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. (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. 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. (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 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 obligation of KiOR the Company hereunder to issue and sell the Notes, and of the Purchasers Preferred Shares to purchase the Notes are each Buyer at each 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: (a) Such Buyer and each Purchaser other Buyer shall pay have delivered to KiOR, the Company the Additional Purchase Price for the Preferred Shares being purchased by 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 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. (b) 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” 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 originally 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 specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to the Additional Closing; andClosing Date. (c) the Company No statute, rule, regulation, executive order, decree, ruling or injunction shall have performed and complied with all covenantsbeen enacted, agreementsentered, obligations and conditions contained in this Agreement promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that are required to be performed or complied with prohibits the consummation of any of the transactions contemplated by the Company on or before such Additional ClosingTransaction Documents.

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. (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. 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 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.