Common use of Second Tranche Clause in Contracts

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 (pro rata) an aggregate principal amount of Five Hundred Thousand ($500,000) Dollars (the "Second Tranche Investment Amount") principal amount of Preferred Stock, on the ninetieth (90th) day following the first tranche's Effective Date and at the Company's request in writing ten (10) days prior to the second tranche Closing Date, upon the satisfaction of the following conditions: (i) delivery into escrow by the 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 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 Company is subject; (v) the Investors shall have received 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) payment of fees as set forth in Section 12.7 below; and (xi) 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 confirm the Company's satisfaction of the conditions set forth in this

Second Tranche. At (a) On the Company's sole option, 120th day after the effectiveness of the Resale Registration Statement covering the Purchased Shares purchased pursuant to Section 2.1 or such other date mutually agreed to by the Parties so long as such mutually agreeable date is after the Company has the option to terminate the second tranche for any reason, the Investors shall purchase (pro rata) an aggregate principal amount of Five Hundred Thousand ($500,000) Dollars (the "Second Tranche Investment Amount") principal amount of Preferred Stock, on the ninetieth (90th) 60th day following the first tranche's Effective Date and at effectiveness of such Resale Registration Statement, the Company's request in writing ten (10) days prior Company shall deliver to the second tranche Closing Date, upon the satisfaction of the following conditions: PERM (i) delivery into escrow by a certificate in substantially the 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 form attached hereto as Exhibit E; E (the “Subsequent Purchase Officer’s Certificate”) of an officer of the Company stating that the Company’s closing conditions applicable to the Closing of the Second Tranche in Section 6.1(c) have been satisfied (the “Second Tranche Bring Down Representation”) as of the Closing Date of the Second Tranche and (ii) its proposed business plan outlining the Investors use of proceeds received from PERM pursuant to the Closing of the Second Tranche (the “Second Tranche Business Plan”). The Subsequent Purchase Officer’s Certificate and the Second Tranche Business Plan shall be accompanied by reasonable supporting documentation for the statements made therein. (b) If the Subsequent Purchase Officer’s Certificate makes the Second Tranche Bring Down Representation, PERM shall have received an opinion the right, with its Representatives and accountants, for 30 days from delivery of counsel the Subsequent Purchase Officer’s Certificate, together with the accompanying supporting documentation, to review such items and, during such 30-day period, shall have reasonable access to the books, records and personnel of the Company as set forth in this Agreement;for purposes of verifying the accuracy of the Second Tranche Bring Down Representation. (iiic) If PERM believes that the Second Tranche Bring Down Representation is inaccurate and as a result does not wish to consummate the subsequent purchase, it shall, within the 30-day period provided in Section 2.2(b), deliver to the Company a written notice (a “Disagreement Notice”) setting forth, in reasonable detail, the reasons for its belief that the Second Tranche Bring Down Representation is inaccurate. PERM shall be deemed to have agreed that the Second Tranche Bring Down Representation is accurate (i) unless it has timely delivered to the Company a Disagreement Notice in accordance with the immediately preceding sentence and (ii) if it has timely so delivered a Disagreement Notice, except to the extent specified therein. (d) If a Disagreement Notice is timely delivered to the Company, the Company and PERM shall use their good faith efforts to reach agreement on the disputed items or amounts in order to determine whether the Second Tranche Bring Down Representation is accurate. If the Company and PERM do not resolve all disputed items or amounts within 30 days after delivery of the Disagreement Notice, then the disputed items and amounts will be submitted for determination to a Neutral Arbitrator (the “Deciding Arbitrator”) selected and agreed to by PERM and the Company. If PERM and the Company cannot agree on the Deciding Arbitrator, then PERM and the Company shall each select a Neutral Arbitrator, and those two Neutral Arbitrators shall select the Deciding Arbitrator. The Company and PERM may submit to such Deciding Auditor any facts which they deem relevant to the determination. The Company and PERM will use their respective commercially reasonable efforts to cause such Deciding Arbitrator to deliver to the Company and PERM a written report stating its determination within 30 days after such disputed items and amounts are submitted to such Deciding Arbitrator for determination. The determination of such Deciding Arbitrator shall be final and binding upon the Company and PERM for all purposes and shall not be subject to challenge before any court of law or arbitration tribunal. The Company and PERM agree that judgment may be entered upon the determination of such Deciding Arbitrator in any court having jurisdiction over the party against which such determination is to be enforced. The fees and expenses of such Deciding Arbitrator shall be borne one-half by the Company and one-half by PERM. Any fees and expenses of the Company’s and PERM’s own independent public accountants or legal counsel incurred in connection with their review shall be borne by the party retaining such independent public accountants or legal counsel. (e) If it is finally determined pursuant to this Section 2.2 that the Second Tranche Bring Down Representation is accurate and PERM approves the Second Tranche Business Plan in writing, then, on the fifth Business Day next following such determination and approval at the principal executive offices of the Company (or at such other time and place as the Company and PERM may agree), PERM will purchase, and the Company will issue and sell to PERM, an amount of shares of Common Stock equal to the Second Tranche Share Amount, free and clear of all Liens, at a per share price equal to the Common Stock Per Share Price (such purchase being the “Second Tranche”). (f) Notwithstanding the provisions of this Section 2.2, the Parties acknowledge and agree that (i) the Investors shall have received certification purchase and sale of shares pursuant to Section 2.2(e) is intended to coincide with the Company’s approved use of proceeds from such sale as outlined in the Company that the Certificate of Designation previously supplied to the Investors on the Closing Date for the first tranche has not been altered Second Tranche Business Plan and remains in full force and effect; (ivii) the Company shall have obtained all permits and qualifications required by any state for five (5) Business Days from the offer and sale Closing of the Preferred StockSecond Tranche to use or deploy the proceeds from the Second Tranche in accordance with the Second Tranche Business Plan. In the event the Company cannot, or shall have believes it will not be able to, use or deploy 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 Company is subject; (v) the Investors shall have received 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 proceeds it receives 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 heretoSecond Tranche within such 5-day period, the Company shall not have been contacted by promptly notify PERM. Upon such notification, PERM, in its sole discretion, may elect to postpone the NASD concerning the delisting Closing of the Second Tranche until such time as the Company can comply with such 5-day requirement. If, after Closing the Second Tranche, the Company has not used or deployed the proceeds therefrom within five (5) Business Days of such Closing, PERM, in its sole discretion, shall have the right (but not the obligation) to require the Company to return the money PERM paid for the shares of 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 acquired in such Second Tranche to PERM in exchange for the second tranche; (x) payment PERM’s return of fees as set forth in Section 12.7 below; and (xi) 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 confirm the Company's satisfaction of the conditions set forth in thisshares.

Second Tranche. At If, within thirty (30) calendar days after the Company's sole option, as the Company has the option to terminate the second tranche for any reason, the Investors shall purchase (pro rata) an aggregate principal amount date of Five Hundred Thousand ($500,000) Dollars this Agreement (the "“Second Tranche Investment Amount") principal amount of Preferred StockCondition Period”), on the ninetieth (90th) day following the first tranche's Effective Date and at the Company's request in writing ten (10) days prior to the second tranche Closing Date, upon the satisfaction of the following conditions: (i) delivery into escrow by the Company an Event of an aggregate principal amount of Five Hundred Thousand Default ($500,000) Dollars of original Preferred Stock, as more fully set forth defined in the Escrow Agreement attached hereto as Exhibit E; Note) has not occurred under the Note, (ii) no event has occurred that, with the Investors shall have received passage of time, would be an opinion Event of counsel of Default (as defined in the Company as set forth in this Agreement; Note) under the Note, (iii) the Investors shall have received certification from the Company that the Certificate of Designation previously supplied to the Investors Common Stock is listed for trading on the Closing Date for the first tranche has not been altered and remains in full force and effect; Nasdaq Capital Market, (iv) the Company shall have obtained is in compliance with all permits and qualifications required by any state for the offer and sale of the Preferred Stocklisting standards of Nasdaq Capital Market, 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 Company is subject; (v) the Investors shall have Company has not received written certification any delisting or deficiency notice from Nasdaq Capital Market that the representations and warranties of the Company are true and correct in all material respects as of the Closing Date remains uncured (for the second tranche avoidance of doubt, any cure period or grace period granted by Nasdaq shall be irrelevant for purposes of satisfying this condition since 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 periodsdeficiency must be fully cured), 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) a registration statement under the Company 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 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 been filed by the Company at or prior to with the Closing Date for the second tranche of the Preferred Stock; SEC, (vii) no statute, rule, regulation, executive order, decree, ruling or injunction the Common Stock shall not have been enacted, entered, promulgated or endorsed by any court or governmental authority traded at a price per share of competent jurisdiction that prohibits or directly and adversely affects any less than the then applicable Floor Price (as defined in the Note) for a period of fifteen (15) consecutive calendar days after the transactions contemplated by date of 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 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 most recent SEC Document’s option, no event that had or is reasonably likely which may be exercised by giving written notice to have a Material Adverse Effect has occurred; the Buyer within the Second Tranche Condition Period so long the Second Tranche Funding Conditions are satisfied (ixthe “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 trading 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 Common Stock is not suspended by Second Tranche Funding Notice (the SEC or “Second Tranche Funding Period”). For the Principal Marketavoidance of doubt, and the Common Stock shall have been approved for listing or quotation on and shall not have been delisted from Second Tranche Funding Conditions must continue to be satisfied during the Principal MarketSecond Tranche Funding Period. The issuance closing of the Securities 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 Closing Second Tranche. Accordingly, and for the first tranche avoidance of the Preferred Stock shall not violate the shareholder approval requirements of the Principal Market. Except as set forth on Schedule A attached heretodoubt, the Company shall not have been contacted by the NASD concerning the delisting must provide signed copies of all of the Common Stock on applicable Second Tranche Transaction Documents with respect to the Principal Market, Second Tranche and all other closing deliverables within the Company currently meets all listing requirements during the thirty (30) day period immediately preceding the Closing Date for the second tranche; (x) payment Second Tranche Funding Period as a condition of fees as set forth in Section 12.7 below; and (xi) 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 confirm the Company's satisfaction closing of the conditions set forth in thisSecond Tranche. For the avoidance of doubt, the Second Tranche is part of the June 2024 Offering.

Second Tranche. At (a) On the CompanySecond 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 sole optionFirst 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 the Company has the option applicable, are collectively referred to terminate the second tranche for any reason, the Investors shall purchase (pro rata) an aggregate principal amount of Five Hundred Thousand ($500,000) Dollars (as the "Second Tranche Investment AmountShares". (c) principal amount of Preferred StockOn the 19 th Trading Day after the Second Tranche Closing Date (such date, on the ninetieth (90th) day following the first tranche's Effective Date and at the Company's request in writing ten (10) days prior "Second Tranche Settlement Date"), subject to the second tranche Closing Date, upon the satisfaction provisions of the following conditionsSection 2.6 and this Section 2.3: (i1) delivery into escrow If the Seller shall have obtained and delivered to the Purchasers the Waiver by the Company of an aggregate principal amount of Five Hundred Thousand ($500,000) Dollars of original Preferred StockSecond Tranche Settlement Date, as more fully set forth in then if the Escrow Agreement attached hereto as Exhibit E; (ii) the Investors Seller 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 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 Company is subject; (v) the Investors shall have received 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; either (x) payment notice from the Money Escrow Agent of fees as set forth in Section 12.7 below; and (xi) the Investors shall have received and been reasonably satisfied with such other certificates and documents as shall Money Escrow Agent's receipt of the funds required to have been reasonably requested delivered by the Investors in order for the Investor Purchasers pursuant to confirm the Company's satisfaction 2.3(a) and (if applicable) Section 2.3(c)(2), or (y) other reasonably acceptable evidence of the conditions set forth 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 thissuch Purchaser's Second Tranche Purchase Notice.