Common use of Second Tranche Closing Clause in Contracts

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 and upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Investor agrees to purchase $1,000,000 of Principal Amount of the Second Tranche Note and the 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 the Warrants, and the Company and the Investor shall deliver the other items set forth in Section 2.2 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 ▇▇▇▇▇ ▇▇▇▇▇▇, 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, subject to mutual consent, provided that the Equity Conditions shall be satisfied as satisfaction of such date and upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Investor agrees Purchasers, severally and not jointly, agree to purchase purchase, an aggregate of $1,000,000 10,000,000 of Principal Amount of the Second Tranche Note Notes and the number of Warrants as determined pursuant to Section 2.2(a)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 the Warrantsa Warrant, 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 ▇▇▇▇▇ ▇▇▇▇▇▇, 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 There shall be two Second Tranche Closings, with the Subscription Amount payable in two installments, as follows: (i) The initial Second Tranche Closing Dateshall occur on the earlier of (i) the date on which the outstanding Principal Amount of the First Tranche Note is less than $500,000 and (ii) 120 days following effectiveness of the Initial Resale Registration Statement covering the Underlying Shares of the Securities issued in the First Tranche, subject to mutual consentupon which date, provided that the Equity Conditions shall be satisfied as of such date satisfied, and upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Investor agrees to purchase purchase, up to $1,000,000 2,200,000 of Principal Amount of the Second Tranche Note and the number of Warrants as determined pursuant to Section 2.2(a)Notes. The Investor shall deliver to the Company, via wire transfer, immediately available funds equal to $1,380,000 of the Investor’s Subscription Amount as to the initial Second Tranche Closing as set forth on the signature page hereto executed by the InvestorClosing, and the Company shall deliver to the Investor the initial Second Tranche Note and in the Warrantsamount of $1,500,000, and the Company and the Investor shall deliver the other items set forth in Section 2.2 deliverable at the such initial Second Tranche Closing. Upon Within two days of the satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, but only 2.3 and subject to the extent the Company shall also previously complied with all Transaction Documents prior to and as of the Second Tranche Closing DateEquity Conditions, the such Second Tranche Closing shall occur at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇, 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 Company having a market capitalization of 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 least $30,000,000 as of the initial Second Tranche Closing Date. (ii) Upon the date on which the Resale Registration Statement registering the Investor’s resale of all Underlying Shares underlying Securities issued or issuable in the Second Tranche is declared effective by the SEC, the Investor shall deliver $644,000 of the Subscription Amount for the Second Tranche, and the Company shall deliver to the Investor the second Second Tranche Note in the amount of $700,000.

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 and upon the terms date, and subject to the conditions set forth hereinmutual consent of the Company and the Investor, the Company agrees to sell, and the Investor agrees to purchase purchase, an aggregate of $1,000,000 1,500,000 of Principal Amount of the Second Tranche Note and the number of Warrants as determined pursuant to Section 2.2(a)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 the 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 ▇N▇▇▇▇ ▇▇▇▇▇▇, 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 to the extent applicable (for the avoidance of doubt, except clauses (g) and (p)) shall be satisfied as of such date and upon the terms date, and subject to the satisfaction of the terms and conditions set forth herein, the Company agrees has the option to, but not the obligation, to sell, and the Investor agrees to purchase purchase, an aggregate of $1,000,000 1,500,000 of Principal Amount of the Second Tranche Note and the number of Warrants as determined pursuant to Section 2.2(a)accompanying Warrants. The Investor shall deliver to the Company, via wire transfer, immediately available funds equal to $1,395,000, which is 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 its Note and the Warrantsaccompanying Warrant, 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 in all material respects prior to and as of the Second Tranche Closing Date, the Second Tranche Closing shall occur at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇, at ▇ 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 (i) the Company having a market capitalization of at least $17 million measured by multiplying all outstanding Common Stock by the closing price of the Common Stock on the prior Trading Day, and (ii) 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 Closings being included for public sale in the Prospectus that is part of the Initial an effective 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 and upon the terms date, and subject to the satisfaction of the terms and conditions set forth herein, the Company agrees to sell, and the Investor agrees to purchase purchase, an aggregate of $1,000,000 2,500,000 of Principal Amount of the Second Tranche Note and the number of Warrants as determined pursuant to Section 2.2(a)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 its Note and the Warrantsa Warrant, 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 ▇▇▇▇▇ ▇▇▇▇▇▇, at ▇ 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 (i) the daily VWAP of the Ordinary Shares on the Trading Day immediately preceding the Second Tranche Closing Date exceeding $2.50 and (ii) 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 an effective 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 Conditions, the Nasdaq Extension Condition, and DACA Condition shall be satisfied as of such date and upon the terms date, and subject to the conditions set forth hereinmutual consent of the Company and the Investor, the Company agrees to sell, and the Investor agrees to purchase $1,000,000 purchase, an aggregate of US$3,000,000 of Principal Amount of the Second Tranche Note and the number of Warrants as determined pursuant to Section 2.2(a)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 the 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 ▇▇▇▇▇ ▇▇▇▇▇▇, 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 Effective Date, and subject to the mutual consent of the Company and the Purchasers, and compliance with the Equity Conditions (as defined in the Notes), on the Second Tranche Closing Date, subject to mutual consent, provided that the Equity Conditions shall be satisfied as of such date and upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Investor agrees Purchasers, severally and not jointly, agree to purchase purchase, an aggregate of $1,000,000 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 Closing, exceeds 30% of the number market capitalization of Warrants the Company’s Common Stock as determined pursuant reported by Bloomberg L.P, then the principal amount to Section 2.2(a)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 the Warrantsa Warrant, 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 ▇▇▇▇▇ ▇▇▇▇▇▇, 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.