Common use of Second Tranche Clause in Contracts

Second Tranche. (a) On the Second Tranche Closing Date, each Purchaser shall deposit with the Money Escrow Agent for future return or disbursement in accordance with this Section 2.3 and/or Section 2.5 (if applicable), an aggregate amount in United States dollars equal to the product of 50% of (x) the product of (1) 500,000 multiplied by (2) such Purchaser's First Tranche Percentage multiplied by (y) the Closing Price on the Trading Day immediately preceding the Second Tranche Closing Date. (b) Not later than the third Trading Day prior to the Second Tranche Closing Date, each Purchaser shall deliver a written notice ("Second Tranche Purchase Notice") via facsimile to the Seller specifying the number of Shares to be purchased by such Purchaser on the Second Tranche Settlement Date (as defined below), which notice (1) will specify a minimum number of Shares equal to the product of (x) 500,000 multiplied by (y) such Purchaser's First Tranche Percentage and (2) may not specify a number of Shares greater than the product of (x) 750,000 multiplied by (y) such Purchaser's First Tranche Percentage. The Shares indicated on all Second Tranche Purchase Notices or the notices delivered by the Purchasers under Section 2.3(d), as applicable, are collectively referred to as the "Second Tranche Shares". (c) On the 19 th Trading Day after the Second Tranche Closing Date (such date, the "Second Tranche Settlement Date"), subject to the provisions of Section 2.6 and this Section 2.3: (1) If the Seller shall have obtained and delivered to the Purchasers the Waiver by the Second Tranche Settlement Date, then if the Seller shall have received either (x) notice from the Money Escrow Agent of the Money Escrow Agent's receipt of the funds required to have been delivered by the Purchasers pursuant to 2.3(a) and (if applicable) Section 2.3(c)(2), or (y) other reasonably acceptable evidence of the delivery of such funds to the Money Escrow Agent, the Seller shall deliver to each Purchaser's DTC Account through the Depository Trust Company DWAC system the number of Shares indicated in such Purchaser's Second Tranche Purchase Notice.

Second Tranche. At the Company's sole option, as the Company has the option to terminate the second tranche for any reason, the Investors shall purchase (apro rata) On the Second Tranche Closing Date, each Purchaser shall deposit with the Money Escrow Agent for future return or disbursement in accordance with this Section 2.3 and/or Section 2.5 (if applicable), an aggregate principal amount in United States dollars equal to the product of 50% of Five Hundred Thousand (x$500,000) the product of Dollars (1) 500,000 multiplied by (2) such Purchaser's First Tranche Percentage multiplied by (y) the Closing Price on the Trading Day immediately preceding the Second Tranche Closing Date. (b) Not later than the third Trading Day prior to the Second Tranche Closing Date, each Purchaser shall deliver a written notice ("Second Tranche Purchase Notice") via facsimile to the Seller specifying the number of Shares to be purchased by such Purchaser on the Second Tranche Settlement Date (as defined below), which notice (1) will specify a minimum number of Shares equal to the product of (x) 500,000 multiplied by (y) such Purchaser's First Tranche Percentage and (2) may not specify a number of Shares greater than the product of (x) 750,000 multiplied by (y) such Purchaser's First Tranche Percentage. The Shares indicated on all Second Tranche Purchase Notices or the notices delivered by the Purchasers under Section 2.3(d), as applicable, are collectively referred to as the "Second Tranche SharesInvestment Amount". ) principal amount of Preferred Stock, on the ninetieth (c90th) On day following the 19 th Trading Day after first tranche's Effective Date and at the Second Tranche Closing Date Company's request in writing ten (such date, the "Second Tranche Settlement Date"), subject 10) days prior to the provisions second tranche Closing Date, upon the satisfaction of Section 2.6 and this Section 2.3the following conditions: (1i) If delivery into escrow by the Seller Company of an aggregate principal amount of Five Hundred Thousand ($500,000) Dollars of original Preferred Stock, as more fully set forth in the Escrow Agreement attached hereto as Exhibit E; (ii) the Investors shall have received an opinion of counsel of the Company as set forth in this Agreement; (iii) the Investors shall have received certification from the Company that the Certificate of Designation previously supplied to the Investors on the Closing Date for the first tranche has not been altered and remains in full force and effect; (iv) the Company shall have obtained all permits and delivered qualifications required by any state for the offer and sale of the Preferred Stock, or shall have the availability of exemptions therefrom. The sale and issuance of the Preferred Stock shall be legally permitted by all laws and regulations to which the Purchasers Company is subject; (v) the Waiver by the Second Tranche Settlement Date, then if the Seller Investors shall have received either written certification that the representations and warranties of the Company are true and correct in all material respects as of the Closing Date for the second tranche of the Preferred Stock as though made at each such time (except for representations and warranties specifically made as of a particular date) with respect to all periods, and as to all events and circumstances occurring or existing to and including the Closing Date for the second tranche of the Preferred Stock; (vi) the Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement, the Certificate of Designation, the Registration Rights Agreement and the Warrants, to be performed, satisfied or complied with by the Company at or prior to the Closing Date for the second tranche of the Preferred Stock; (vii) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits or directly and adversely affects any of the transactions contemplated by this Agreement, and no proceeding shall have been commenced that may have the effect of prohibiting or adversely affecting any of the transactions contemplated by this Agreement; (viii) since the date of filing of the Company's most recent SEC Document, no event that had or is reasonably likely to have a Material Adverse Effect has occurred; (ix) the trading of the Common Stock is not suspended by the SEC or the Principal Market, and the Common Stock shall have been approved for listing or quotation on and shall not have been delisted from the Principal Market. The issuance of the Securities with respect to the Closing for the first tranche of the Preferred Stock shall not violate the shareholder approval requirements of the Principal Market. Except as set forth on Schedule A attached hereto, the Company shall not have been contacted by the NASD concerning the delisting of the Common Stock on the Principal Market, and the Company currently meets all listing requirements during the thirty (30) day period immediately preceding the Closing Date for the second tranche; (x) notice from payment of fees as set forth in Section 12.7 below; and (xi) the Money Escrow Agent Investors shall have received and been reasonably satisfied with such other certificates and documents as shall have been reasonably requested by the Investors in order for the Investor to confirm the Company's satisfaction of the Money Escrow Agent's receipt of the funds required to have been delivered by the Purchasers pursuant to 2.3(a) and (if applicable) Section 2.3(c)(2), or (y) other reasonably acceptable evidence of the delivery of such funds to the Money Escrow Agent, the Seller shall deliver to each Purchaser's DTC Account through the Depository Trust Company DWAC system the number of Shares indicated conditions set forth in such Purchaser's Second Tranche Purchase Notice.this

Second Tranche. The Investors shall purchase (apro rata) On the Second Tranche Closing Date, each Purchaser shall deposit with the Money Escrow Agent for future return or disbursement in accordance with this Section 2.3 and/or Section 2.5 (if applicable), an aggregate principal amount in United States dollars equal to the product of 50% of Six Hundred Thousand (x$600,000) the product of Dollars (1) 500,000 multiplied by (2) such Purchaser's First Tranche Percentage multiplied by (y) the Closing Price on the Trading Day immediately preceding the Second Tranche Closing Date. (b) Not later than the third Trading Day prior to the Second Tranche Closing Date, each Purchaser shall deliver a written notice ("Second Tranche Purchase Notice") via facsimile to the Seller specifying the number of Shares to be purchased by such Purchaser on the Second Tranche Settlement Date (as defined below), which notice (1) will specify a minimum number of Shares equal to the product of (x) 500,000 multiplied by (y) such Purchaser's First Tranche Percentage and (2) may not specify a number of Shares greater than the product of (x) 750,000 multiplied by (y) such Purchaser's First Tranche Percentage. The Shares indicated on all Second Tranche Purchase Notices or the notices delivered by the Purchasers under Section 2.3(d), as applicable, are collectively referred to as the "Second Tranche Investment Amount") principal amount of Preferred Stock, on the ninetieth (90th) day following the effective date of a Registration Statement covering the Underlying Shares", upon the satisfaction of the following conditions: (i) the Investors shall have received certification that the Company has obtained shareholder approval for the Company's issuance of more than twenty (20%) percent of its Common Stock in connection with the transactions contemplated hereby; (ii) delivery into escrow by the Company of an aggregate principal amount of Six Hundred Thousand ($600,000) Dollars of original Preferred Stock, as more fully set forth in the Escrow Agreement attached hereto as Exhibit F; (iii) the Investors shall have received an opinion of counsel of the Company as set forth in this Agreement; (iv) the Investors shall have received certification from the Company that the Certificate of Designation previously supplied to the Investors on the Closing Date for the Initial Shares has not been altered and remains in full force and effect. (cv) On the 19 th Investors shall have received written proof that the Registration Statement (which includes all Underlying Shares) has previously become effective and remains effective for at least ninety days and is effective during the three Trading Day after Days immediately prior to the Second Tranche Closing Date for the second tranche, and (A) neither the Company nor any of the Investors shall have received notice that the SEC has issued or intends to issue a stop order with respect to the Registration Statement or that the SEC otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or intends or has threatened to do so (unless the SEC's concerns have been addressed and the Investors are reasonably satisfied that the SEC no longer is considering or intends to take such date, the "Second Tranche Settlement Date"action), subject to and (B) no other suspension of the provisions use or withdrawal of Section 2.6 and this Section 2.3:the effectiveness of the Registration Statement or related prospectus shall exist. (1vi) If the Seller Company shall have obtained all permits and delivered qualifications required by any state for the offer and sale of the Preferred Stock, or shall have the availability of exemptions therefrom. The sale and issuance of the Preferred Stock shall be legally permitted by all laws and regulations to which the Purchasers Company is subject; (vii) the Waiver by the Second Tranche Settlement Date, then if the Seller Investors shall have received either written certification that the representations and warranties of the Company are true and correct in all material respects as of the Closing Date for the second tranche of the Preferred Stock as though made at each such time (except for representations and warranties specifically made as of a particular date) with respect to all periods, and as to all events and circumstances occurring or existing to and including the Closing Date for the second tranche of the Preferred Stock; (viii) the Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement, the Certificate of Designation, the Registration Rights Agreement and the Warrants, to be performed, satisfied or complied with by the Company at or prior to the Closing Date for the second tranche of the Preferred Stock; (ix) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits or directly and adversely affects any of the transactions contemplated by this Agreement, and no proceeding shall have been commenced that may have the effect of prohibiting or adversely affecting any of the transactions contemplated by this Agreement; (x) notice since the date of filing of the Company's most recent SEC Document, no event that had or is reasonably likely to have a Material Adverse Effect has occurred; (xi) the trading of the Common Stock is not suspended by the SEC or the Principal Market, and the Common Stock shall have been approved for listing or quotation on and shall not have been delisted from the Money Escrow Agent Principal Market. The issuance of shares of Common Stock with respect to the Closing for the first tranche of the Money Escrow Agent's receipt Preferred Stock shall not violate the shareholder approval requirements of the funds required to Principal Market. The Company shall not have been delivered contacted by the Purchasers pursuant NASD concerning the delisting of the Common Stock on the Principal Market, and the Company currently meets all listing requirements during the thirty (30) day period immediately preceding the Closing Date for the second tranche; (xii) payment of fees as set forth in Section 13.7 below; and (xiii) the Investors shall have received and been reasonably satisfied with such other certificates and documents as shall have been reasonably requested by the Investors in order for the Investor to 2.3(aconfirm the Company's satisfaction of the conditions set forth in this Section, including, without limitation, a certificate in substantially the form and substance of Exhibit C hereto, executed in either case by an executive officer of the Company and to the effect that all the conditions to such Closing shall have been satisfied as at the date of each such certificate. In no event shall the Investors be obligated to purchase any shares of Preferred Stock if a Registration Statement including the Underlying Shares, is not declared effective prior to eighteen (18) months after the Subscription Date. Notwithstanding Sections 2.11 (a) and (if applicableb) Section 2.3(c)(2)herein, or (y) other reasonably acceptable evidence the Company has the sole option of terminating its obligations to issue the Preferred Stock in these Sections, by giving written notice to the Placement Agent and each of the delivery Investors at any time prior to twenty (20) days after the effective date of such funds a Registration Statement covering the Underlying Shares. The Preferred Stock shall be convertible pursuant to the Money Escrow Agent, terms and conditions of the Seller shall deliver to each Purchaser's DTC Account through the Depository Trust Company DWAC system the number Certificate of Shares indicated in such Purchaser's Second Tranche Purchase NoticeDesignation.

Second Tranche. At the Company's option (awhich must be in the form of written notice to each of the Investors at least five Business Days prior to the Closing of the Second Tranche setting forth the dollar amount which shall be a minimum of $1,000,000 and a maximum of $3,000,000) On the Company will sell and the Investors will buy, in reliance upon the representations and warranties contained in this Agreement, and upon the terms and satisfaction of each of the conditions set forth below, that number of Secondary Shares derived from dividing the dollar amount set forth in the Company's option notice by the Issuance Price (pro rata amongst the Investors based upon each Investor's First Tranche Purchase Price), after the earlier to occur of (y) 165 calendar days after the Subscription Date, and (z) two Business Days after the expiration of the second Reset Period for the Initial Shares, upon the satisfaction of each of the following conditions (the Company must exercise this option within 20 calendar days after the earlier of (y) and (z) herein): (A) Delivery into escrow by the Company of the original Secondary Shares, as more fully set forth in the Escrow Agreement attached hereto; (B) The Investors shall have received an opinion of counsel of the Company as set forth in Exhibit D annexed to this Agreement, dated on the Second Tranche Closing Date; (C) The Registration Statement (which includes at least 150% of the Initial Shares which have not yet been subject to a Reset Period, 100% of the Initial Shares that were subject to a Reset Period, 150% of the Secondary Shares, and 100% of the Warrant Shares) has previously become effective and remains effective for at least 40 calendar days and during the ten (10) Trading Days immediately prior to the Company's notice for the Second Tranche and the Second Tranche Closing Date, each Purchaser and (A) neither the Company nor any of the Investors shall deposit have received notice that the SEC has issued or intends to issue a stop order with respect to the Money Escrow Agent for future return Registration Statement or disbursement in accordance with this Section 2.3 and/or Section 2.5 that the SEC otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or intends or has threatened to do so (if applicableunless the SEC's concerns have been addressed and the Investors are reasonably satisfied that the SEC no longer is considering or intends to take such action), an aggregate amount and (B) no other suspension of the use or withdrawal of the effectiveness of the Registration Statement or related prospectus shall exist; (D) The Company shall have obtained all permits and qualifications required by any state for the offer and sale of the Secondary Shares, or shall have the availability of exemptions therefrom. The sale and issuance of the Secondary Shares shall be legally permitted by all laws and regulations to which the Company is subject; (E) The Investors shall have received written certification that the representations and warranties of the Company contained in United States dollars equal this Agreement and all Exhibits annexed hereto are true and correct in all material respects as of the Second Tranche Closing Date as though made at each such time (except for representations and warranties specifically made as of a particular date) with respect to the product of 50% of (x) the product of (1) 500,000 multiplied by (2) such Purchaser's First Tranche Percentage multiplied by (y) the Closing Price on the Trading Day immediately preceding all periods, and as to all events and circumstances occurring or existing to and including the Second Tranche Closing Date.; (bF) Not later than The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement, the third Trading Day Escrow Agreement, the Registration Rights Agreement and the Warrants, to be performed, satisfied or complied with by the Company at or prior to the Second Tranche Closing Date; (G) No statute, each Purchaser rule, regulation, executive order, decree, ruling or injunction shall deliver have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits or directly and adversely affects any of the transactions contemplated by this Agreement or the Exhibits annexed hereto, and no proceeding shall have been commenced that may have the effect of prohibiting or adversely affecting any of the transactions contemplated by this Agreement or the Exhibits annexed hereto; (H) The trading of the Common Stock is not suspended by the SEC or the Principal Market, and the Common Stock shall not have been delisted from the OTC Bulletin BoardThe Company currently meets all applicable listing requirements of the Principal Market; (I) No change of control in the Company shall have occurred. Change of Control shall mean the occurrence of any of (a) an acquisition after the Subscription Date by a written notice Person of in excess of 50% of the voting securities of the Company, ("Second Tranche Purchase Notice"b) via facsimile to a replacement of more than one half of the Seller specifying board of directors in place as of the number Subscription Date which is not approved by those individuals who are members of Shares to be purchased by such Purchaser the board of directors on the Second Tranche Settlement Subscription Date (as defined below)in one or a series of transactions, which notice (1) will specify a minimum number of Shares equal to the product of (x) 500,000 multiplied by (y) such Purchaser's First Tranche Percentage and (2) may not specify a number of Shares greater than the product of (x) 750,000 multiplied by (y) such Purchaser's First Tranche Percentage. The Shares indicated on all Second Tranche Purchase Notices or the notices delivered by the Purchasers under Section 2.3(d), as applicable, are collectively referred to as the "Second Tranche Shares". (c) On the 19 th merger of the Company with, or into another entity, consolidation or sale of all or substantially all of the assets of the Company in one or a series of related transactions, or (d) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in (a), (b) or (c) herein; (J) The average Bid Price for the 20 consecutive Trading Day after Days immediately preceding the notice by the Company of its intention to proceed with the second tranche and the days immediately preceding the Second Tranche Closing Date (such date, the "Second Tranche Settlement Date"), subject to the provisions of Section 2.6 and this Section 2.3:shall be greater than $1.25; (1K) If The average daily trading volume for the Seller shall have obtained and delivered to Common Stock as reported by Bloomberg, LP for the Purchasers 20 Trading Days immediately preceding the Waiver by Company's notice for the Second Tranche Settlement Date, then if and preceding the Seller Closing for the second tranche shall have received either be a minimum of 100,000; and (xL) notice from the Money Escrow Agent None of the Money Escrow Agent's receipt Investor's, in the event of the funds required to have been delivered by the Purchasers pursuant to 2.3(a) and (if applicable) Section 2.3(c)(2), or (y) other reasonably acceptable evidence Closing of the delivery Secondary Shares would own or be deemed beneficially deemed to own, more than 9.99% of such funds to the Money Escrow Agent, the Seller shall deliver to each Purchaser's DTC Account through the Depository Trust Company DWAC system the number outstanding shares of Shares indicated in such Purchaser's Second Tranche Purchase NoticeCommon Stock.

Second Tranche. Upon written notice (acertifying compliance with all of the conditions set forth below, referred to as the "Second Tranche Notice", which notice shall be sent by the Company to each of the Investors at least five Business Days within five Business Days after the Effective Date), the Company will sell and the Investors will buy, in reliance upon the representations and warranties contained in this Agreement, and upon the terms and satisfaction of each of the conditions set forth below, $2,500,000 principal amount of Debentures and Warrants to purchase 375,000 Warrant Shares. Assuming the Company serves the Second Tranche Notice as indicated above the Second Tranche Closing Date shall occur on the tenth Business Day after the Effective Date. The conditions precedent to the Second Tranche Closing Date are as follows: (A) On Delivery into escrow by the Company of the original Debentures and Warrants to be issued on the Second Tranche Closing Date, each Purchaser as more fully set forth in the Escrow Agreement attached hereto; (B) The Investors shall deposit with have received an opinion of counsel of the Money Escrow Agent for future return or disbursement Company in accordance with the form as set forth in Exhibit F annexed to this Section 2.3 and/or Section 2.5 (if applicable)Agreement, an aggregate amount in United States dollars equal to the product of 50% of (x) the product of (1) 500,000 multiplied by (2) such Purchaser's First Tranche Percentage multiplied by (y) the Closing Price dated on the Trading Day immediately preceding the Second Tranche Closing Date.; (bC) Not later than The Registration Statement (which includes at 150% of the third Trading Day total number of Underlying Shares underlying the Debentures issued in the First Tranche, and 100% of the Warrant Shares underlying the Warrants that were issued in the First Tranche) has previously become effective and remains effective immediately prior to the Second Tranche Notice and the Second Tranche Closing Date, and (A) neither the Company nor any of the Investors shall have received notice that the SEC has issued or intends to issue a stop order with respect to the Registration Statement or that the SEC otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or intends or has threatened to do so, and (B) no other suspension of the use or withdrawal of the effectiveness of the Registration Statement or related prospectus shall exist; (D) The Company shall have obtained all permits and qualifications required by any state for the offer and sale of the Warrants and Debentures issuable in connection with the Second Tranche, or shall have the availability of exemptions therefrom. All laws and regulations to which the Company is subject shall legally permit the sale and issuance of the Warrants and Debentures issuable in connection with the Second Tranche; (E) The Investors shall have received written certification that the representations, covenants, and warranties of the Company contained in this Agreement and all Exhibits annexed hereto are true and correct in all material respects as of the Second Tranche Closing Date as though made at each such time (except for representations and warranties specifically made as of a particular date) with respect to all periods, and as to all events and circumstances occurring or existing to and including the Second Tranche Closing Date; (F) The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement (including all Exhibits annexed hereto), to be performed, satisfied or complied with by the Company at or prior to the Second Tranche Closing Date; (G) No statute, each Purchaser rule, regulation, executive order, decree, ruling or injunction shall deliver a written notice have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits or directly and adversely affects any of the transactions contemplated by this Agreement or the Exhibits annexed hereto, and no proceeding shall have been commenced that may have the effect of prohibiting or adversely affecting any of the transactions contemplated by this Agreement or the Exhibits annexed hereto; ("Second Tranche Purchase Notice"H) via facsimile to The SEC or the Seller specifying Principal Market has not suspended the number trading of Shares to be purchased by such Purchaser on the Second Tranche Settlement Date (as defined below)Common Stock, which notice (1) will specify a minimum number of Shares equal to and the product of (x) 500,000 multiplied by (y) such Purchaser's First Tranche Percentage and (2) may Common Stock shall not specify a number of Shares greater than have been delisted from the product of (x) 750,000 multiplied by (y) such Purchaser's First Tranche PercentageNasdaq National Market. The Shares indicated on all Second Tranche Purchase Notices or the notices delivered by the Purchasers under Section 2.3(d)Company, as applicable, are collectively referred to as the "Second Tranche Shares". (c) On the 19 th Trading Day after of the Second Tranche Closing Date meets all applicable listing requirements of the Nasdaq National Market; (such dateI) No "Change of Control" in the Company shall have occurred since the First Tranche Closing Date. Change of Control shall mean the occurrence of any of (a) an acquisition after the Subscription Date by a Person of in excess of 50% of the voting securities of the Company, (b) a replacement of more than one half of the "Second Tranche Settlement Date"board of directors in place as of the Subscription Date which is not approved by those individuals who are members of the board of directors on the Subscription Date in one or a series of transactions, (c) the merger of the Company with, or into another entity, consolidation or sale of all or substantially all of the assets of the Company in one or a series of related transactions, or (d) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in (a), subject to the provisions of Section 2.6 and this Section 2.3:(b) or (c) herein; (1J) If None of the Seller shall have obtained and delivered to Investors, in the Purchasers event of the Waiver by Closing of the Second Tranche Settlement Datewould own or be beneficially be deemed to own, then if more than 4.99% of the Seller outstanding shares of Common Stock; (K) No Material Adverse Effect shall have received either occurred since the First Tranche Closing Date; (xL) notice from The Company shall not have breached a material term of this Agreement or any Exhibit annexed hereto; (M) The Company shall be in full compliance with the Money Escrow Agent bridge note (the "Bridge Note") held by GCA due October 12, 1999, shall not be in default of any agreement it may have with GCA, and GCA shall not have moved to enforce its interest on the Money Escrow Agent's receipt Collateral; and (N) Receipt of proof that the funds required to have been delivered by the Purchasers pursuant to 2.3(afinancing statements and Security Agreement (as set forth in Section 4.37 below) remain in full force and effect (if applicable) Section 2.3(c)(2), as originally filed on or (y) other reasonably acceptable evidence of the delivery of such funds prior to the Money Escrow AgentFirst Tranche Closing Date) with the proper state authorities in the states of Nevada and Florida. Notwithstanding the foregoing, the Seller shall deliver Investors will not be obligated to each Purchaser's DTC Account through purchase the Depository Trust Company DWAC system Debentures and Warrants issuable in connection with the number of Shares indicated in such Purchaser's Second Tranche Purchase Noticein the event the SEC has not declared the Registration Statement covering the Securities in the First Tranche effective within six months after the First Tranche Closing Date.