Common use of Second Tranche Clause in Contracts

Second Tranche. (a) 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 at the sole discretion of the Lender, and Borrower agrees to accept the additional principal amount of the Second Tranche on 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) Subject to Section 10 hereof, in the event that the Borrower achieves the Benchmarks (defined below) on or before December 31, 2008, and the full amount of the Second Tranche shall not have already been provided to Borrower by Lender, then the Lender shall increase the amount of outstanding Principal under the Loan by the amount of the Second Tranche. The Second Tranche shall be subject to all of the terms and conditions contained in this Agreement with respect to the First Tranche. For the purpose of 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 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 the Borrower shall complete a "Drawdown Certificate" in the form of Schedule I, attached hereto, and return to the Lender. The Drawdown Certificate shall confirm that all of the conditions precedent in Section 10 have been satisfied at the time of the drawdown.

Second Tranche. If, within thirty (a30) Subject 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 Section 9.1(bbe 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 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)Company’s option, which additional amount shall comprise the Second Tranche, may be exercised by providing this amount giving written notice 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 Buyer within the Second Tranche at Condition Period so long the sole discretion of Second Tranche Funding Conditions are satisfied (the Lender“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) under the same terms and Borrower agrees to accept conditions as the additional principal amount Transaction Documents (the “Second Tranche Transaction Documents”) within seven (7) calendar days after the Buyer’s receipt of the Second Tranche on Funding Notice (the terms and conditions set forth herein“Second Tranche Funding Period”). For the avoidance of doubt, provided that the Loan shall also be increased by the Second Tranche pursuant Funding Conditions must continue to be satisfied during the terms of Subsection 9.1(b). (b) Subject to Section 10 hereof, in the event that the Borrower achieves the Benchmarks (defined below) on or before December 31, 2008, and the full amount Second Tranche Funding Period. The closing of the Second Tranche shall not have already been provided remain subject to Borrower by Lenderthe 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, then and for the Lender shall increase avoidance of doubt, the amount Company must provide signed copies of outstanding Principal under all of the Loan by applicable Second Tranche Transaction Documents with respect to the amount Second Tranche and all other closing deliverables within the Second Tranche Funding Period as a condition of closing of the Second Tranche. The Second Tranche shall be subject to all of the terms and conditions contained in this Agreement with respect to the First Tranche. For the purpose avoidance of this Section 9.1doubt, 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 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 the Borrower shall complete a "Drawdown Certificate" in the form of Schedule I, attached hereto, and return to the Lender. The Drawdown Certificate shall confirm that all is part of the conditions precedent in Section 10 have been satisfied at the time of the drawdownJune 2024 Offering.

Second Tranche. At any time on or after the Closing Date but prior to the earlier to occur of (x) January 23, 2023 and (y) the termination of all unused Note Purchase Commitments and payment in full of all Obligations (other than contingent indemnification obligations for which no claim has been asserted) under the Note Documents, upon prior written notice by the Issuer to the Administrative Agent, the Issuer may institute the Second Tranche in an aggregate amount not to exceed TWENTY-FIVE MILLION DOLLARS ($25,000,000); provided, that, (a) 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 Issuer 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 have obtained commitments 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 at the sole discretion of the Lender, and Borrower agrees to accept the additional principal amount of the Second Tranche on from existing Purchasers or other Persons reasonably acceptable to the terms and conditions set forth hereinAdministrative Agent, provided that the Loan which Purchasers shall also be increased by the Second Tranche join in this Agreement pursuant to such agreements as are reasonably acceptable to the terms of Subsection 9.1(b).Administrative Agent; (b) Subject to Section 10 hereof, in the event that the Borrower achieves the Benchmarks (defined below) on or before December 31, 2008, and the full amount any such institution of the Second Tranche shall not have already been provided to Borrower by Lender, then the Lender shall increase the be in a minimum aggregate principal amount of outstanding Principal under $10,000,000 and integral multiples of $1,000,000 in excess thereof; (i) no Default or Event of Default shall exist and be continuing at the Loan by time of such institution, (ii) the amount Second Tranche shall only be used to fund the Transformative Acquisition and to pay fees and expenses in connection therewith and (iii) the conditions precedent set forth in Section 5.03 shall have been satisfied prior to or contemporaneously with the purchase of the Second Tranche. The Tranche Notes; (d) (i) the final maturity date with respect to the Second Tranche Notes shall be the Maturity Date, (ii) the scheduled principal amortization payments for the Second Tranche shall be subject as set forth in Section 2.05(b) and (iii) the interest rate, repayment premiums and exit fees for the Second Tranche shall be identical to all of the terms interest rate, repayment premiums and conditions contained in this Agreement with respect to exit fees, as the case may be, for the First Tranche. For ; (e) the purpose of this Section 9.1, the Borrower Issuer shall have achieved the "Benchmarks" if paid all of the following have been accomplished (as determined by the Lender fees and original issue discount required to be paid 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 2008connection therewith, including pursuant to Section 2.07(a); 9.1.2 The Borrower has signed orders or contracts for (f) Schedule 2.01 shall be deemed revised to reflect 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 U.S. Generally Accepted Accounting Procedures in effect at the time in calendar year 2008. At the time of the drawdown commitments and commitment percentages of the Second Tranche the Borrower shall complete a "Drawdown Certificate" Note Purchasers, as set forth in the form Second Tranche Joinder Agreement; (g) no Purchaser shall be obligated to participate in the Second Tranche, which decision shall be made in the sole discretion of Schedule Ieach Purchaser; (h) the Second Tranche Purchasers, attached heretothe Administrative Agent and the Credit Parties shall have entered into (i) the Second Tranche Joinder Agreement and (ii) such technical amendments to this Agreement as are necessary, in the Administrative Agent’s reasonable discretion, to effect the inclusion of the Second Tranche herein; and (i) as a condition precedent to such institution of the Second Tranche and the effectiveness of the Second Tranche Joinder Agreement, the Issuer shall have delivered to the Administrative Agent a certificate of each Credit Party dated as of the date of such institution and effectiveness (in sufficient copies for each Purchaser) signed by a Responsible Officer of such Credit Party (i) certifying and attaching the resolutions adopted by such Credit Party approving or consenting to the Second Tranche, and return (ii) certifying that, before and after giving effect to the Lender. The Drawdown Certificate shall confirm that all issuance of the conditions precedent Second Tranche Notes, (x) the representations and warranties contained in Section 10 have been satisfied at Article VI and the time other Note Documents are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the drawdowndate of such issuance, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 2.13, the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, and (y) no Default or Event of Default exists.