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. If, within thirty (a30) On calendar days after the date of this Agreement (the “Second Tranche Condition Period”), (i) an Event of Default (as defined in the Note) has not occurred under the Note, (ii) no event has occurred that, with the passage of time, would be an Event of Default (as defined in the Note) under the Note, (iii) the Common Stock is listed for trading on the Nasdaq Capital Market, (iv) the Company is in compliance with all of the listing standards of Nasdaq Capital Market, (v) the Company has not received any delisting or deficiency notice from Nasdaq Capital Market that remains uncured (for the avoidance of doubt, any cure period or grace period granted by Nasdaq shall be irrelevant for purposes of satisfying this condition since the deficiency must be fully cured), (vi) a registration statement under the 1933 Act covering the Holder’s resale at prevailing market prices of all of the June 2024 Securities issued and to be issued in connection with the Transaction Documents, Second Tranche Transaction Documents, and Third Tranche Transaction Documents shall have been filed by the Company with the SEC, (vii) the Common Stock shall not have traded at a price per share of less than the then applicable Floor Price (as defined in the Note) for a period of fifteen (15) consecutive calendar days after the date of this Agreement, and (viii) the Company has not breached any covenant, agreement, or other term or condition contained in the Transaction Documents (all of the aforementioned conditions in (i) through (viii) of this sentence are referred to herein as the “Second Tranche Funding Conditions”), then, at the Company’s option, which may be exercised by giving written notice to the Buyer within 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 Condition Period so long the Second Tranche Closing Date. Funding Conditions are satisfied (bthe “Second Tranche Funding Notice”), the Buyer shall fund the second tranche purchase price amount specified on the Buyer’s signature page hereto (the “Second Tranche) Not later than under the third Trading Day prior same terms and conditions as the Transaction Documents (the “Second Tranche Transaction Documents”) within seven (7) calendar days after the Buyer’s receipt of the Second Tranche Funding Notice (the “Second Tranche Funding Period”). For the avoidance of doubt, the Second Tranche Funding Conditions must continue to be satisfied during the Second Tranche Funding Period. The closing of the Second Tranche shall remain subject to the satisfaction of all of the other closing conditions and deliverables contained in each of the Second Tranche Transaction Documents to be delivered to the Buyer with respect to the Second Tranche. Accordingly, and for the avoidance of doubt, the Company must provide signed copies of all of the applicable Second Tranche Transaction Documents with respect 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 and all other closing deliverables within the Second Tranche Settlement Date (Funding Period as defined below)a condition of closing of the Second Tranche. For the avoidance of doubt, 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 is part 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 NoticeJune 2024 Offering.

Second Tranche. (a) On Subject to Section 9.1(b), at the Lender's sole discretion, the Lender may increase the amount of outstanding Principal under this Loan by an additional Two Million Dollars ($2,000,000), which additional amount shall comprise the Second Tranche, by providing this amount to the Borrower in cash or readily available funds, and the Borrower shall issue to the Lender two million (2,000,000) warrants for the purchase of an aggregate Two Million (2,000,000) shares of the Borrower's common stock (the "Additional Warrants"). The Additional Warrants shall be exercisable until 5:00 PM Pacific Time three (3) years from the Effective Date and shall be evidenced by one or more warrant certificates substantially in the form of Schedule B, attached hereto, with an exercise price of Twenty-One Cents ($0.21) per share. The Borrower expressly agrees that the Loan may be increased by the Second Tranche Closing Dateat the sole discretion of the Lender, each Purchaser shall deposit with and Borrower agrees to accept 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 additional principal 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 Dateon the terms and conditions set forth herein, provided that the Loan shall also be increased by the Second Tranche pursuant to the terms of Subsection 9.1(b). (b) Not later than Subject to Section 10 hereof, in the third Trading Day prior to event that the Borrower achieves the Benchmarks (defined below) on or before December 31, 2008, and the full amount of the Second Tranche Closing Dateshall not have already been provided to Borrower by Lender, each Purchaser then the Lender shall deliver a written notice ("increase the amount of outstanding Principal under the Loan by the amount of the Second Tranche. The Second Tranche Purchase Notice") via facsimile shall be subject to all of the terms and conditions contained in this Agreement with respect to the Seller specifying First Tranche. For the number purpose of Shares this Section 9.1, the Borrower shall have achieved the "Benchmarks" if all of the following have been accomplished (as determined by the Lender in its reasonable discretion): 9.1.1 The Borrower has sold at least one million (1,000,000) gallons of its Alderox product during calendar year 2008; 9.1.2 The Borrower has signed orders or contracts for the sale of at least one million (1,000,000) gallons of Alderox during calendar year 2009, or the Borrower has the reasonable expectation of selling at least one million (1,000,000) gallons of Alderox during calendar year 2009 based on signed orders for the sale of Alderox in calendar year 2009 and/or existing customer accounts; and 9.1.3 The Borrower has reached a gross profit margin of Five Dollars ($5.00) per gallon on its total sales of Alderox as calculated according to be purchased by such Purchaser on U.S. Generally Accepted Accounting Procedures in effect at the time in calendar year 2008. At the time of the drawdown of the Second Tranche Settlement Date (as defined below)the Borrower shall complete a "Drawdown Certificate" in the form of Schedule I, which notice (1) will specify a minimum number of Shares equal attached hereto, and return 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 PercentageLender. The Shares indicated on Drawdown Certificate shall confirm that 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 conditions precedent in Section 10 have been satisfied at the time 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 Noticedrawdown.