price indicated thereon; and (b) each of the representations and warranties of each Purchaser in this Agreement and the other Transaction Documents shall be true and correct on the date of the Additional Closingover-allotment option, and the occurrence Purchaser shall promptly issue a notice to the Company with respect to the Purchaser’s shareholding in the Company. The total number of such additional Ordinary Shares that the Purchaser will purchase at the Additional Closing shall be deemed to be a representation and warranty such that, together with the Ordinary Shares (whether or not represented by ADSs) the Purchaser has acquired, will result in the Purchaser holding 8% of each Purchaser that such representations and warranties are true and correctthe Company’s total outstanding Ordinary Shares upon the Additional Closing. iii(ii) if the underwriters do not exercise such option, and, solely as a result of the issuance of ADSs by the Company in the Offering in excess of 9,000,000 ADSs, the Purchaser’s shareholding of the Company’s total outstanding Ordinary Shares will be below 8% of the Company’s total outstanding Ordinary Shares on the 30th day following the Initial Closing, then the Additional Closing of the sale and purchase of the Ordinary Shares pursuant to Section 1.1 shall take place on such 30th day following the Initial Closing at the same office for the Initial Closing or at such other place as the Company and the Purchaser may mutually agree. The obligations of each Purchaser to purchase the Notes are subject shall issue a notice to the fulfillment, on or before each Additional Closing, of each of Company with respect to the following conditions, unless otherwise waived by such Purchaser: (a) the Required Purchasers shall have determined that ’s shareholding in the Company shall have satisfied the applicable Milestone (as determined in the sole discretion of (and to the satisfaction of) the Required Purchasers); (b) the representations and warranties of the Company set forth in Section 4 of this Agreement shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by “materiality” or “Material Adverse Effect” in the text thereof) on and as of such 30th day following the Initial Closing. The total number of additional Ordinary Shares that the Purchaser will purchase at the Additional ClosingClosing shall be such that, and no Default together with the Ordinary Shares (whether or Event of Default shall have occurred and be continuing as not represented by ADSs) the Purchaser has acquired, will result in the Purchaser holding 8% of the date of such Additional Closing; and (c) Company’s total outstanding Ordinary Shares upon the Company shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Company on or before such Additional Closing. (iii) The Additional Closing and the Initial Closing are referred to herein collectively as the “Closings” and individually a “Closing.” The date and time of the Additional Closing are referred to herein as the “Additional Closing Date.” The Additional Closing Date and the Initial Closing Date are referred to herein collectively as the “Closing Dates” and individually as a “Closing Date.” For the avoidance of doubt and solely for the purpose of shareholding calculation in this Subsection 1.2(b), the Company’s total outstanding Ordinary Shares shall exclude Ordinary Shares issuable upon the exercise of outstanding stock options after the applicable date of calculation.

Additional Closing. i. The obligations At Buyer's sole and absolute discretion, exercisable for a period of KiOR 30 days immediately subsequent to sell its receipt from Sellers of an Additional Closing Notice (as defined below), Buyer may purchase any or all of the NotesSimulators listed on Schedule 4.14 together with all Leases and other assets relating thereto, including without limitation the Leases listed on Schedule 4.14 (the "Additional Assets"), and identified in such Additional Closing Notice for the cash purchase price indicated on such Schedule for such Simulators. On the date of this Agreement Buyer shall pay a $528,000 non-refundable deposit (the "Deposit") toward the cash purchase price of the Purchasers Additional Assets in immediately available funds to PL. The Deposit shall be applied toward the cash purchase price of any or all of the Additional Assets which Buyer elects to purchase and Buyer shall pay the Notes are subject to the fulfillment, on or before each Additional Closing, of each of the following conditions: (a) The notifications of the Purchasers and KiOR pursuant to the HSR Actbalance, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated; and (b) Consummation of the transactions contemplated hereby or cash purchase price for such Additional Assets upon delivery by the Transaction Documents Sellers of such Additional Assets. Buyer acknowledges and agrees that it shall not have been restrained, enjoined or otherwise prohibited or made illegal by, or conditioned upon the receipt of forfeit any approvals or consents from Governmental Authorities under, any applicable law. ii. The obligations of KiOR to sell the Notes are subject to the fulfillment, on or before any Additional Closing, of each portion of the following conditions, unless otherwise waived by KiOR: (a) each Purchaser shall pay to KiOR, by wire transfer of immediately available funds, Deposit that is not so applied towards the applicable amount set forth opposite such Purchaser’s name under the heading “Additional Closing” on the Schedule of Purchasers for the Notes being purchased by such Purchaser at the Additional Closing. The Additional Closing shall not be deemed to occur, and all such payments by any Purchaser shall be deemed to be held in escrow, until all Purchasers listed on the Schedule of Purchasers have tendered to KiOR the applicable Purchase Price indicated thereon; and (b) each of the representations and warranties of each Purchaser in this Agreement and the other Transaction Documents shall be true and correct on the date purchase of the Additional ClosingAssets. Upon the consummation of any such purchase, and IMTS shall issue an additional warrant to Buyer, in the occurrence same form as the Warrant, exercisable for a number of shares of Common Stock equal to (i) the sum of the (x) the aggregate cash purchase price for the Additional Assets purchased minus (y) the amount, if any, of the Deposit applied to the purchase of such Additional Assets times (ii) 2.5. Sellers shall deliver an Additional Closing shall be deemed Notice with respect to be each Simulator listed on Schedule 4.14 no later than 10 days prior the installation of such Simulator and, in any event, no later than May 31, 2005, and Sellers acknowledge that any failure to do so would result in a representation and warranty of each Purchaser loss to Buyer subject to indemnification under Section 4 in an amount equal to Buyer's reasonable anticipated profits from the Additional Assets. To the extent that such representations and warranties are true and correct. iii. The obligations of each Purchaser Buyer elects not to purchase the Notes are subject any Additional Assets, and Sellers enter into more favorable Leases (by amendment or otherwise) with respect thereto prior to the fulfillment, on or before each Additional Closing, of each stated termination of the following conditionsLeases described in any Additional Closing Notice or Notices, unless otherwise waived by such Purchaser: (a) the Required Purchasers Sellers shall have determined that the Company shall have satisfied the applicable Milestone (as determined in the sole discretion of (and promptly pay to Buyer an amount equal to the satisfaction of) the Required Purchasers); (b) the representations and warranties present value of the Company set forth any such favorable difference in Section 4 of this Agreement shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by “materiality” or “Material Adverse Effect” in the text thereof) on and as of such Additional Closing, and no Default or Event of Default shall have occurred and be continuing as of the date of such Additional Closing; and (c) the Company shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Company on or before such Additional Closingeconomic terms.

Additional Closing. i. (i) The obligations of KiOR to sell the Notes, and of Company hereunder in connection with the Purchasers to purchase the Notes Additional Closing are subject to the fulfillment, on or before each Additional Closing, of each of the following conditionsconditions being met: i. the accuracy in all material respects (a) The notifications of the Purchasers and KiOR pursuant or, to the HSR Actextent representations or warranties are qualified by materiality or Material Adverse Effect, if any, shall have been in all respects) when made and the applicable waiting period and any extensions thereof shall have expired or been terminated; and (b) Consummation of the transactions contemplated hereby or by the Transaction Documents shall not have been restrained, enjoined or otherwise prohibited or made illegal by, or conditioned upon the receipt of any approvals or consents from Governmental Authorities under, any applicable law. ii. The obligations of KiOR to sell the Notes are subject to the fulfillment, on or before any Additional Closing, of each of the following conditions, unless otherwise waived by KiOR: (a) each Purchaser shall pay to KiOR, by wire transfer of immediately available funds, the applicable amount set forth opposite such Purchaser’s name under the heading “Additional Closing” on the Schedule of Purchasers for the Notes being purchased by such Purchaser at the Additional Closing. The Additional Closing shall not be deemed to occur, and all such payments by any Purchaser shall be deemed to be held in escrow, until all Purchasers listed on the Schedule of Purchasers have tendered to KiOR the applicable Purchase Price indicated thereon; and (b) each Date of the representations and warranties of each Purchaser the Purchasers contained herein (unless such representation or warranty is as of a specific date therein in this Agreement and the other Transaction Documents which case they shall be true and correct on accurate in all material respects (or, to the date of the Additional Closingextent representations or warranties are qualified by materiality or Material Adverse Effect, and the occurrence in all respects) as of such Additional Closing shall be deemed to be a representation date); ii. all obligations, covenants and warranty agreements of each Purchaser that such representations and warranties are true and correct.required to be performed at or prior to the Additional Closing Date shall have been performed; and iii. the delivery by each Purchaser of the items set forth in Section 2.4(c)(ii) of this Agreement. (ii) The respective obligations of each Purchaser to purchase the Notes Purchasers hereunder in connection with the Additional Closing are subject to the fulfillmentfollowing conditions being met, on provided, however that such conditions may be waived, modified or before each Additional Closing, of each of amended by the following conditions, unless otherwise waived by such Purchaser: i. the accuracy in all material respects (a) the Required Purchasers shall have determined that the Company shall have satisfied the applicable Milestone (as determined in the sole discretion of (and or, to the satisfaction ofextent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Required Purchasers); (b) Additional Closing Date of the representations and warranties of the Company set forth contained herein (unless such representation or warranty is as of a specific date therein in Section 4 of this Agreement which case they shall be true and correct accurate in all material respects (except that such materiality qualifier shall not be applicable or, to any the extent representations and or warranties that already are qualified by materiality or modified by “materiality” or “Material Adverse Effect” , in the text thereofall respects) on and as of such Additional Closingdate); ii. all obligations, covenants and no Default or Event of Default shall have occurred and be continuing as agreements of the date of such Additional Closing; and (c) the Company shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed at or complied with prior to the Additional Closing Date shall have been performed; iii. the delivery by the Company of the items set forth in Section 2.4(c)(i) of this Agreement; iv. there shall have been no Material Adverse Effect with respect to the Company; v. no Event of Default (as defined in the Notes) shall have occurred or be continuing; and vi. from the date hereof to the Additional Closing Date, trading in the Ordinary Shares shall not have been suspended by the Commission or the Company’s principal Trading Market and, at any time prior to the Additional Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or before on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Additional Closing.

Additional Closing. i. The obligations obligation of KiOR the Company hereunder to issue and sell the Notes, and of Additional Notes to the Purchasers to purchase Investor at the Notes are Additional Closing is subject to the fulfillmentsatisfaction, on at or before each the Additional Closing, of each of the following conditions: (a) The notifications of the Purchasers and KiOR pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated; and (b) Consummation of the transactions contemplated hereby or by the Transaction Documents shall not have been restrained, enjoined or otherwise prohibited or made illegal by, or conditioned upon the receipt of any approvals or consents from Governmental Authorities under, any applicable law. ii. The obligations of KiOR to sell the Notes are subject to the fulfillment, on or before any Additional ClosingClosing Date, of each of the following conditions, unless otherwise provided that these conditions are for the Company's sole benefit and may be waived by KiORthe Company at any time in its sole discretion by providing the Investor with prior written notice thereof: (ai) The Investor shall have executed each Purchaser of the Transaction Documents to which it is a party and delivered the same to the Company. (ii) The Investor shall pay have delivered for the Additional Notes being purchased by the Investor at the Additional Closing its Additional Cash Purchase Price to KiORthe Company (less the amounts withheld pursuant to Section 4(f)), by wire transfer of immediately available funds, funds pursuant to the applicable amount set forth opposite such Purchaser’s name under wire instructions provided by the heading “Additional Closing” on Company. (iii) The Collateral Agent will have duly executed the Schedule of Purchasers for the Notes being purchased by such Purchaser at the Additional Closing. The Additional Closing shall not be deemed to occurSubordination Agreements, and all such payments by any Purchaser Subordination Agreements shall be deemed to be held remain in escrow, until all Purchasers listed on the Schedule of Purchasers have tendered to KiOR the applicable Purchase Price indicated thereon; andfull force and effect. (biv) each of the The representations and warranties of each Purchaser in this Agreement and the other Transaction Documents Investor shall be true and correct on as of the date when made and as of the Additional Closing, and the occurrence of such Additional Closing shall be deemed to be a representation and warranty of each Purchaser Date as though made at that such time (except for representations and warranties are true and correct. iii. The obligations that speak as of each Purchaser to purchase the Notes are subject to the fulfillment, on or before each Additional Closing, of each of the following conditions, unless otherwise waived by such Purchaser: (a) the Required Purchasers shall have determined that the Company shall have satisfied the applicable Milestone (as determined in the sole discretion of (and to the satisfaction of) the Required Purchasers); (b) the representations and warranties of the Company set forth in Section 4 of this Agreement a specific date which shall be true and correct as of such specified date), and the Investor shall have performed, satisfied and complied in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by “materiality” or “Material Adverse Effect” in with the text thereof) on and as of such Additional Closing, and no Default or Event of Default shall have occurred and be continuing as of the date of such Additional Closing; and (c) the Company shall have performed and complied with all covenants, agreements, obligations agreements and conditions contained in required by this Agreement that are required to be performed performed, satisfied or complied with by the Investor at or prior to the Additional Closing Date. (v) The Company on or before shall have received the Waiver duly executed and delivered by the Existing Required Holders, and such Additional ClosingWaiver shall remain in full force and effect. (vi) The Investor shall have delivered to the Company the Forbearance Agreement, duly executed by the Investor, and such Forbearance Agreement shall remain in full force and effect.

Additional Closing. i. The obligations of KiOR to sell the Notes, and of the Purchasers to purchase the Notes are subject to the fulfillment, On a Trading Day that (A) is on or before each Additional Closing, of each of the following conditions: (a) The notifications of the Purchasers and KiOR pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated; and (b) Consummation of the transactions contemplated hereby or by the Transaction Documents shall not have been restrained, enjoined or otherwise prohibited or made illegal by, or conditioned upon the receipt of any approvals or consents from Governmental Authorities under, any applicable law. ii. The obligations of KiOR to sell the Notes are subject to the fulfillment, on or before any Additional Closing, of each of the following conditions, unless otherwise waived by KiOR: (a) each Purchaser shall pay to KiOR, by wire transfer of immediately available funds, the applicable amount set forth opposite such Purchaser’s name under the heading “Additional Closing” on the Schedule of Purchasers for the Notes being purchased by such Purchaser at the Additional Closing. The Additional Closing shall not be deemed to occurDeadline, and all such payments by any Purchaser shall be deemed to be held in escrow, until all Purchasers listed on the Schedule of Purchasers have tendered to KiOR the applicable Purchase Price indicated thereon; and (bB) each of the representations and warranties of each Purchaser in this Agreement and the other Transaction Documents shall be true and correct on follows the date of on which the Additional Closing, and the occurrence of such Additional Closing shall be deemed to be a representation and warranty of each Purchaser that such representations and warranties are true and correct. iii. The obligations of each Purchaser to purchase the Notes are subject to the fulfillment, on or before each Additional Closing, of each of the following conditions, unless otherwise waived by such Purchaser: (a) the Required Purchasers shall have determined that the Company shall have satisfied the applicable Milestone (as determined in the sole discretion of (and to the satisfaction of) the Required Purchasers); (b) the representations and warranties of the Company conditions set forth in Section 4 of this Agreement shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by “materiality” or “Material Adverse Effect” in the text thereof) on and as of such Additional Closing, and no Default or Event of Default 2.4 shall have occurred been satisfied or duly waived and be continuing (C) is proposed by the Company and reasonably acceptable to each Initial Purchaser and mutually agreed by the Company and each Initial Purchaser (the “Additional Closing Date”), upon the terms and subject to the conditions set forth herein, the Company may request to sell additional Notes (the “Additional Notes”) having an aggregate principal amount not to exceed $555,555.56 and for a Purchase Price that reflects the same original issue discount shown on Schedule I for the Initial Notes, by delivering to the Collateral Agent a notice specifying the aggregate Initial Principal Amount requested, the Purchase Price and the proposed Additional Closing Date, as well as certifying that the conditions set forth on Section 2.4 (other than the deliveries described in Section 2.2(c)) are satisfied as of the date of such notice (the “Additional Closing; Closing Notice”). The Collateral Agent shall forward such notice to each Purchaser and , upon receipt, each such Purchaser may, in its sole discretion, decide to purchase its Pro Rata Portion of the Additional Notes by notifying the Collateral Agent within five (c5) Business Days of receipt of such Additional Closing Notice and indicating in its notice whether such Purchaser is interested in purchasing Additional Notes in excess of its allocated Pro Rata Portion if available and, if so, its maximum additional Purchase Price. Should some Purchasers decline to purchase their Pro Rata Portion of the Company Additional Notes, the Collateral Agent may, in its sole discretion, reallocate such Pro Rata Portion to Purchasers having indicated such an interest in purchasing Additional Notes in excess of their allocation. Should there not be enough such Purchasers to purchase such Pro Rata Portion, the Collateral Agent may, in its sole discretion, offer such Pro Rata Portion to third parties. Each such third party that agrees to purchase Additional Notes shall have performed execute and complied with all covenantsdeliver to the Collateral Agent a Joinder Agreement and, agreements, obligations and conditions contained in this whether or not such Joinder Agreement that are required to shall be performed or complied with acknowledged by the Company Company, shall thereafter for all purposes be a party hereto and have the same rights, benefits and obligations as a Purchaser party hereto on or before such the Additional ClosingClosing Date.

Additional Closing. i. (i) The obligations of KiOR to sell the Notes, and of Company hereunder in connection with the Purchasers to purchase the Notes Additional Closing are subject to the fulfillment, on or before each Additional Closing, of each of the following conditionsconditions being met: (aA) The notifications of the Purchasers and KiOR pursuant accuracy in all material respects (or, to the HSR Actextent representations or warranties are qualified by materiality or Material Adverse Effect, if any, shall have been in all respects) when made and the applicable waiting period and any extensions thereof shall have expired or been terminated; and (b) Consummation of the transactions contemplated hereby or by the Transaction Documents shall not have been restrained, enjoined or otherwise prohibited or made illegal by, or conditioned upon the receipt of any approvals or consents from Governmental Authorities under, any applicable law. ii. The obligations of KiOR to sell the Notes are subject to the fulfillment, on or before any Additional Closing, of each of the following conditions, unless otherwise waived by KiOR: (a) each Purchaser shall pay to KiOR, by wire transfer of immediately available funds, the applicable amount set forth opposite such Purchaser’s name under the heading “Additional Closing” on the Schedule of Purchasers for the Notes being purchased by such Purchaser at the Additional Closing. The Additional Closing shall not be deemed to occur, and all such payments by any Purchaser shall be deemed to be held in escrow, until all Purchasers listed on the Schedule of Purchasers have tendered to KiOR the applicable Purchase Price indicated thereon; and (b) each Date of the representations and warranties of each Purchaser contained herein (unless as of a specific date therein in this Agreement and the other Transaction Documents which case they shall be true and correct on the date of the Additional Closing, and the occurrence accurate as of such Additional Closing shall be deemed to be a representation date); (B) all obligations, covenants and warranty agreements of each Purchaser that such representations and warranties are true and correctrequired to be performed at or prior to the Additional Closing Date shall have been performed; and (C) the Company shall have received Stockholder Approval. iii. (ii) The obligations of each Purchaser to purchase hereunder in connection with the Notes Additional Closing are subject to the fulfillment, on or before each Additional Closing, of each of the following conditions, unless otherwise waived by such Purchaserconditions being met: (aA) the Required Purchasers shall have determined that the Company shall have satisfied the applicable Milestone accuracy in all material respects (as determined in the sole discretion of (and or, to the satisfaction ofextent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Required Purchasers); (b) Additional Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate in all respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date); (B) all obligations, covenants and agreements of the Company required to be performed at or prior to the Additional Closing Date shall have been performed; (C) the delivery by the Company of the items set forth in Section 4 2.3(b)(i) of this Agreement; (D) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; (E) the Registration Statement shall be effective on the date of this Agreement and at the Additional Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or shall be true pending or contemplated by the Commission and correct any request on the part of the Commission for additional information shall have been complied with; (F) from the date hereof to the Additional Closing Date, trading in all material respects (except that such materiality qualifier the Common Stock shall not be applicable have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Initial Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any representations and warranties that already are qualified Trading Market, nor shall a banking moratorium have been declared either by the United States or modified by “materiality” New York State authorities nor shall there have occurred any material outbreak or “Material Adverse Effect” escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the text thereof) on and as of such Additional Closing, and no Default or Event of Default shall have occurred and be continuing as reasonable judgment of the date of such Additional Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Initial Closing; and (cG) the Company shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Company on or before such Additional Closingreceived Stockholder Approval.

Additional Closing. i. The obligations obligation of KiOR the Company hereunder to issue and sell the Notes, Additional Preferred Shares and of the Purchasers related Additional Warrants to purchase each Buyer at the Notes are Additional Closing is subject to the fulfillmentsatisfaction, on at or before each the Additional Closing, of each of the following conditions: (a) The notifications of the Purchasers and KiOR pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated; and (b) Consummation of the transactions contemplated hereby or by the Transaction Documents shall not have been restrained, enjoined or otherwise prohibited or made illegal by, or conditioned upon the receipt of any approvals or consents from Governmental Authorities under, any applicable law. ii. The obligations of KiOR to sell the Notes are subject to the fulfillment, on or before any Additional ClosingClosing Date, of each of the following conditions, unless otherwise provided that these conditions are for the Company's sole benefit and may be waived by KiORthe Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (ai) Such Buyer shall have executed each Purchaser of the Transaction Documents to which it is a party and delivered the same to the Company. (ii) Such Buyer and each other Buyer shall pay have delivered to KiOR, the Company the Additional Purchase Price for the Additional Preferred Shares and the related Additional Warrants being purchased by such Buyer at the Additional Closing by wire transfer of immediately available funds, funds pursuant to the applicable amount set forth opposite such Purchaser’s name under wire instructions provided by the heading “Additional Closing” on the Schedule of Purchasers for the Notes being purchased by such Purchaser at the Additional Closing. The Additional Closing shall not be deemed to occur, and all such payments by any Purchaser shall be deemed to be held in escrow, until all Purchasers listed on the Schedule of Purchasers have tendered to KiOR the applicable Purchase Price indicated thereon; andCompany. (biii) each of the The representations and warranties of each Purchaser in this Agreement and the other Transaction Documents shall be true and correct on the date of the Additional Closing, and the occurrence of such Additional Closing shall be deemed to be a representation and warranty of each Purchaser that such representations and warranties are true and correct. iii. The obligations of each Purchaser to purchase the Notes are subject to the fulfillment, on or before each Additional Closing, of each of the following conditions, unless otherwise waived by such Purchaser: (a) the Required Purchasers shall have determined that the Company shall have satisfied the applicable Milestone (as determined in the sole discretion of (and to the satisfaction of) the Required Purchasers); (b) the representations and warranties of the Company set forth in Section 4 of this Agreement Buyer shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any for those representations and warranties that already are qualified by materiality or modified by “materiality” or “Material Adverse Effect” , which shall be true and correct in the text thereofall respects) on and as of such Additional Closing, and no Default or Event of Default shall have occurred and be continuing as of the date when made and as of the Additional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such Additional Closing; and (cspecified date) the Company and such Buyer shall have performed performed, satisfied and complied in all material respects with all the covenants, agreements, obligations agreements and conditions contained in this Agreement that are required by the Transaction Documents to be performed performed, satisfied or complied with by such Buyer at or prior to the Company on Additional Closing Date. (iv) No litigation, statute, rule, regulation, executive order, decree, ruling or before such Additional Closinginjunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

Additional Closing. i. (i) Each Purchaser and the Company shall each have the right to deliver a written notice to the other (the "Additional Financing Notice") requiring such other party to either sell or buy (severally and not jointly), as the case may be, the Additional Securities for the Additional Purchase Price. The obligations Additional Financing Notice may be delivered no earlier than 190 days following the Closing Date and no later than 210 days following the Closing Date, or as otherwise agreed to by the parties hereto. At the Additional Closing each Purchaser which receives or delivers an Additional Closing ------ 2 The number which equals 7.5% of KiOR to sell $7,000,000 divided by the Notes, and lesser of (i) 110% of the Purchasers average of the Per Share Market Values for the four Trading Days preceding the Additional Closing Date and (ii) $16.00 (subject to purchase equitable adjustment for stock splits, recombinations and similar events). Notice pursuant to the Notes are terms hereof shall (subject to the fulfillment, on or before each terms and conditions herein) purchase such portion of the Additional Securities as equals such Purchaser's pro-rata portion of the Initial Securities issued and sold at the Closing. The closing of the purchase and sale of Additional Securities (the "Additional Closing") shall take place at the offices of Robinson Silverman,1290 Av▇▇▇▇ ▇▇ t▇▇ ▇▇▇▇▇▇a▇, of each ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇ (▇▇▇) ▇▇▇▇▇ess Day after the Additional Financing Notice is received by a Purchaser or the Company, as the case may be, or on such other date as otherwise agreed to by the parties hereto, provided, that in no case shall the Additional Closing take place unless and until all of the following conditions: (a) The notifications conditions listed in Section 5 of the Purchasers and KiOR pursuant to the HSR Act, if any, this letter shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated; and (b) Consummation of the transactions contemplated hereby or satisfied by the Transaction Documents shall not have been restrained, enjoined Company or otherwise prohibited or made illegal by, or conditioned upon waived by the receipt of any approvals or consents from Governmental Authorities under, any applicable law. iiPurchasers. The obligations of KiOR to sell the Notes are subject to the fulfillment, on or before any Additional Closing, of each of the following conditions, unless otherwise waived by KiOR: (a) each Purchaser shall pay to KiOR, by wire transfer of immediately available funds, the applicable amount set forth opposite such Purchaser’s name under the heading “Additional Closing” on the Schedule of Purchasers for the Notes being purchased by such Purchaser at the Additional Closing. The Additional Closing shall not be deemed to occur, and all such payments by any Purchaser shall be deemed to be held in escrow, until all Purchasers listed on the Schedule of Purchasers have tendered to KiOR the applicable Purchase Price indicated thereon; and (b) each of the representations and warranties of each Purchaser in this Agreement and the other Transaction Documents shall be true and correct on the date of the Additional Closing, and Closing is hereinafter referred to as the occurrence of such "Additional Closing shall be deemed Date." Notwithstanding anything to be a representation and warranty of the contrary contained in this letter, each Purchaser that such representations and warranties are true and correctmay, prior to the Additional Closing Date, designate an Affiliate thereof to acquire all or any portion of the Additional Securities. iii. The obligations of each Purchaser to purchase (i) At the Notes are subject to the fulfillment, on or before each Additional Closing, of each of the following conditions, unless otherwise waived by such Purchaser: parties shall deliver or shall cause to be delivered the following: (a) the Required Purchasers shall have determined that the Company shall have satisfied deliver to (x) each Purchaser which receives or delivers an Additional Closing Notice pursuant to the applicable Milestone terms hereof or its designated Affiliate: (as determined 1) the number of Additional Shares purchased equal to such Purchaser's pro rata portion of the Initial Shares issued and sold at the Closing, registered in the sole discretion name of such Purchaser or its designated Affiliate, (2) an Additional Adjustable Warrant registered in the name of such Purchaser or its designated Affiliate, (3) an Additional Closing Warrant registered in the name of such Purchaser or its designated Affiliate, entitling the holder thereof to purchase such number of shares of Common Stock as equals such Purchaser's pro-rata portion of the shares of Common Stock underlying the Initial Closing Warrant issued and sold at the Closing to such Purchaser, (4) a legal opinion in form and substance acceptable to the satisfaction ofPurchasers, (5) an officer's certificate pursuant to Section 5(b) hereof and (6) executed Additional Transaction Documents and the Required Purchasers); Transfer Agent Instructions relating to the Additional Securities, and (y) Robinson Silverman, $20,00▇ ▇▇▇ ▇▇e ▇▇▇▇▇ ▇▇es and expenses incurred by the Purchasers to prepare the Additional Transaction Documents, which amount shall be deducted by the Purchasers from the Additional Purchase Price and shall be paid directly to Robinson Silverman and (b) ▇▇▇▇ ▇▇r▇▇▇▇▇▇ ▇▇ich receives or delivers an Additional Closing Notice pursuant to the representations and warranties terms hereof shall deliver to the Company (1) its pro rata portion of the Company set forth Additional Purchase Price, in Section 4 of this Agreement shall be true and correct United States dollars in all material respects (except that such materiality qualifier shall not be applicable immediately available funds by wire transfer to any representations and warranties that already are qualified or modified by “materiality” or “Material Adverse Effect” an account designated in the text thereof) on and as of such Additional Closing, and no Default or Event of Default shall have occurred and be continuing as of the date of such Additional Closing; and (c) the Company shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with writing by the Company on or before for such purpose prior to the Additional ClosingClosing Date and (2) the executed Additional Transaction Documents.

Additional Closing. i. The obligations of KiOR to sell the Notes, and of the Purchasers to purchase the Notes are subject to the fulfillment, on or before each Additional Closing, of each of the following conditions: (a) The notifications Additional Closing (if any) shall take place (i) on a Business Day specified by the Class A Purchaser in a notice to the Company and the Class B Purchasers (the “Notice of Additional Closing”), following the satisfaction or waiver of the Purchasers conditions set forth in Section 2.09, Section 2.10 and KiOR pursuant Section 2.11 (other than those conditions that by their nature are to be satisfied at the Additional Closing, but subject to the HSR Actfulfillment or waiver of those conditions at the Additional Closing) but which shall take place (A) no earlier than thirty (30) days after receipt by the Class B Purchasers of the Notice of Additional Closing (provided that the Additional Closing shall not occur during the last fifteen (15) days of any calendar quarter) and (B) no later than the Drop-Dead Date, if any, shall have been made or (ii) at such other time and place as the Company and the applicable waiting period Purchasers may agree, subject, in each case, to the satisfaction or waiver of the conditions set forth in Section 2.09, Section 2.10 and any extensions thereof shall have expired or been terminated; andSection 2.11 at the Additional Closing. (b) Consummation The Parties agree that if the Class B Purchasers do not acquire all of the transactions contemplated hereby or by Aggregate Class B Purchased Units at the Transaction Documents shall not have been restrained, enjoined or otherwise prohibited or made illegal by, or conditioned upon the receipt of any approvals or consents from Governmental Authorities under, any applicable law. ii. The obligations of KiOR to sell the Notes are subject to the fulfillment, on or before any Additional Initial Closing, of each of then the following conditions, unless otherwise waived by KiOR: (a) each Purchaser shall pay to KiOR, by wire transfer of immediately available funds, the applicable amount set forth opposite such Purchaser’s name under the heading “Additional Closing” on the Schedule of Purchasers for the Notes being purchased by such Purchaser at the Additional Closing. The Additional Closing shall not be deemed to occur, and all such payments by any Class A Purchaser shall be deemed required to be held in escrow, until all Purchasers listed on deliver the Schedule Notice of Purchasers have tendered Additional Closing no later than thirty (30) days prior to KiOR the applicable Purchase Price indicated thereon; and (b) each of the representations and warranties of each Purchaser in this Agreement and the other Transaction Documents shall be true and correct on the date of the Additional ClosingDrop-Dead Date, and to the occurrence extent such Notice of Additional Closing has not been delivered by such date, such Notice of Additional Closing shall be deemed to be a representation have been given, and warranty of each Purchaser that such representations and warranties are true and correct. iii. The obligations of each Purchaser to purchase the Notes are Additional Closing shall occur on the Drop-Dead Date, subject to the fulfillment, on satisfaction or before each Additional Closing, of each waiver of the following conditions, unless otherwise waived by such Purchaser: (a) the Required Purchasers shall have determined that the Company shall have satisfied the applicable Milestone (as determined in the sole discretion of (and to the satisfaction of) the Required Purchasers); (b) the representations and warranties of the Company conditions set forth in Section 4 of this Agreement shall be true 2.09, Section 2.10 and correct in all material respects (except that Section 2.11 on such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by “materiality” or “Material Adverse Effect” in the text thereof) on and as of such Additional Closing, and no Default or Event of Default shall have occurred and be continuing as of the date of such Additional Closing; anddate. (c) The Additional Closing (if any) shall take place at the Company shall have performed and complied with all covenantsoffices of Skadden, agreementsArps, obligations and conditions contained in this Agreement that are required Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP at One ▇▇▇▇▇▇ Square, Wilmington, Delaware (or such other location as agreed to be performed or complied with by the Company on or before such Additional Closingand the Purchasers).

Additional Closing. i. The obligations obligation of KiOR to sell the Notes, and of the Purchasers each Buyer hereunder to purchase the Notes are at any Additional Closing is subject to the fulfillmentsatisfaction, on at or before each such Additional Closing, of each of the following conditions: (a) The notifications of the Purchasers and KiOR pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated; and (b) Consummation of the transactions contemplated hereby or by the Transaction Documents shall not have been restrained, enjoined or otherwise prohibited or made illegal by, or conditioned upon the receipt of any approvals or consents from Governmental Authorities under, any applicable law. ii. The obligations of KiOR to sell the Notes are subject to the fulfillment, on or before any Additional ClosingClosing Date, of each of the following conditions, unless otherwise provided that these conditions are for each Buyer’s sole benefit and may be waived by KiORsuch Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (ai) The Company and each of the Guarantors shall have duly executed and delivered to such Buyer each of the following documents to which it is a party: (A) each Purchaser shall pay to KiOR, by wire transfer of immediately available funds, the applicable amount set forth opposite such Purchaser’s name under the heading “Additional Closing” on the Schedule of Purchasers for Transaction Documents and (B) the Notes (allocated in such principal amounts as such Buyer shall request), being purchased by such Purchaser Buyer at the Additional Closing. The Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinion of (x) Dechert LLP in a form reasonably acceptable to such Buyer and (y) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇ in the form of Exhibit G-4 attached hereto, each the Company’s outside counsels, or such other counsels reasonably acceptable to the Designee, dated as of the applicable Additional Closing shall not be deemed to occur, and all such payments by any Purchaser shall be deemed to be held in escrow, until all Purchasers listed on the Schedule of Purchasers have tendered to KiOR the applicable Purchase Price indicated thereon; andDate. (biii) The Company shall have delivered to such Buyer a copy of the Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (iv) The Company shall have delivered to such Buyer certificates evidencing the formation and good standing of the Company and each of the representations Guarantors in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within ten (10) calendar days prior to the applicable Additional Closing Date. (v) The Company shall have delivered to such Buyer a certificate evidencing the Company’s and warranties each of the Guarantors’ qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each Purchaser jurisdiction in this Agreement which the Company and the other Transaction Documents Guarantors conduct business, as of a date within ten (10) calendar days prior to the applicable Additional Closing Date. (vi) The Company shall be true and correct on the date have delivered to such Buyer a certified copy of the Certificate of Incorporation of the Company and each of the Guarantors as certified by the Secretary of State (or comparable office) of the jurisdiction of formation of the Company and each of its Subsidiaries within ten (10) calendar days prior to the applicable Additional Closing Date. (vii) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the applicable Additional Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s and each of the Guarantors’ Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and each of the Guarantors and (iii) the Bylaws of the Company and each of the Guarantors, each as in effect at the applicable Additional Closing, and in the occurrence of such Additional Closing shall be deemed to be a representation and warranty of each Purchaser that such representations and warranties are true and correct. iii. The obligations of each Purchaser to purchase the Notes are subject to the fulfillment, on or before each Additional Closing, of each of the following conditions, unless otherwise waived by such Purchaser:form attached hereto as Exhibit K. (aviii) the Required Purchasers shall have determined that the Company shall have satisfied the applicable Milestone (as determined in the sole discretion of (and to the satisfaction of) the Required Purchasers); (b) the The representations and warranties of the Company set forth in Section 4 of this Agreement shall be true and correct in all material respects (except for such representations qualified by materiality or Material Adverse Effect, which are true and correct in all respects) as of the date when made and as of the applicable Additional Closing Date as though made at that such materiality qualifier shall not be applicable to any time (except for representations and warranties that already are qualified or modified by “materiality” or “Material Adverse Effect” in the text thereof) on speak as of a specific date which shall be true and correct as of such Additional Closing, specified date) and no Default or Event of Default shall have occurred and be continuing as of the date of such Additional Closing; and (c) the Company shall have performed performed, satisfied and complied in all material respects with all the covenants, agreements, obligations agreements and conditions contained in this Agreement that are required by the Transaction Documents to be performed performed, satisfied or complied with by the Company or the Guarantors at or prior to the applicable Additional Closing Date. Such Buyer shall have received a certificate, executed by the Chief Intellectual Property Officer of the Company, dated as of the applicable Additional Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit L. (ix) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five (5) calendar days prior to the applicable Additional Closing Date. (x) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of the applicable Additional Closing Date, by the SEC or before the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the applicable Additional Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (xi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (xii) The Initial Closing shall have been completed. (xiii) The Stockholder Approval shall have been obtained. (xiv) The Company shall have delivered to such Buyer the Company’s wire instructions on Company’s letterhead duly executed by an authorized executive officer of the Company for the payment of the applicable Additional ClosingPurchase Price. (xv) The Collateral Agent shall have received an account control agreement, in form and substance satisfactory to the Collateral Agent, duly executed by the Company and/or Guarantor, as applicable, and such bank or financial institution (as applicable), or enter into other arrangements, as required under Section 5(i) of the Security Agreement, in form and substance satisfactory to the Collateral Agent, in each case, subject to the terms of the Security Agreement. (xvi) The Collateral Agent shall have received (A) evidence satisfactory to the Collateral Agent of form UCC-1 financing statements for each appropriate jurisdiction as necessary pursuant to the terms of the Security Agreement and (B) the results of customary searches (including comparable searches in any jurisdiction outside the United States) for UCC financing statements, tax liens and judgment liens filed against the Company (solely for the initial issuance of the Notes) or any of the Guarantors or any property of the foregoing, which results shall not show any such liens (other than Permitted Liens acceptable to the Collateral Agent and Intellectual Property Rights that occur in the ordinary course of the Company’s and Guarantors’ business as a purchaser, seller and enforcer of Intellectual Property Rights ). (xvii) The Collateral Agent shall have received the Security Agreement, duly executed by the Company and each of the Guarantors, together with (A) stock certificates and promissory notes required to be pledged pursuant to the Security Agreement, accompanied by undated stock powers and allonges, respectively, in each case, subject to the terms of the Security Agreement, and (B) any copyright, patent and trademark agreements required by the terms of the Security Agreement. (xviii) The Company shall have delivered to the Buyers a perfection certificate, duly completed and executed by the Company and each of its Subsidiaries (the “Perfection Certificate”). (xix) The Company and the Subsidiaries shall have delivered to such Buyer and/or the Collateral Agent such other documents relating to the transactions contemplated by this Agreement as such Buyer, the Collateral Agent or their respective counsels may reasonably request.

Additional Closing. i. The obligations of KiOR to sell the Notes, and of the Purchasers to purchase the Notes are subject to the fulfillment, on or before each Additional Closing, of each of the following conditions: (a) The notifications Additional Closing shall take place (i) on a Business Day specified by the Class A Purchaser in a notice to the Company and the Class B Purchasers (the “Notice of Additional Closing”), subject to the satisfaction or waiver at or prior to the Additional Closing of the Purchasers conditions set forth in Section 2.09, Section 2.10 and KiOR pursuant Section 2.11 (other than those conditions that by their nature are to be satisfied at the Additional Closing, but subject to the HSR Act, if any, fulfillment or waiver of those conditions at the Additional Closing) but which shall take place (A) no earlier than ten (10) Business Days after receipt by the Class B Purchasers of the Notice of Additional Closing (and provided that the Class A Purchaser shall have been made the right, upon at least two (2) Business Days' prior notice to the Class B Purchaser Representative, to defer the Additional Closing Date to a date later than the date specified in the Notice of Additional Closing) and (B) no later than the Drop-Dead Date, or (ii) at such other time and place as the Company and the applicable waiting period Purchasers may agree, subject, in each case, to the satisfaction or waiver of the conditions set forth in Section 2.09, Section 2.10 and any extensions thereof shall have expired or been terminated; andSection 2.11 at the Additional Closing. (b) Consummation of The Parties agree that the transactions contemplated hereby or by the Transaction Documents shall not have been restrained, enjoined or otherwise prohibited or made illegal by, or conditioned upon the receipt of any approvals or consents from Governmental Authorities under, any applicable law. ii. The obligations of KiOR to sell the Notes are subject to the fulfillment, on or before any Additional Closing, of each of the following conditions, unless otherwise waived by KiOR: (a) each Purchaser shall pay to KiOR, by wire transfer of immediately available funds, the applicable amount set forth opposite such Purchaser’s name under the heading “Additional Closing” on the Schedule of Purchasers for the Notes being purchased by such Purchaser at the Additional Closing. The Additional Closing shall not be deemed to occur, and all such payments by any Class A Purchaser shall be deemed required to be held in escrow, until all Purchasers listed on deliver the Schedule Notice of Purchasers have tendered Additional Closing no later than ten (10) Business Days prior to KiOR the applicable Purchase Price indicated thereon; and (b) each of the representations and warranties of each Purchaser in this Agreement and the other Transaction Documents shall be true and correct on the date of the Additional ClosingDrop-Dead Date, and to the occurrence extent such Notice of Additional Closing has not been delivered by such date, such Notice of Additional Closing shall be deemed to be a representation have been given, and warranty of each Purchaser that such representations and warranties are true and correct. iii. The obligations of each Purchaser to purchase the Notes are Additional Closing shall occur on the Drop-Dead Date, subject to the fulfillment, on satisfaction or before each Additional Closing, of each waiver of the following conditions, unless otherwise waived by such Purchaser: (a) the Required Purchasers shall have determined that the Company shall have satisfied the applicable Milestone (as determined in the sole discretion of (and to the satisfaction of) the Required Purchasers); (b) the representations and warranties of the Company conditions set forth in Section 4 of this Agreement shall be true 2.09, Section 2.10 and correct in all material respects (except that Section 2.11 on such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by “materiality” or “Material Adverse Effect” in the text thereof) on and as of such Additional Closing, and no Default or Event of Default shall have occurred and be continuing as of the date of such Additional Closing; anddate. (c) The Additional Closing shall take place at the Company shall have performed and complied with all covenantsoffices of Skadden, agreementsArps, obligations and conditions contained in this Agreement that are required Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP at One ▇▇▇▇▇▇ Square, Wilmington, Delaware (or such other location as agreed to be performed or complied with by the Company on or before such Additional Closingand the Purchasers).

Additional Closing. i. The obligations obligation of KiOR to sell the Notes, and of the Purchasers each Buyer hereunder to purchase the Notes are Additional Preferred Shares and the related Additional Warrants at each Additional Closing is subject to the fulfillmentsatisfaction, on at or before each Additional Closing, of each of the following conditions: (a) The notifications of the Purchasers and KiOR pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated; and (b) Consummation of the transactions contemplated hereby or by the Transaction Documents shall not have been restrained, enjoined or otherwise prohibited or made illegal by, or conditioned upon the receipt of any approvals or consents from Governmental Authorities under, any applicable law. ii. The obligations of KiOR to sell the Notes are subject to the fulfillment, on or before any Additional ClosingClosing Date, of each of the following conditions, unless otherwise provided that these conditions are for each Buyer's sole benefit and may be waived by KiORsuch Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (ai) The Company shall have duly executed and delivered to such Buyer (A) each Purchaser shall pay to KiOR, by wire transfer of immediately available funds, the applicable amount Transaction Documents and (B) the Additional Preferred Shares (in such numbers as is set forth opposite across from such Purchaser’s Buyer's name under the heading “Additional Closing” on in column (3) of the Schedule of Purchasers for Buyers and the Notes related Warrants (in such numbers as is set forth across from such Buyer's name in column (4) of the Schedule of Buyers) being purchased by such Purchaser Buyer at the Additional Closing. The applicable Additional Closing shall not be deemed pursuant to occur, and all such payments by any Purchaser shall be deemed to be held in escrow, until all Purchasers listed on the Schedule of Purchasers have tendered to KiOR the applicable Purchase Price indicated thereon; andthis Agreement. (bii) each Such Buyer shall have received the opinion of Guzov Ofsink, LLC, the representations and warranties of each Purchaser in this Agreement and the other Transaction Documents shall be true and correct on the date Company's outside counsel, dated as of the Additional ClosingClosing Date, and in substantially the occurrence form of such Additional Closing shall be deemed to be a representation and warranty of each Purchaser that such representations and warranties are true and correctExhibit E attached hereto. (iii. ) The obligations of each Purchaser to purchase the Notes are subject to the fulfillment, on or before each Additional Closing, of each of the following conditions, unless otherwise waived by such Purchaser: (a) the Required Purchasers shall have determined that the Company shall have satisfied delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit D attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company's transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in each such entity's jurisdiction of formation issued by the Secretary of State (or equivalent) of such jurisdiction of formation as of a date within ten (10) days of the applicable Milestone Additional Closing Date. (v) The Company shall have delivered to such Buyer a certificate evidencing the Company's qualification as determined a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a date within 10 days of the applicable Additional Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Delaware within ten (10) days of the applicable Additional Closing Date. (vii) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the applicable Additional Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company's board of directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the applicable Additional Closing Date, in the sole discretion of (and to the satisfaction of) the Required Purchasers);form attached hereto as Exhibit F. (bviii) the The representations and warranties of the Company set forth in Section 4 of this Agreement shall be true and correct in all material respects as of the date when made and as of the applicable Additional Closing Date as though made at that time (except that such materiality qualifier shall not be applicable to any for representations and warranties that already are qualified or modified by “materiality” or “Material Adverse Effect” in the text thereof) on and speak as of such Additional Closing, a specific date) and no Default or Event of Default shall have occurred and be continuing as of the date of such Additional Closing; and (c) the Company shall have performed performed, satisfied and complied in all respects with all the covenants, agreements, obligations agreements and conditions contained in this Agreement that are required by the Transaction Documents to be performed performed, satisfied or complied with by the Company at or prior to the applicable Additional Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the applicable Additional Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit G. (ix) The Company shall have delivered to such Buyer a letter from the Company's transfer agent certifying the number of shares of Common Stock outstanding as of a date within five days of the applicable Additional Closing Date. (x) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of the Additional Closing Date, by the SEC or before the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum maintenance requirements of the Principal Market. (xi) The Company shall have delivered to such Buyer a copy of the Amendment to the Credit Agreement between the Company and ▇▇▇▇▇ Fargo in which ▇▇▇▇▇ Fargo shall agree to exempt in addition to the Initial Exemption $1,000,000 of the proceeds to the Company from the sale of the Preferred Shares and the Warrants from the scope of the liens on the Company's assets held by ▇▇▇▇▇ Fargo; provided, however, that such a separate Amendment to the Credit Agreement shall not be required if the Amendment to Credit Agreement delivered pursuant to Section 7(a)(xvii) shall have exempted an aggregate of $4,000,000 of the proceeds to the Company from sales of Preferred Shares and Warrants made at the Initial Closing and the Additional ClosingClosing collectively from the scope of the liens on the Company’s assets held by ▇▇▇▇▇ Fargo. (xii) The Certificate of Designations shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended. (xiii) No event or events shall have occurred since the date hereof that, taken individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. (xiv) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

Additional Closing. i. The obligations obligation of KiOR to sell the Notes, and of the Purchasers each Buyer hereunder to purchase the Notes are Preferred Shares at the Additional Closing is subject to the fulfillmentsatisfaction, on at or before each the Additional Closing, of each of the following conditions: (a) The notifications of the Purchasers and KiOR pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated; and (b) Consummation of the transactions contemplated hereby or by the Transaction Documents shall not have been restrained, enjoined or otherwise prohibited or made illegal by, or conditioned upon the receipt of any approvals or consents from Governmental Authorities under, any applicable law. ii. The obligations of KiOR to sell the Notes are subject to the fulfillment, on or before any Additional ClosingClosing Date, of each of the following conditions, unless otherwise provided that these conditions are for each Buyer’s sole benefit and may be waived by KiORsuch Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (ai) The Company shall have duly executed and delivered to such Buyer (A) each Purchaser shall pay to KiOR, by wire transfer of immediately available funds, the applicable amount Transaction Documents and (B) the Preferred Shares (in such numbers as is set forth opposite across from such PurchaserBuyer’s name under the heading “Additional Closing” on in column (4) of the Schedule of Purchasers for the Notes Buyers) being purchased by such Purchaser Buyer at the Additional Closing pursuant to this Agreement. (ii) The Company shall have delivered to such Buyer the Excess Note Amount, if any, of the Notes of such Buyer being exchanged in accordance herewith. (iii) Such Buyer shall have received the opinion of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, P.A. the Company’s outside counsel, dated as of the Additional Closing Date, in substantially the form of Exhibit F-3 attached hereto, and the opinion of Akerman Senterfitt, in substantially the form of Exhibit F-4 attached hereto. (iv) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit E attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (v) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its Material Subsidiaries in each such entity’s jurisdiction of formation issued by the Secretary of State (or equivalent) of such jurisdiction of formation as of a date within ten (10) days of the Additional Closing Date. (vi) The Company shall have delivered to such Buyer a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a date within ten (10) days of the Additional Closing Date. (vii) The Company shall have delivered to such Buyer a certified copy of the Articles of Incorporation as certified by the Secretary of State of the State of Florida within ten (10) days of the Additional Closing Date. (viii) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Additional Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s board of directors in a form reasonably acceptable to such Buyer, (ii) the Articles of Incorporation and (iii) the Bylaws, each as in effect at the Additional Closing. The Additional Closing shall not be deemed to occur, and all such payments by any Purchaser shall be deemed to be held in escrow, until all Purchasers listed on the Schedule of Purchasers have tendered to KiOR the applicable Purchase Price indicated thereon; andform attached hereto as Exhibit G. (bix) each of the representations and warranties of each Purchaser in this Agreement and the other Transaction Documents shall be true and correct on the date of the Additional Closing, and the occurrence of such Additional Closing shall be deemed to be a representation and warranty of each Purchaser that such representations and warranties are true and correct. iii. The obligations of each Purchaser to purchase the Notes are subject to the fulfillment, on or before each Additional Closing, of each of the following conditions, unless otherwise waived by such Purchaser: (a) the Required Purchasers shall have determined that the Company shall have satisfied the applicable Milestone (as determined in the sole discretion of (and to the satisfaction of) the Required Purchasers); (b) the representations and warranties of the Company set forth in Section 4 of this Agreement shall be true and correct in all material respects as of the date when made and as of the Additional Closing Date as though made at that time (except that such materiality qualifier shall not be applicable to any for representations and warranties that already are qualified or modified by “materiality” or “Material Adverse Effect” in the text thereof) on and speak as of such Additional Closing, a specific date) and no Default or Event of Default shall have occurred and be continuing as of the date of such Additional Closing; and (c) the Company shall have performed performed, satisfied and complied in all respects with all the covenants, agreements, obligations agreements and conditions contained in this Agreement that are required by the Transaction Documents to be performed performed, satisfied or complied with by the Company at or prior to the Additional Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Additional Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit H. (x) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five (5) days of the Additional Closing Date. (xi) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of the Additional Closing Date, by the SEC or before the Principal Market from trading on the Principal Market nor shall proceedings regarding such suspension by the SEC or the Principal Market have been threatened, as of the Additional ClosingClosing Date, either (A) by the SEC or the Principal Market or (B) by falling below the minimum maintenance requirements of the Principal Market, other than with respect to those issues set forth on the Company’s Current Report on Form 8-K, dated as of January 25, 2006. (xii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (xiii) The Certificate of Designations in the form attached hereto as Exhibit B shall have been filed with the Secretary of State of the State of Florida and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended. (xiv) The Shareholder Approval shall have been obtained and shall be effective under applicable rules and regulations. (xv) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request. (xvi) No event or events shall have occurred since the date hereof that, taken individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

Additional Closing. i. The obligations obligation of KiOR the Company hereunder to issue and sell the Notes, and of Preferred Shares to each Buyer at the Purchasers to purchase the Notes are Additional Closing is subject to the fulfillmentsatisfaction, on at or before each the Additional Closing, of each of the following conditions: (a) The notifications of the Purchasers and KiOR pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated; and (b) Consummation of the transactions contemplated hereby or by the Transaction Documents shall not have been restrained, enjoined or otherwise prohibited or made illegal by, or conditioned upon the receipt of any approvals or consents from Governmental Authorities under, any applicable law. ii. The obligations of KiOR to sell the Notes are subject to the fulfillment, on or before any Additional ClosingClosing Date, of each of the following conditions, unless otherwise provided that these conditions are for the Company’s sole benefit and may be waived by KiORthe Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (ai) Such Buyer and each Purchaser other Buyer shall pay have delivered to KiORthe Company the Additional Purchase Price less (1) in the case of Steelhead and Castlerigg, the amounts withheld pursuant to Section 4(g) or (2) such Buyer’s pro rata share of any amount outstanding under any outstanding Notes (including any outstanding principal, accrued and unpaid interest, fees, late charges and other amounts due in respect thereof)) for the Preferred Shares being purchased by such Buyer at the Additional Closing by wire transfer of immediately available funds, funds pursuant to the applicable amount set forth opposite such Purchaser’s name under wire instructions provided by the heading “Additional Closing” on the Schedule of Purchasers for the Notes being purchased by such Purchaser at the Additional Closing. The Additional Closing shall not be deemed to occur, and all such payments by any Purchaser shall be deemed to be held in escrow, until all Purchasers listed on the Schedule of Purchasers have tendered to KiOR the applicable Purchase Price indicated thereon; andCompany. (bii) each of the The representations and warranties of each Purchaser in this Agreement and the other Transaction Documents shall be true and correct on the date of the Additional Closing, and the occurrence of such Additional Closing shall be deemed to be a representation and warranty of each Purchaser that such representations and warranties are true and correct. iii. The obligations of each Purchaser to purchase the Notes are subject to the fulfillment, on or before each Additional Closing, of each of the following conditions, unless otherwise waived by such Purchaser: (a) the Required Purchasers shall have determined that the Company shall have satisfied the applicable Milestone (as determined in the sole discretion of (and to the satisfaction of) the Required Purchasers); (b) the representations and warranties of the Company set forth in Section 4 of this Agreement Buyer shall be true and correct in all material respects as of the date when made and as of the Additional Closing Date as though made at that time (except that such materiality qualifier shall not be applicable to any for representations and warranties that already are qualified or modified by “materiality” or “Material Adverse Effect” in the text thereof) on and speak as of such Additional Closinga specific date), and no Default or Event of Default such Buyer shall have occurred and be continuing as of the date of such Additional Closing; and (c) the Company shall have performed performed, satisfied and complied in all material respects with all the covenants, agreements, obligations agreements and conditions contained in required by this Agreement that are required to be performed performed, satisfied or complied with by such Buyer at or prior to the Additional Closing Date. (iii) The Shareholder Approval shall have been obtained and shall be effective under applicable rules and regulations. (iv) The Company, prior to the Additional Closing, shall have consummated the transactions contemplated by the Purchase Agreement, dated as of November 9, 2005 by and among the Company on and Guardian International, Inc. (“Guardian Purchase Agreement”) in the form attached hereto as Exhibit I. (v) The Buyer shall have delivered to the Company such other documents relating to the transactions contemplated by this Agreement as the Company or before such Additional Closingits counsel may reasonably request.

Additional Closing. i. The obligations of KiOR to sell (i) Between the Notes180th day and the 190th day following the Closing Date, and of the Purchasers to purchase the Notes are subject to the fulfillment, on or before each Additional Closing, of each of the following conditions: (a) The notifications of the Purchasers and KiOR pursuant the Company shall have the right to deliver a written notice to the HSR Actother (the "Additional Financing Notice") requiring such other party to either sell or buy (severally and not jointly), if anyas the case may be, the Additional Securities for the Additional Financing Amount indicated therein. At the Additional Closing (as defined herein) each Purchaser shall, severally and not jointly, purchase (subject to the terms and conditions herein) such portion of Additional Securities as equals such Purchaser's pro-rata portion of the Initial Securities issued and sold at the Closing. The closing of the purchase and sale of the Additional Securities (the "Additional Closing") shall take place at the offices of Robi▇▇▇▇ ▇▇▇v▇▇▇▇▇,▇▇▇0 Avenue of the Americas, New ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ the fifth (5th) Business Day after the Additional Financing Notice is delivered by the Purchasers or the Company, as the case may be, or on such other date as otherwise agreed to by the parties hereto provided, that in no case shall the Additional Closing take place unless and until all of the conditions listed in Section 5 of this letter shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated; and (b) Consummation of the transactions contemplated hereby or satisfied by the Transaction Documents shall not have been restrained, enjoined Company or otherwise prohibited waived by the Purchasers (it being understood that each Purchaser may elect to waive or made illegal by, or conditioned upon the receipt of any approvals or consents from Governmental Authorities under, any applicable law. iienforce such conditions in its own discretion). The obligations of KiOR to sell the Notes are subject to the fulfillment, on or before any Additional Closing, of each of the following conditions, unless otherwise waived by KiOR: (a) each Purchaser shall pay to KiOR, by wire transfer of immediately available funds, the applicable amount set forth opposite such Purchaser’s name under the heading “Additional Closing” on the Schedule of Purchasers for the Notes being purchased by such Purchaser at the Additional Closing. The Additional Closing shall not be deemed to occur, and all such payments by any Purchaser shall be deemed to be held in escrow, until all Purchasers listed on the Schedule of Purchasers have tendered to KiOR the applicable Purchase Price indicated thereon; and (b) each of the representations and warranties of each Purchaser in this Agreement and the other Transaction Documents shall be true and correct on the date of the Additional Closing, and Closing is hereinafter referred to as the occurrence of such "Additional Closing shall be deemed to be a representation and warranty of each Purchaser that such representations and warranties are true and correctDate. iii. The obligations of each Purchaser to purchase the Notes are subject " Notwithstanding anything to the fulfillment, on or before each Additional Closing, of each of the following conditions, unless otherwise waived by such Purchaser: (a) the Required Purchasers shall have determined that the Company shall have satisfied the applicable Milestone (as determined in the sole discretion of (and to the satisfaction of) the Required Purchasers); (b) the representations and warranties of the Company set forth in Section 4 of this Agreement shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by “materiality” or “Material Adverse Effect” in the text thereof) on and as of such Additional Closing, and no Default or Event of Default shall have occurred and be continuing as of the date of such Additional Closing; and (c) the Company shall have performed and complied with all covenants, agreements, obligations and conditions contrary contained in this Agreement that are required letter, each Purchaser may, prior to the Additional Closing Date, designate an Affiliate thereof to acquire all or any portion of the Additional Securities to be performed or complied with by sold on the Company on or before such Additional ClosingClosing Date.

Additional Closing. i. The obligations obligation of KiOR to sell the Notes, and of the Purchasers each Buyer hereunder to purchase the Additional Notes are at the Additional Closing is subject to the fulfillmentsatisfaction, on at or before each the Additional Closing, of each of the following conditions: (a) The notifications of the Purchasers and KiOR pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated; and (b) Consummation of the transactions contemplated hereby or by the Transaction Documents shall not have been restrained, enjoined or otherwise prohibited or made illegal by, or conditioned upon the receipt of any approvals or consents from Governmental Authorities under, any applicable law. ii. The obligations of KiOR to sell the Notes are subject to the fulfillment, on or before any Additional ClosingClosing Date, of each of the following conditions, unless otherwise provided that, other than with respect to deliverables to the Placement Agent pursuant to paragraph 7(b)(ii) hereof, these conditions are for each Buyer's sole benefit and may be waived by KiORsuch Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (ai) The Company and each of its Subsidiaries shall have duly executed and delivered to such Buyer each of the following documents to which it is a party: (A) each Purchaser of the Transaction Documents and (B) the Additional Notes (allocated in such principal amounts as such Buyer shall pay to KiORrequest), by wire transfer of immediately available funds, the applicable amount set forth opposite such Purchaser’s name under the heading “Additional Closing” on the Schedule of Purchasers for the Notes being purchased by such Purchaser Buyer at the Closing pursuant to this Agreement. (ii) Such Buyer and the Placement Agent shall have received the opinion of ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, the Company's outside counsel, dated as of the Additional Closing Date, in substantially the form of Exhibit G attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit F attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company's transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in such entity's jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within ten (10) days of the Additional Closing Date. (v) The Company shall have delivered to such Buyer a certificate evidencing the Company's and each of its Subsidiaries' qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and its Subsidiaries conduct business, as of a date within ten (10) days of the Additional Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation of the Company and each of its Subsidiaries as certified by the Secretary of State (or comparable office) of the jurisdiction of formation of the Company and each of its Subsidiaries within ten (10) days of the Additional Closing Date. (vii) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Additional Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company's and each of its Subsidiaries' Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and each of its Subsidiaries and (iii) the Bylaws of the Company and each of its Subsidiaries, each as in effect at the Additional Closing. The Additional Closing shall not be deemed to occur, and all such payments by any Purchaser shall be deemed to be held in escrow, until all Purchasers listed on the Schedule of Purchasers have tendered to KiOR the applicable Purchase Price indicated thereon; andform attached hereto as Exhibit H. (bviii) each of the representations and warranties of each Purchaser in this Agreement and the other Transaction Documents shall be true and correct on the date of the Additional Closing, and the occurrence of such Additional Closing shall be deemed to be a representation and warranty of each Purchaser that such representations and warranties are true and correct. iii. The obligations of each Purchaser to purchase the Notes are subject to the fulfillment, on or before each Additional Closing, of each of the following conditions, unless otherwise waived by such Purchaser: (a) the Required Purchasers shall have determined that the Company shall have satisfied the applicable Milestone (as determined in the sole discretion of (and to the satisfaction of) the Required Purchasers); (b) the representations and warranties of the Company set forth in Section 4 of this Agreement shall be true and correct in all material respects as of the date when made and as of the Additional Closing Date as though made at that time (except that such materiality qualifier shall not be applicable to any for representations and warranties that already are qualified or modified by “materiality” or “Material Adverse Effect” in the text thereof) on speak as of a specific date which shall be true and correct as of such Additional Closing, specified date) and no Default or Event of Default shall have occurred and be continuing as of the date of such Additional Closing; and (c) the Company shall have performed performed, satisfied and complied in all respects with all the covenants, agreements, obligations agreements and conditions contained in this Agreement that are required by the Transaction Documents to be performed performed, satisfied or complied with by the Company at or prior to the Additional Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Additional Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit I. (ix) The Company shall have delivered to such Buyer a letter from the Company's transfer agent certifying the number of shares of Common Stock outstanding as of a date within five (5) days of the Additional Closing Date. (x) The Company shall have delivered to each Buyer the Lock Up Agreements set forth in Schedule 7(a)(x) and the terms of each such Lock Up Agreement shall have been complied with in all respects. (xi) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of the Additional Closing Date, by the SEC or before the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Additional Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (xii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (xiii) Each of the Company's Subsidiaries shall have executed and delivered to such Buyer the Guarantee Agreement. (xiv) The Collateral Agent shall have received certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries and which are filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Collateral Agent, shall cover any of the Collateral, and the results of searches for any tax lien and judgment lien filed against such person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such liens. (xv) The Collateral Agent shall have received the Security Agreement, duly executed by the Company and each of its Subsidiaries, together with (A) the original stock certificates representing all of the equity interests and all promissory notes required to be pledged thereunder, accompanied by undated stock powers and allonges executed in blank and other proper instruments of transfer and (B) any copyright, patent and trademark agreements required by the terms of the Security Agreement. (xvi) The Initial Closing shall have been completed. (xvii) There shall have been no Equity Conditions Failure (as defined in the Notes) as of the Additional ClosingClosing Date. (xviii) The Stockholder Approval shall have been obtained prior to the Additional Closing Date. (xix) One or more Registration Statements (as defined in the Registration Rights Agreement) covering all of the Registrable Securities (as defined in the Registration Rights Agreement) pursuant the Registration Rights Agreement shall have been declared effective by the SEC prior to the Additional Closing Date. (xx) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

Additional Closing. i. The obligations of KiOR to sell the Notes, and of the Purchasers to purchase the Notes are subject to the fulfillment, on On or before each Additional Closing, of each of the thirtieth (30th) day following conditions: (a) The notifications of the Purchasers and KiOR pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated; and (b) Consummation of the transactions contemplated hereby or by the Transaction Documents shall not have been restrained, enjoined or otherwise prohibited or made illegal by, or conditioned upon the receipt of any approvals or consents from Governmental Authorities under, any applicable law. ii. The obligations of KiOR to sell the Notes are subject to the fulfillment, on or before any Additional Closing, of each of the following conditions, unless otherwise waived by KiOR: (a) each Purchaser shall pay to KiOR, by wire transfer of immediately available fundsInitial Closing Date, the applicable amount set forth opposite such Purchaser’s name under Company may sell and issue at an additional closing (the heading “Additional Closing” and together with the Initial Closing, a “Closing”) up to the balance of the authorized number of shares of Series CC Preferred Stock not purchased at the Initial Closing at a price per share of not less than the Per Share Purchase Price, to one or more of the Company’s existing stockholders, including existing stockholders that purchase shares of Series CC Preferred Stock at the Initial Closing. Any such sale and issuance in the Additional Closing shall be on the Schedule same terms and conditions as those contained herein, and such persons or entities shall, upon execution and delivery of Purchasers for the Notes being purchased by such Purchaser at the Additional Closingrelevant signature pages, become parties to, and be bound by, this Agreement. The Additional Closing shall not be deemed to occurtake place at the offices of ▇▇▇▇▇▇▇ LLP, 1800 Mercantile Bank and Trust Building, ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, Baltimore, Maryland, at such date and time as is mutually agreed upon by the Company and the additional purchasers acquiring in the aggregate more than half of the shares of Series CC Preferred Stock being sold at the Additional Closing (the “Additional Closing Date”, and all together with the Initial Closing Date, a “Closing Date”). Each purchaser participating in such payments Additional Closing shall execute a counterpart signature to this Agreement and shall become a party to the Stockholders Agreement and the Registration Rights Agreement, at which time such purchaser shall be treated as a “Purchaser” for purposes of this Agreement and the stock purchased by any Purchaser such purchaser shall be deemed to be held in escrowsold under this Agreement for purposes of this Agreement, until all Purchasers listed on the Schedule of Purchasers have tendered to KiOR the applicable Purchase Price indicated thereon; and (b) each of the representations and warranties of each Purchaser in this Stockholders Agreement and the other Transaction Documents shall be true and correct on the date of the Additional ClosingRegistration Rights Agreement; provided, and the occurrence of such Additional Closing shall be deemed to be a representation and warranty of each Purchaser that such representations and warranties are true and correct. iii. The obligations of each Purchaser to purchase the Notes are subject to the fulfillment, on or before each Additional Closing, of each of the following conditions, unless otherwise waived by such Purchaser: (a) the Required Purchasers shall have determined that the Company shall have satisfied the applicable Milestone (as determined participate in the sole discretion of (and to the satisfaction of) the Required Purchasers); (b) the representations and warranties of the Company set forth in Section 4 of this Agreement shall be true and correct in all material respects (except that such materiality qualifier Initial Closing shall not be applicable to any representations and warranties that already are qualified or modified by “materiality” or “Material Adverse Effect” in the text thereof) on and as of such Additional Closing, and no Default or Event of Default shall have occurred and be continuing as of the date of such Additional Closing; and (c) the Company shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Company on or before execute such Additional Closingagreements again.

Additional Closing. i. (i) The obligations of KiOR to sell the Notes, and of Company hereunder in connection with the Purchasers to purchase the Notes Additional Closing are subject to the fulfillment, on or before each Additional Closing, of each of the following conditionsconditions being met: i. the accuracy in all material respects (a) The notifications of the Purchasers and KiOR pursuant or, to the HSR Actextent representations or warranties are qualified by materiality or Material Adverse Effect, if any, shall have been in all respects) when made and the applicable waiting period and any extensions thereof shall have expired or been terminated; and (b) Consummation of the transactions contemplated hereby or by the Transaction Documents shall not have been restrained, enjoined or otherwise prohibited or made illegal by, or conditioned upon the receipt of any approvals or consents from Governmental Authorities under, any applicable law. ii. The obligations of KiOR to sell the Notes are subject to the fulfillment, on or before any Additional Closing, of each of the following conditions, unless otherwise waived by KiOR: (a) each Purchaser shall pay to KiOR, by wire transfer of immediately available funds, the applicable amount set forth opposite such Purchaser’s name under the heading “Additional Closing” on the Schedule of Purchasers for the Notes being purchased by such Purchaser at the Additional Closing. The Additional Closing shall not be deemed to occur, and all such payments by any Purchaser shall be deemed to be held in escrow, until all Purchasers listed on the Schedule of Purchasers have tendered to KiOR the applicable Purchase Price indicated thereon; and (b) each Date of the representations and warranties of each Purchaser the Purchasers contained herein (unless such representation or warranty is as of a specific date therein in this Agreement and the other Transaction Documents which case they shall be true and correct on accurate in all material respects (or, to the date of the Additional Closingextent representations or warranties are qualified by materiality or Material Adverse Effect, and the occurrence in all respects) as of such Additional Closing shall be deemed to be a representation date); ii. all obligations, covenants and warranty agreements of each Purchaser that such representations and warranties are true and correct.required to be performed at or prior to the Additional Closing Date shall have been performed; and iii. the delivery by each Purchaser of the items set forth in Section 2.3(b)(ii) of this Agreement. (ii) The respective obligations of each Purchaser to purchase the Notes Purchasers hereunder in connection with the Additional Closing are subject to the fulfillmentfollowing conditions being met, on provided, however that such conditions may be waived, modified or before each Additional Closing, of each of amended by the following conditions, unless otherwise waived by such Purchaser: i. the accuracy in all material respects (a) the Required Purchasers shall have determined that the Company shall have satisfied the applicable Milestone (as determined in the sole discretion of (and or, to the satisfaction ofextent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Required Purchasers); (b) Additional Closing Date of the representations and warranties of the Company set forth contained herein (unless such representation or warranty is as of a specific date therein in Section 4 of this Agreement which case they shall be true and correct accurate in all material respects (except that such materiality qualifier shall not be applicable or, to any the extent representations and or warranties that already are qualified by materiality or modified by “materiality” or “Material Adverse Effect” , in the text thereofall respects) on and as of such Additional Closingdate); ii. all obligations, covenants and no Default or Event of Default shall have occurred and be continuing as agreements of the date of such Additional Closing; and (c) the Company shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed at or complied with prior to the Additional Closing Date shall have been performed; iii. the delivery by the Company of the items set forth in Section 2.3(b)(i) of this Agreement; iv. there shall have been no Material Adverse Effect with respect to the Company; v. no Event of Default (as defined in the Notes) shall have occurred or be continuing; and vi. from the date hereof to the Additional Closing Date, trading in the Ordinary Shares shall not have been suspended by the Commission or the Company’s principal Trading Market and, at any time prior to the Additional Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or before on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Additional Closing.

Additional Closing. i. At any time during the period beginning on the Initial Closing Date and ending on the six (6)-month anniversary thereof, upon mutual agreement between the Company and Fir Tree, the Purchasers shall be permitted to purchase up to an aggregate number of additional Preferred Shares (rounded down to the nearest whole number) equal to $5,000,000 divided by the Per Share Purchase Price, on the terms and conditions set forth in this Section 2.2. If the Purchasers desire to purchase such additional Preferred Shares, Fir Tree shall deliver a written notice to the Company (the “Additional Closing Notice”), which shall specify the following: (a) the Additional Closing Purchase Price to be paid by each Purchaser; and (b) the anticipated Additional Closing Date (not to be less than five (5) Business Days from the date of such notice), it being understood that the Additional Closing Notice may be amended by Fir Tree at any time prior to the Additional Closing Date. Fir Tree shall provide such additional information as the Company may reasonably request with respect to the Additional Closing Notice or any information set forth therein. The obligations additional closing of KiOR the purchase and sale of Preferred Shares hereunder shall occur on such date and time as agreed between the Company and Fir Tree at the Houston, Texas offices of V▇▇▇▇▇ & E▇▇▇▇▇ L.L.P. (1001 F▇▇▇▇▇, Suite 2500, Houston, Texas 77002) or at such other location as the parties shall mutually agree, upon satisfaction of the covenants and conditions set forth in Sections 2.4 and 2.5 (the “Additional Closing”). The parties agree that the Additional Closing may occur via delivery of facsimiles or photocopies of the closing deliverables contemplated hereby. Unless otherwise provided herein, all proceedings to sell be taken and all documents to be executed and delivered by all parties at the NotesAdditional Closing will be deemed to have been taken and executed simultaneously, and of no proceedings will be deemed to have been taken nor documents executed or delivered until all have been taken. At the Purchasers to purchase Additional Closing, on the Notes are Additional Closing Date, upon the terms and subject to the fulfillment, on or before each Additional Closing, of each of the following conditionsconditions set forth herein: (a) The notifications the Company agrees to sell, and each Purchaser, severally and not jointly, agrees to purchase, a number of the Purchasers and KiOR pursuant Preferred Shares (rounded down to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated; and (bnearest whole number) Consummation of the transactions contemplated hereby or by the Transaction Documents shall not have been restrained, enjoined or otherwise prohibited or made illegal by, or conditioned upon the receipt of any approvals or consents from Governmental Authorities under, any applicable law. ii. The obligations of KiOR to sell the Notes are subject equal to the fulfillment, on or before any Additional Closing, of each of the following conditions, unless otherwise waived by KiOR: (a) each Purchaser shall pay to KiOR, by wire transfer of immediately available funds, the applicable amount Closing Purchase Price set forth opposite such Purchaser’s name under in the heading “Additional Closing” Closing Notice divided by the Per Share Purchase Price; provided, however, that, unless otherwise approved by the holders of a majority of the Company’s outstanding shares of Common Stock (excluding, for the avoidance of doubt, the Securities), the aggregate number of Preferred Shares issued to Purchasers pursuant to this Agreement or in connection herewith at a Price Per Share that is below the greater of the market value per share or book value per share of the Common Stock as determined consistently with NASDAQ Rule 5635(d) shall in no event exceed 19.9% of the outstanding shares of the Company’s Common Stock or 19.9% of the outstanding voting power of the Company as of immediately prior to the Initial Closing and prior to giving effect to the issuance of Securities pursuant to this Agreement, and any reduction as a result of the foregoing shall be borne pro rata amongst the Purchasers based on the Schedule number of Purchasers for the Notes being purchased by Preferred Shares opposite such Purchaser at Purchaser’s name in the Additional Closing. The Additional Closing shall not be deemed to occur, and all such payments by any Purchaser shall be deemed to be held in escrow, until all Purchasers listed on the Schedule of Purchasers have tendered to KiOR the applicable Purchase Price indicated thereonNotice; and (b) each of to effect the representations purchases and warranties of sales described in Section 2.2(a), (i) each Purchaser in this Agreement and shall deliver to the other Transaction Documents shall be true and correct on Company, via wire transfer, to an account designated by the date of Company at least two (2) Business Days prior to the Additional ClosingClosing Date, and the occurrence of immediately available funds equal to such Purchaser’s Additional Closing shall be deemed Purchase Price set forth opposite such Purchaser’s name in the Additional Closing Notice (as adjusted for any reduction in the number of Securities to be a representation and warranty of each Purchaser that such representations and warranties are true and correct. iii. The obligations of each Purchaser to purchase the Notes are subject purchased pursuant to the fulfillmentproviso in Section 2.2(a)), on or before each Additional Closing, of each of the following conditions, unless otherwise waived by such Purchaser: (aii) the Required Purchasers shall have determined that the Company shall have satisfied deliver to each Purchaser the applicable Milestone number of Preferred Shares described in Section 2.2(a) (as determined adjusted for any reduction in the sole discretion number of (and Securities to be purchased pursuant to the satisfaction ofproviso in Section 2.2(a)) and (iii) the Required Purchasers); (b) Company and each Purchaser shall deliver the representations and warranties of the Company other items set forth in Section 4 of this Agreement shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by “materiality” or “Material Adverse Effect” in 2.4 deliverable at the text thereof) on and as of such Additional Closing, and no Default or Event of Default shall have occurred and be continuing as of the date of such Additional Closing; and (c) the Company shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Company on or before such Additional Closing.

Additional Closing. i. The obligations In the event an Investment (as defined in the form of KiOR to sell Notes) by the Notes, and Company or any wholly-owned Subsidiary of the Purchasers Company that is a Guarantor has been identified by the Company and the Designee that will be funded, in whole or in part, through the purchase of Notes pursuant to the terms and conditions set forth in this Agreement (such Investment, an “Approved Investment”), the Designee may, in its sole and absolute discretion, elect to purchase the Notes are and allocate among one or more of its Affiliates, each of which shall then become a “Buyer” hereunder pursuant to Section 9(g), subject to the fulfillmentsatisfaction (or waiver) of the conditions set forth in Section 7(c) below, on one or before more occasions (each Additional Closing, of each of the following conditions: (a) The notifications of the Purchasers and KiOR pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated; and (b) Consummation of the transactions contemplated hereby or by the Transaction Documents shall not have been restrained, enjoined or otherwise prohibited or made illegal by, or conditioned upon the receipt of any approvals or consents from Governmental Authorities under, any applicable law. ii. The obligations of KiOR to sell the Notes are subject to the fulfillment, on or before any Additional Closing, of each of the following conditions, unless otherwise waived by KiOR: (a) each Purchaser shall pay to KiOR, by wire transfer of immediately available funds, the applicable amount set forth opposite such Purchaser’s name under the heading an “Additional Closing” on and together with the Schedule of Purchasers for the Notes being purchased by such Purchaser at the Additional Closing. The Additional Initial Closing shall not be deemed to occur, and all such payments by any Purchaser shall be deemed to be held in escrow, until all Purchasers listed on the Schedule of Purchasers have tendered to KiOR the applicable Purchase Price indicated thereon; and (b) each of the representations and warranties of each Purchaser in this Agreement and the other Transaction Documents shall be true and correct on the date of the Additional Series B Warrant Closing, each a “Closing”), and the occurrence of Company will then be required to issue and sell to such Additional Closing shall be deemed to be a representation and warranty of each Purchaser that such representations and warranties are true and correct. iii. The obligations of each Purchaser to purchase the Notes are Buyer, subject to the fulfillment, on satisfaction (or before each Additional Closing, of each waiver) of the following conditions, unless otherwise waived by such Purchaser: (a) the Required Purchasers shall have determined that the Company shall have satisfied the applicable Milestone (as determined in the sole discretion of (and to the satisfaction of) the Required Purchasers); (b) the representations and warranties of the Company conditions set forth in Section 4 of this Agreement shall be true and correct 6(c) below, on one or more Additional Closing Date(s) (as defined below), Notes in an aggregate principal amount as is requested by the Designee, which principal amount for all material respects (except that such materiality qualifier Buyers in any Additional Closings shall not exceed the lower of (x) the amount of the applicable Approved Investment and (y) $365,000,000, together with any other Notes purchased by Buyers prior to the applicable date of determination (the lesser of (x) and (y), the “Maximum Amount”). The Designee shall, in its sole and absolute discretion, determine how to allocate the principal amount of Notes to be applicable purchased at any Additional Closing among one or more of its Affiliates, each of which shall then become a “Buyer” hereunder pursuant to any representations and warranties that already are qualified or modified by “materiality” or “Material Adverse Effect” in Section 9(g), as long as the text thereof) on and as aggregate principal amount of such Additional ClosingNotes shall not exceed the Maximum Amount. In the process of identifying an Approved Investment, and no Default or Event of Default shall have occurred and be continuing as of the date of such Additional Closing; and (c) the Company shall have performed (i) unless an Affiliate of the Designee then serves as a director or observer on the Company’s Board of Directors (the “Board”), notify the Designee in writing of a prospective Approved Investment at least thirty (30) days prior to entering into definitive agreements with respect to such Approved Investment, (ii) offer the Designee or any of its Affiliates to sign a confidentiality agreement in a form and complied substance that is reasonably acceptable to such parties in order to enable the Designee or any of its Affiliates to assist in the due diligence process of the Company with all covenantsrespect to such Approved Investment and (iii) consult with the Designee in good faith while conducting due diligence with respect to such Approved Investment. The Company shall cooperate with the Designee in good faith in electing whether to propose any potential investment to the Designee to be an Approved Investment. In addition to potential investments proposed as Approved Investments, agreements, obligations and conditions contained in this Agreement that are the Company shall be required to be performed present to the Designee any Investment that, alone or complied with by in a series of related transactions, exceeds $100,000,000, such that the Company on or before Designee shall have the right to designate any such Additional ClosingInvestment as an Approved Investment (notwithstanding anything to the contrary in the definition thereof).

Additional Closing. i. The obligations of KiOR to sell the Notes, and obligation of the Purchasers Investor hereunder to purchase the Additional Notes are at the Additional Closing is subject to the fulfillmentsatisfaction, on at or before each the Additional Closing, of each of the following conditions: (a) The notifications of the Purchasers and KiOR pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated; and (b) Consummation of the transactions contemplated hereby or by the Transaction Documents shall not have been restrained, enjoined or otherwise prohibited or made illegal by, or conditioned upon the receipt of any approvals or consents from Governmental Authorities under, any applicable law. ii. The obligations of KiOR to sell the Notes are subject to the fulfillment, on or before any Additional ClosingClosing Date, of each of the following conditions, unless otherwise provided that these conditions are for the Investor's sole benefit and may be waived by KiORthe Investor at any time in its sole discretion by providing the Company with prior written notice thereof: (ai) The Company and each Purchaser of its Subsidiaries, if any, shall pay have duly executed and delivered to KiOR, by wire transfer the Investor each of immediately available funds, the applicable amount set forth opposite such Purchaser’s name under the heading “Additional Closing” on the Schedule of Purchasers for the Notes being purchased by such Purchaser at the Additional Closing. The Additional Closing shall not be deemed following documents to occur, and all such payments by any Purchaser shall be deemed to be held in escrow, until all Purchasers listed on the Schedule of Purchasers have tendered to KiOR the applicable Purchase Price indicated thereon; and which it is a party: (bA) each of the representations and warranties of each Purchaser Transaction Documents, (B) the Additional Cash Note (allocated in such principal amounts as the Investor shall request) being purchased by the Investor at the Additional Closing pursuant to this Agreement and the other Transaction Documents shall be true and correct on the date of (C) the Additional Closing, and Exchange Note (allocated in such principal amounts as the occurrence of such Investor shall request) being purchased by the Investor at the Additional Closing shall be deemed pursuant to be a representation and warranty of each Purchaser that such representations and warranties are true and correctthis Agreement. iii. (ii) The obligations of each Purchaser to purchase the Notes are subject to the fulfillment, on or before each Additional Closing, of each of the following conditions, unless otherwise waived by such Purchaser: (a) the Required Purchasers shall have determined that the Company shall have satisfied the applicable Milestone (as determined in the sole discretion of (and to the satisfaction of) the Required Purchasers); (b) the representations and warranties of the Company set forth in Section 4 of this Agreement shall be true and correct in all material respects as of the date when made and as of the Additional Closing Date as though made at that time (except that such materiality qualifier shall not be applicable to any for representations and warranties that already are qualified or modified by “materiality” or “Material Adverse Effect” in the text thereof) on speak as of a specific date which shall be true and correct as of such Additional Closing, specified date) and no Default or Event of Default shall have occurred and be continuing as of the date of such Additional Closing; and (c) the Company shall have performed performed, satisfied and complied in all respects with all the covenants, agreements, obligations agreements and conditions contained in this Agreement that are required by the Transaction Documents to be performed performed, satisfied or complied with by the Company at or prior to the Additional Closing Date. (iii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (iv) The Collateral Agent shall have received certified copies of request for copies of information on Form UCC‑11, listing all effective financing statements which name as debtor the Company or before any of its Subsidiaries and which are filed in such Additional Closingoffice or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Collateral Agent, shall cover any of the Collateral, and the results of searches for any tax lien and judgment lien filed against such person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such liens. (v) The Collateral Agent shall have received the Security Agreement, duly executed by the Company, together with (A) the original stock certificates representing all of the equity interests and all promissory notes required to be pledged thereunder, accompanied by undated stock powers and allonges executed in blank and other proper instruments of transfer and (B) any copyright, patent and trademark agreements required by the terms of the Security Agreement. (vi) The Collateral Agent shall have received the Subordination Agreements, duly executed by all parties thereto, and such Subordination Agreements shall remain in full force and effect. (vii) The Company shall have received the Waiver duly executed and delivered by the Existing Required Holders, and such Waiver shall remain in full force and effect. (viii) The Company shall have delivered to the Investor the Forbearance Agreement, duly executed by the Company, and such Forbearance Agreement shall remain in full force and effect. (ix) The Company shall have delivered to the Investor such other documents relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request.

Additional Closing. i. The obligations obligation of KiOR to sell the Notes, and of the Purchasers each Buyer hereunder to purchase the Notes are Additional Common Shares and the related Additional Warrants at the Additional Closing is subject to the fulfillmentsatisfaction, on at or before each the Additional Closing, of each of the following conditions: (a) The notifications of the Purchasers and KiOR pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated; and (b) Consummation of the transactions contemplated hereby or by the Transaction Documents shall not have been restrained, enjoined or otherwise prohibited or made illegal by, or conditioned upon the receipt of any approvals or consents from Governmental Authorities under, any applicable law. ii. The obligations of KiOR to sell the Notes are subject to the fulfillment, on or before any Additional ClosingClosing Date, of each of the following conditions, unless otherwise provided that these conditions are for each Buyer’s sole benefit and may be waived by KiORsuch Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (ai) The Company shall have executed and delivered to such Buyer (i) each Purchaser of the Transaction Documents and (ii) the Additional Common Shares (in such amounts as such Buyer shall pay to KiOR, by wire transfer of immediately available funds, request) and the applicable amount set forth opposite related Additional Warrants (in such Purchaser’s name under the heading “Additional Closing” on the Schedule of Purchasers for the Notes amounts as such Buyer shall request) being purchased by such Purchaser Buyer at the Additional Closing pursuant to this Agreement. (ii) Such Buyer shall have received (A) the opinion of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, P.C., the Company’s outside U.S. counsel, dated as of the Additional Closing Date, in substantially the form of Exhibit C attached hereto and (B) the opinion of Harneys Westwood & Riegels, the Company’s British Virgin Islands outside counsel, dated as of the Additional Closing Date, in a form reasonably acceptable to the Buyers. (iii) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company and each of its United States operating Subsidiaries in such corporation’s jurisdiction of incorporation issued by the Secretary of State (or comparable office) of such jurisdiction of incorporation as of a date within ten (10) days of the Additional Closing Date. (iv) The Company shall have delivered to such Buyer a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a date within ten (10) days of the Additional Closing Date. (v) The Common Stock (I) shall be listed on the Principal Market and (II) shall not have been suspended, as of the Additional Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Additional Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (vi) The Company shall have delivered to such Buyer a certified copy of the Memorandum of Association as certified by the Secretary of State (or comparable office) of the jurisdiction of incorporation within 10 days of the Additional Closing Date. (vii) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Additional Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Memorandum of Association and (iii) the Articles of Association, each as in effect at the Additional Closing. The Additional Closing shall not be deemed to occur, and all such payments by any Purchaser shall be deemed to be held in escrow, until all Purchasers listed on the Schedule of Purchasers have tendered to KiOR the applicable Purchase Price indicated thereon; andform attached hereto as Exhibit D. (bviii) each of the representations and warranties of each Purchaser in this Agreement and the other Transaction Documents shall be true and correct on the date of the Additional Closing, and the occurrence of such Additional Closing shall be deemed to be a representation and warranty of each Purchaser that such representations and warranties are true and correct. iii. The obligations of each Purchaser to purchase the Notes are subject to the fulfillment, on or before each Additional Closing, of each of the following conditions, unless otherwise waived by such Purchaser: (a) the Required Purchasers shall have determined that the Company shall have satisfied the applicable Milestone (as determined in the sole discretion of (and to the satisfaction of) the Required Purchasers); (b) the representations and warranties of the Company set forth in Section 4 of this Agreement shall be true and correct in all material respects as of the date when made and as of the Additional Closing Date as though made at that time (except that such materiality qualifier shall not be applicable to any for representations and warranties that already are qualified or modified by “materiality” or “Material Adverse Effect” in the text thereof) on speak as of a specific date, which shall be true and correct as of such Additional Closing, specified date) and no Default or Event of Default shall have occurred and be continuing as of the date of such Additional Closing; and (c) the Company shall have performed performed, satisfied and complied in all respects with all the covenants, agreements, obligations agreements and conditions contained in this Agreement that are required by the Transaction Documents to be performed performed, satisfied or complied with by the Company on at or before prior to the Additional Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Additional Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit E. (ix) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five days of the Additional ClosingClosing Date. (x) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Common Shares and the Warrants. (xi) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

Additional Closing. i. The obligations Subject to the Buyers’ consent and the satisfaction (or waiver) of KiOR to sell the NotesAdditional Notice Conditions (as defined below) and the Additional Closing Conditions, at any time after the Initial Closing Date, the Company may deliver one or more written notices at any time less than $3,000,000 in aggregate principal amount of Notes remain outstanding (each an “Additional Closing Notice”, and the date of each Additional Closing Notice, each, an “ “Additional Closing Notice Date”) to the Buyers, with a copy to the Trustee, executed by the chief executive officer or chief financial officer of the Purchasers Company, (A) certifying that the Company has satisfied the Additional Closing Volume Condition (as defined below), the Additional Closing Price Condition (as defined below) as of such Additional Closing Notice Date and (II) no Equity Conditions Failure (as defined below) exists (or detailing any such Equity Conditions Failure and specifying that no Additional Closing shall occur unless the Buyers waive such Equity Conditions Failure) as of such Additional Closing Notice Date (the “Additional Notice Conditions”), (B) confirming the aggregate principal amount of the Additional Notes to purchase be purchased by the Notes are subject Buyers (which, with respect to the fulfillment, on or before each any given Additional Closing, shall not exceed $80,000,000 in the aggregate (or such other amount as the Company and the Buyers shall mutually agree)), the pro rata amount to be purchased by such Buyer (which, together with the aggregate principal amount of each of the following conditions: (a) The notifications of the Purchasers and KiOR pursuant to the HSR Act, if anyany Additional Notes issued at any prior Additional Closings, shall have been made and not exceed the applicable waiting period and any extensions thereof shall have expired or been terminated; and (b) Consummation of the transactions contemplated hereby or by the Transaction Documents shall not have been restrained, enjoined or otherwise prohibited or made illegal by, or conditioned upon the receipt of any approvals or consents from Governmental Authorities under, any applicable law. ii. The obligations of KiOR to sell the Notes are subject to the fulfillment, on or before any Additional Closing, of each of the following conditions, unless otherwise waived by KiOR: (a) each Purchaser shall pay to KiOR, by wire transfer of immediately available funds, the applicable maximum aggregate principal amount as set forth opposite such PurchaserBuyer’s name under the heading “Additional Closing” in column (4) on the Schedule of Purchasers for Buyers), (C) setting forth the Notes being purchased by such Purchaser at the Additional Closing. The proposed Additional Closing Date (which shall be the fifth (5th) Trading Day after such Additional Closing Notice or such other date as is mutually agreed to by the Company and each Buyer, each, an “Additional Closing Date”, and together with the Initial Closing Date, each a “Closing Date”) and (D) attaching the draft applicable additional Supplemental Indenture and Prospectus Supplement (as defined below) with respect thereto. Each Additional Closing Notice, upon mutual consent of each Buyer and the Company, shall be irrevocable. For the avoidance of doubt, the Buyers shall not be deemed required to occur, and all such payments by consummate any Purchaser shall be deemed to be held in escrow, until all Purchasers listed Additional Closing without Buyers’ consent or if on the Schedule of Purchasers have tendered Additional Closing Date the Additional Closing Volume Condition, the Additional Closing Price Condition or any Additional Notice Condition or Additional Closing Condition, as applicable, has not been satisfied in full. The Company’s rights to KiOR effect any Additional Closings hereunder with the applicable Purchase Price indicated thereon; and Buyers’ consent shall terminate upon the eighteen (b) each 18)—month anniversary of the representations and warranties of each Purchaser in this Agreement and the other Transaction Documents shall be true and correct on the date of the Additional Closing, and the occurrence of hereof (or such Additional Closing shall be deemed to be a representation and warranty of each Purchaser that such representations and warranties are true and correct. iii. The obligations of each Purchaser to purchase the Notes are subject to the fulfillment, on or before each Additional Closing, of each of the following conditions, unless otherwise waived by such Purchaser: (a) the Required Purchasers shall have determined that earlier date as the Company shall have satisfied the applicable Milestone (as determined determine, in the its sole discretion discretion, by delivery of (and a written notice to the satisfaction ofBuyers) (the Required Purchasers“Additional Closing Expiration Date”); (b) the representations and warranties of the Company set forth in Section 4 of this Agreement shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by “materiality” or “Material Adverse Effect” in the text thereof) on and as of such Additional Closing, and no Default or Event of Default shall have occurred and be continuing as of the date of such Additional Closing; and (c) the Company shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Company on or before such Additional Closing.

Additional Closing. i. The obligations of KiOR to sell On the Notes, and date of the Purchasers to purchase the Notes are subject to the fulfillment, on Company ------------------ Additional Closing or before each Buyer Additional Closing, as applicable (collectively, the "Additional Closing"), the Company shall complete the Series G Certificate of each of Designation by inserting the following conditions: (a) The notifications of price per share to be paid for the Purchasers and KiOR Series G Preferred Shares, as determined pursuant to the HSR Actterms of Section 1(d) or Section 1(e), if anyas applicable, shall have been made and the applicable waiting period and any extensions thereof shall have expired number of Series G Preferred Shares to be issued, as determined pursuant to the terms of Section 1(d) or been terminated; and (b) Consummation Section 1(e), as applicable, file the Series G Certificate of Designation with the Office of the transactions contemplated hereby Delaware Secretary of State and issue and deliver to each Buyer a stock certificate(s) representing such number of Company Series G Preferred Shares or Buyer Series G Preferred Shares, as applicable, which such Buyer is then purchasing (as indicated opposite such Buyer's name on the Schedule of Buyers or in the Buyer Notice, as applicable), duly executed on behalf of the Company and registered in the name of such Buyer or its designee (the "Series G Stock Certificates" and together with the Series F Stock Certificates, the "Stock Certificates"). The Additional Closing shall occur on the date set forth in the Company Notice or Buyer Notice, as applicable, at the offices of Schulte Roth & Zabel LLP, 900 Third ▇▇▇▇▇▇, ▇▇▇ Yo▇▇, ▇ew Yor▇ ▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇l be agreed upon by the Transaction Documents shall not have been restrained, enjoined or otherwise prohibited or made illegal by, or conditioned upon parties. On the receipt date of any approvals or consents from Governmental Authorities under, any applicable law. ii. The obligations of KiOR to sell the Notes are subject to the fulfillment, on or before any Additional Closing, of each of the following conditions, unless otherwise waived by KiOR: (a) each Purchaser Buyer shall pay the Company the purchase price for the Company Series G Preferred Shares or Buyer Series G Preferred Shares, as applicable, to KiORbe issued and sold to such Buyer at the Additional Closing, by wire transfer of immediately available funds, funds in accordance with the applicable amount set forth opposite such Purchaser’s name under Company's written wire instructions provided in writing to the heading “Additional Closing” on the Schedule of Purchasers for the Notes being purchased by such Purchaser Buyers at the Additional Closing. The Additional Closing shall not be deemed least two days prior to occur, and all such payments by any Purchaser shall be deemed to be held in escrow, until all Purchasers listed on the Schedule of Purchasers have tendered to KiOR the applicable Purchase Price indicated thereon; and (b) each of the representations and warranties of each Purchaser in this Agreement and the other Transaction Documents shall be true and correct on the date of the Additional Closing, and the occurrence of such Additional Closing shall be deemed to be a representation and warranty of each Purchaser that such representations and warranties are true and correct. iii. The obligations of each Purchaser to purchase the Notes are subject to the fulfillment, on or before each Additional Closing, of each of the following conditions, unless otherwise waived by such Purchaser: (a) the Required Purchasers shall have determined that the Company shall have satisfied the applicable Milestone (as determined in the sole discretion of (and to the satisfaction of) the Required Purchasers); (b) the representations and warranties of the Company set forth in Section 4 of this Agreement shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by “materiality” or “Material Adverse Effect” in the text thereof) on and as of such Additional Closing, and no Default or Event of Default shall have occurred and be continuing as of the date of such Additional Closing; and (c) the Company shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Company on or before such Additional Closing.

Additional Closing. i. The obligations obligation of KiOR the Company hereunder to issue and sell the Notes, and of the Purchasers Notes to purchase the Notes are any Buyer at any Additional Closing is subject to the fulfillmentsatisfaction, on at or before each such Additional Closing, of each of the following conditions: (a) The notifications of the Purchasers and KiOR pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated; and (b) Consummation of the transactions contemplated hereby or by the Transaction Documents shall not have been restrained, enjoined or otherwise prohibited or made illegal by, or conditioned upon the receipt of any approvals or consents from Governmental Authorities under, any applicable law. ii. The obligations of KiOR to sell the Notes are subject to the fulfillment, on or before any Additional ClosingClosing Date, of each of the following conditions, unless otherwise provided that these conditions are for the Company’s sole benefit and may be waived by KiORthe Company at any time in its sole discretion by providing each such Buyer with prior written notice thereof: (ai) Such Buyer shall have executed each Purchaser of the Transaction Documents to which it is a party and delivered the same to the Company. (ii) The Company shall pay have received the Stockholder Approval. (iii) Such Buyer shall have delivered to KiOR, by wire transfer of immediately available funds, the Company its applicable amount set forth opposite such Purchaser’s name under Additional Purchase Price (less the heading “Additional Closing” on the Schedule of Purchasers amounts withheld pursuant to Section 4(g)) for the Notes being purchased by such Purchaser Buyer at the Additional Closing. The applicable Additional Closing shall not be deemed by wire transfer of immediately available funds pursuant to occurthe wire instructions provided by the Company, and all such payments by any Purchaser the Company shall be deemed to be held in escrow, until all Purchasers listed on have received the Schedule of Purchasers have tendered to KiOR the applicable aggregate Additional Purchase Price indicated thereon; and(less the amounts withheld pursuant to Section 4(g)). (biv) each of the The representations and warranties of each Purchaser in this Agreement and the other Transaction Documents shall be true and correct on the date of the Additional Closing, and the occurrence of such Additional Closing shall be deemed to be a representation and warranty of each Purchaser that such representations and warranties are true and correct. iii. The obligations of each Purchaser to purchase the Notes are subject to the fulfillment, on or before each Additional Closing, of each of the following conditions, unless otherwise waived by such Purchaser: (a) the Required Purchasers shall have determined that the Company shall have satisfied the applicable Milestone (as determined in the sole discretion of (and to the satisfaction of) the Required Purchasers); (b) the representations and warranties of the Company set forth in Section 4 of this Agreement Buyer shall be true and correct in all material respects (except for such representations qualified by materiality or Buyer Material Adverse Effect, which are true and correct in all respects) as of the date when made and as of the applicable Additional Closing Date as though made at that such materiality qualifier shall not be applicable to any time (except for representations and warranties that already are qualified or modified by “materiality” or “Material Adverse Effect” in the text thereof) on speak as of a specific date which shall be true and correct as of such Additional Closingspecified date), and no Default or Event of Default such Buyer shall have occurred and be continuing as of the date of such Additional Closing; and (c) the Company shall have performed performed, satisfied and complied in all material respects with all the covenants, agreements, obligations agreements and conditions contained in required by this Agreement that are required to be performed performed, satisfied or complied with by such Buyer at or prior to the applicable Additional Closing Date. (v) The Company on or before such shall consummate the Approved Investment giving rise to the applicable Additional Closing.

Additional Closing. i. (i) The obligations of KiOR to sell the Notes, and of Company hereunder in connection with the Purchasers to purchase the Notes Additional Closing are subject to the fulfillment, on or before each Additional Closing, of each of the following conditionsconditions being met: (a) i. The notifications of the Purchasers and KiOR pursuant to the HSR Act, if any, Merger Agreement shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated; and (b) Consummation of the transactions contemplated hereby or by the Transaction Documents shall not have been restrained, enjoined or otherwise prohibited or made illegal by, or conditioned upon the receipt of any approvals or consents from Governmental Authorities under, any applicable law.duly executed; ii. The obligations of KiOR to sell the Notes are subject accuracy in all material respects (or, to the fulfillmentextent representations or warranties are qualified by materiality, on or before any Additional Closing, of each of the following conditions, unless otherwise waived by KiOR: (ain all respects) each Purchaser shall pay to KiOR, by wire transfer of immediately available funds, the applicable amount set forth opposite such Purchaser’s name under the heading “Additional Closing” on the Schedule of Purchasers for the Notes being purchased by such Purchaser at the Additional Closing. The Additional Closing shall not be deemed to occur, and all such payments by any Purchaser shall be deemed to be held in escrow, until all Purchasers listed on the Schedule of Purchasers have tendered to KiOR the applicable Purchase Price indicated thereon; and (b) each Date of the representations and warranties of each Purchaser the Purchasers contained herein (unless as of a specific date therein in this Agreement and the other Transaction Documents which case they shall be true and correct on accurate in all material respects (or, to the date of the Additional Closingextent representations or warranties are qualified by materiality, and the occurrence in all respects) as of such Additional Closing shall be deemed to be a representation date); iii. all obligations, covenants and warranty agreements of each Purchaser that such representations and warranties are true and correctrequired to be performed at or prior to the Additional Closing Date shall have been performed; and iv. the delivery by each Purchaser of the items set forth in Section 2.3(b)(ii) of this Agreement. iii. (ii) The respective obligations of each Purchaser to purchase the Notes Purchasers hereunder in connection with the Additional Closing are subject to the fulfillmentfollowing conditions being met, on provided, however that such conditions may be waived, modified or before each Additional Closing, of each of amended by the following conditions, unless otherwise waived by such Purchaser: (a) the Required Purchasers i. The Merger Agreement shall have determined that been duly executed; ii. the Company shall have satisfied the applicable Milestone accuracy in all material respects (as determined in the sole discretion of (and or, to the satisfaction ofextent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Required Purchasers); (b) Additional Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effects, in all respects) as of such date); iii. all obligations, covenants and agreements of the Company required to be performed at or prior to the Additional Closing Date shall have been performed; iv. the delivery by the Company of the items set forth in Section 4 2.3(b)(i) of this Agreement Agreement; v. there shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by “materiality” or “have been no Material Adverse Effect” in Effect with respect to the text thereof) on and as of such Additional Closing, and no Default or Event of Default shall have occurred and be continuing as of the date of such Additional ClosingCompany; and (c) vi. from the Company date hereof to the Additional Closing Date, trading in the Common Stock shall not have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with been suspended by the Company Commission or the Company’s principal Trading Market and, at any time prior to the Additional Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or before on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Additional Closing.