Tranche 2 Clause Samples

Tranche 2. Subject to the terms and conditions of this Agreement, Borrower may request, and the Lenders shall severally (and not jointly) make, in each case, following the satisfaction of the Tranche 2 Milestone and on or prior to June 15, 2024, not more than two (2) additional Term Loan Advances in minimum increments of Five Million Dollars ($5,000,000) (or if less, the remaining amount of Term Loan Advances available to be drawn pursuant to this Section 2.2(a)(ii)) in an aggregate principal amount of up to Ten Million Dollars ($10,000,000) (such Term Loan Advances, the “Tranche 2 Advances”)l.

Tranche 2. Subject to continuous employment requirement set forth in paragraph 6(e), below, Tranche 2 shall vest based on the growth of the annual revenues of Verizon as follows-- (1) As set forth in the following table, if the annual revenues of Verizon in the "Target Year" exceed the annual revenues of Verizon in the "Baseline Year" by the "Revenue Growth Goal" or more, the applicable percentage of Tranche 2 shall vest: -------------------------------------------------------------------------------- Revenue Aggregate Target Baseline Growth Percentage Percentage Year Year Goal to Vest Vested -------------------------------------------------------------------------------- 2002 2000 15.5% 50% N/A -------------------------------------------------------------------------------- 2003 2002 7.5% 25% N/A -------------------------------------------------------------------------------- 2004 2003 7.5% 25% N/A -------------------------------------------------------------------------------- (2) For purposes of the table set forth in subparagraph (c)(1), above-- (i) Verizon's revenues shall be determined by the Plan Administrator.

Tranche 2. The Tranche 2 Options will become eligible to vest (subject to achieving a 0.5x Return to Investor) with respect to 25% of the Tranche 2 Options on each of the first, second, third and fourth anniversaries of the Grant Date. Tranche 2 Options that are eligible to vest shall only vest and become exercisable upon the achievement of a 0.5x Return to Investor. Subject to the other terms and provisions of this Agreement and the Plan, Tranche 2 Options not eligible to vest on the date a 0.5x Return to Investor is achieved, shall thereafter vest and become exercisable when they become eligible to vest.

Tranche 2. Subject to the satisfaction of the terms and conditions herein set forth and in reliance upon the respective representations and warranties of the Credit Parties set forth herein and in the other Operative Documents, on the Tranche 2 Funding Date, the Borrowers shall sell to the Purchasers Tranche 2 Notes with an aggregate principal amount equal to the Tranche 2 Advance, and the Company shall sell the Tranche 2 Warrants to the Purchasers in proportion to the Tranche 2 Advance, respectively, for an aggregate amount equal to the Tranche 2 Advance.

Tranche 2. Subject to the terms and conditions of this Agreement and conditioned on Borrower’s achievement of the Performance Milestone, on or before December 31, 2018, Borrower may request one additional Term Loan Advance in a principal amount of Twenty-Five Million Dollars ($25,000,000) (“Tranche 2”).

Tranche 2. Subject to the terms and conditions of this Agreement, Borrower may request, and the Lenders shall severally (and not jointly) make, in each case, at any time during the Tranche 2 Commitment Period, up to three additional Term Loan Advances in minimum increments of the Minimum Advance Amount (or if less, the remaining amount of Term Loan Advances available to be drawn pursuant to this Section 2.2(a)(ii)) in an aggregate principal amount up to the Tranche 2 Commitment (such Term Loan Advances, the “Tranche 2 Advances”).

Tranche 2. The Tranche 2 Options shall only vest and become exercisable upon a 2.0x Return to Investor.

Tranche 2. Subject to the terms and conditions of this Agreement, including, without limitation, those in Section 2.1(b), beginning on the date that the Tranche 1 Advances have been made in full, or, after December 31, 2026, Borrower may request and Lenders shall severally (and not jointly) make, on or prior to December 31, 2027 but only following and conditioned on the approval by the Lenders’ investment committee in its sole and unfettered discretion, in each case, one or more additional Term Loan Advances in minimum draws of Two Million Five Hundred Thousand Dollars ($2,500,000) in an aggregate principal amount up to Twenty Million Dollars ($20,000,000) (such Term Loan Advances, the “Tranche 2 Advances”).

Tranche 2. On or before the Advance Date for Tranche 2, the Obligors shall have delivered to the Lender the following, each in form and substance acceptable to the Lender: (i) evidence that Tranche 1 has been borrowed in full for the purposes permitted by this Agreement; (ii) delivery or issuance of the R&D Credit in accordance with the terms of the Letter Agreement; (iii) a Solvency Certificate; (iv) an opinion of ▇▇▇▇▇▇▇ & West LLP; (v) payment of ▇▇▇▇▇▇’s costs and expenses, including counsel fees; (vi) all amounts available under the 2019 Foris Loan Agreement and the 2022 Foris Loan Agreement shall have been fully drawn by the Borrower; (vii) confirmation with respect to the Permitted Disposition in accordance with the terms of the Letter Agreement; and (viii) such other customary closing deliverables as the Lender may reasonably require and as is substantially consistent with the closing deliverables set forth in Section 4.1(a).