Common use of Second Tranche Closing Clause in Contracts

Second Tranche Closing. On the Second Tranche Closing Date, provided that the Equity Conditions shall be satisfied as of such date, and subject to the mutual consent of the Company and the Investor, the Company agrees to sell, and the Investor agrees to purchase, an aggregate of $1,500,000 of Principal Amount of the Second Tranche Note and Warrants. The Investor shall deliver to the Company, via wire transfer, immediately available funds equal to the Investor’s Subscription Amount as to the Second Tranche Closing as set forth on the signature page hereto executed by the Investor, and the Company shall deliver to the Investor the Second Tranche Note and a Warrants, as determined pursuant to Section 2.2(a), and the Company and the Investor shall deliver the other items set forth in Section 2.2 deliverable at the Second Tranche Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, but only to the extent the Company shall also previously complied with all Transaction Documents prior to and as of the Second Tranche Closing Date, the Second Tranche Closing shall occur at the offices of Nxxxx Xxxxxx, at such other location as the parties shall mutually agree, or shall take place remotely by electronic transfer of applicable Transaction Documents. The obligation of the Investor to fund the Second Tranche shall be subject to the Registrable Securities, as defined by the Registration Rights Agreement, underlying the First Tranche Note and Warrants sold to the Investor at the First Tranche Closing being included for public sale in the Prospectus that is part of the Initial Resale Registration Statement, and to the Equity Conditions having been met as of the Second Tranche Closing Date.

Second Tranche Closing. On the Second Tranche Closing Datethird Trading Day following the effectiveness of the Resale Registration Statement, provided that the Equity Conditions shall be satisfied as of such date, and subject to the mutual consent satisfaction of the Company terms and the Investorconditions set forth herein, the Company agrees to sell, and the Investor agrees Purchasers, severally and not jointly, agree to purchase, an aggregate of $1,500,000 10,000,000 of Principal Amount of the Second Tranche Note Notes and Warrants. The Investor Each Purchaser shall deliver to the Company, via wire transfer, immediately available funds equal to the Investorsuch Purchaser’s Subscription Amount as to the Second Tranche Closing as set forth on the signature page hereto executed by the Investorsuch Purchaser, and the Company shall deliver to the Investor the Second Tranche each Purchaser its respective Note and a WarrantsWarrant, as determined pursuant to Section 2.2(a), and the Company and the Investor each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Second Tranche Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, but only to the extent the Company shall also previously complied with all Transaction Documents prior to and as of the Second Tranche Closing Date prior and as of such Second Tranche Closing Date, the Second Tranche Closing shall occur at the offices of Nxxxx Xxxxxx, at NYG or such other location as the parties shall mutually agree, or shall take place remotely by electronic transfer of applicable Transaction Documents. The obligation of the Investor Purchasers to fund the Second Tranche shall be subject to the all Registrable Securities, as defined by the Registration Rights Agreement, underlying the First Tranche Note Notes and Warrants sold to the Investor each Purchaser at the First Tranche Closing and the Second Tranche Closing being included for public sale in the Prospectus that is part of the Initial initial Resale Registration Statement. Notwithstanding the foregoing, and to the Equity Conditions having been met as of if the Second Tranche Closing Datehas not occurred prior to April 30, 2024, no Second Tranche Closing shall occur hereunder.

Second Tranche Closing. On the Second Tranche Closing Effective Date, provided that the Equity Conditions shall be satisfied as of such date, and subject to the mutual consent of the Company and the InvestorPurchasers, and compliance with the Equity Conditions (as defined in the Notes), on the Second Tranche Closing Date, upon the terms and conditions set forth herein, the Company agrees to sell, and the Investor agrees Purchasers, severally and not jointly, agree to purchase, an aggregate of $1,500,000 6,000,000 of Principal Amount of Notes and Warrants, subject to adjustment as set forth in this Section 2.1(b). In the event the principal amount of the Note issued in the First Tranche Closing, when aggregated with the Note to be issued in the Second Tranche Note and WarrantsClosing, exceeds 30% of the market capitalization of the Company’s Common Stock as reported by Bloomberg L.P, then the principal amount to be issued in the Second Tranche Closing will be limited to 30%, in the aggregate among both Notes, of the market capitalization on the Second Tranche Closing Date, unless waived in the sole discretion of the Purchaser. The Investor Each Purchaser shall deliver to the Company, via wire transfertransfer or a certified check, immediately available funds equal to the Investorsuch Purchaser’s Subscription Amount as to the Second Tranche Closing as set forth on the signature page hereto executed by the Investorsuch Purchaser, and the Company shall deliver to the Investor the Second Tranche Note each Purchaser its respective Notes and a WarrantsWarrant, as determined pursuant to Section 2.2(a), and the Company and the Investor each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Second Tranche Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, but only to the extent the Company shall also previously complied with all Transaction Documents prior to and as of the Second Tranche Closing Date, the Second Tranche Closing shall occur at the offices of Nxxxx Xxxxxx, at EGS or such other location as the parties shall mutually agree, or shall take place remotely by electronic transfer of applicable Transaction Documents. The obligation of the Investor to fund the Second Tranche shall be subject to the Registrable Securities, as defined by the Registration Rights Agreement, underlying the First Tranche Note and Warrants sold to the Investor at the First Tranche Closing being included for public sale in the Prospectus that is part of the Initial Resale Registration Statement, and to the Equity Conditions having been met as of the Second Tranche Closing Date.

Second Tranche Closing. On the Second Tranche Closing Date, provided that the Equity Conditions Conditions, the Nasdaq Extension Condition, and DACA Condition shall be satisfied as of such date, and subject to the mutual consent of the Company and the Investor, the Company agrees to sell, and the Investor agrees to purchase, an aggregate of $1,500,000 US$3,000,000 of Principal Amount of the Second Tranche Note and Warrants. The Investor shall deliver to the Company, via wire transfer, immediately available funds equal to the Investor’s Subscription Amount as to the Second Tranche Closing as set forth on the signature page hereto executed by the Investor, and the Company shall deliver to the Investor the Second Tranche Note and a Warrants, as determined pursuant to Section 2.2(a), and the Company and the Investor shall deliver the other items set forth in Section 2.2 deliverable at the Second Tranche Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, but only to the extent the Company shall also previously complied with all Transaction Documents prior to and as of the Second Tranche Closing Date, the Second Tranche Closing shall occur at the offices take place remotely by electronic transfer of Nxxxx Xxxxxx, applicable Transaction Documents or at such other location as the parties shall mutually agree, or shall take place remotely by electronic transfer of applicable Transaction Documents. The obligation of the Investor to fund the Second Tranche shall be subject to the Registrable Securities, as defined by the Registration Rights Agreement, underlying the First Tranche Note and Warrants sold to the Investor at the First Tranche Closing being included for public sale in the Prospectus that is part of the Initial Resale Registration Statement, and to the Equity Conditions having been met as of the Second Tranche Closing Date.

Second Tranche Closing. On the Second Tranche Closing Date, subject to mutual consent, provided that the Equity Conditions shall be satisfied as of such date, date and upon the terms and subject to the mutual consent of the Company and the Investorconditions set forth herein, the Company agrees to sell, and the Investor agrees to purchase, an aggregate of purchase $1,500,000 1,000,000 of Principal Amount of the Second Tranche Note and Warrantsthe number of Warrants as determined pursuant to Section 2.2(a). The Investor shall deliver to the Company, via wire transfer, immediately available funds equal to the Investor’s Subscription Amount as to the Second Tranche Closing as set forth on the signature page hereto executed by the Investor, and the Company shall deliver to the Investor the Second Tranche Note and a the Warrants, as determined pursuant to Section 2.2(a), and the Company and the Investor shall deliver the other items set forth in Section 2.2 deliverable at the Second Tranche Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, but only to the extent the Company shall also previously complied with all Transaction Documents prior to and as of the Second Tranche Closing Date, the Second Tranche Closing shall occur at the offices of Nxxxx Xxxxx Xxxxxx, at such other location as the parties shall mutually agree, or shall take place remotely by electronic transfer of applicable Transaction Documents. The obligation of the Investor to fund the Second Tranche shall be subject to the Registrable Securities, as defined by the Registration Rights Agreement, underlying the First Tranche Note and Warrants sold to the Investor at the First Tranche Closing being included for public sale in the Prospectus that is part of the Initial Resale Registration Statement, and to the Equity Conditions having been met as of the Second Tranche Closing Date.