Common use of Company's Failure to Deliver Shares Clause in Contracts

Company's Failure to Deliver Shares. If the Company shall ----------------------------------- fail to deliver the shares of Common Stock to the Underwriter by the Settlement Date, the Underwriter shall notify the Company advising the Company that such shares have not been received. If, after such notice, the Company shall fail to issue the shares of Common Stock by the fifth Trading Day after the Settlement Date for such shares, the Company shall pay damages to the Underwriter equal to any actual damages incurred by the Underwriter because of the Company's failure to deliver such required shares, including damages resulting from the Underwriter's need, as determined by the Underwriter in its sole discretion, to "unwind" any and all sales of Common Stock made during the Capital Raising Period, to reimburse any and all purchasers for their completed purchases of Common Stock, to borrow securities to cover short positions, and interest and other charges related to net capital compliance. Moreover, if the shares have not been delivered by such date, the Underwriter will not be obligated to pay the Company (unless the Company has already paid the Underwriter's actual damages, if any, incurred during such Capital Raising Period) for any shares sold by the Underwriter or that the Underwriter agreed to sell or was obligated to sell during the Capital Raising Period, nor will the Underwriter be obligated to engage in any further efforts to sell Common Stock during the remainder of the Capital Raising Period. In addition, if the shares have not been delivered by the Company by the fifth Business Day after the Settlement Date, at the Underwriter's sole option, it may terminate this Agreement.

Company's Failure to Deliver Shares. If the Company shall ----------------------------------- fail to deliver the shares of Common Stock to the Underwriter by the Settlement Date, the Underwriter shall notify send a written notice to the Company advising the Company that such shares have not been received. If, after such notice, the Company shall fail to issue the shares of Common Stock by the fifth Trading Business Day after the Settlement Date for such shares, the Company shall pay damages to the Underwriter equal to any actual damages incurred by the Underwriter because of the Company's failure to deliver such required shares, including damages resulting from the Underwriter's need, as determined by the Underwriter in its sole discretion, to "unwind" any and all sales of the Company's Common Stock made during the Capital Raising Period, Selling Period and to reimburse any and all purchasers for their completed purchases of the Company's Common Stock, to borrow securities to cover short positions, and interest and other charges related to net capital compliance. Moreover, if the shares have not been delivered by such date, the Underwriter will not be obligated to pay the Company (unless the Company has already paid the Underwriter's actual damages, if any, incurred during such Capital Raising Selling Period) for any shares sold by the Underwriter or that the Underwriter agreed to sell or was obligated to sell during the Capital Raising Period, Selling Period nor will the Underwriter be obligated to engage in any further efforts to sell the Company's Common Stock during the remainder of the Capital Raising Selling Period. In addition, if the shares have not been delivered by the Company by the fifth Business Day after the Settlement Date, at the Underwriter's sole option, it may terminate this Agreement.

Company's Failure to Deliver Shares. If the Company shall ----------------------------------- fail to deliver the shares of Common Stock to the Underwriter by the Settlement Date, the Underwriter shall notify the Company advising the Company that such shares have not been received. If, after such notice, the Company shall fail to issue the shares of Common Stock by the fifth (5th) Trading Day after the Settlement Date for such shares, the Company shall pay damages to the Underwriter equal to any actual damages incurred by the Underwriter because of the Company's failure to deliver such required shares, including damages resulting from the Underwriter's need, as determined by the Underwriter in its sole discretion, to "unwind" any and all sales of the Company's Common Stock made during the Capital Raising Period, to reimburse any and all purchasers for their completed purchases of the Company's Common Stock, to borrow securities to cover short positions, and interest and other charges related to net capital compliance. Moreover, if the shares have not been delivered by such date, the Underwriter will not be obligated to pay the Company (unless the Company has already paid the Underwriter's actual damages, if any, incurred during such Capital Raising Period) for any shares sold by the Underwriter or that the Underwriter agreed to sell or was obligated to sell during the Capital Raising Period, Period nor will the Underwriter be obligated to engage in any further efforts to sell the Company's Common Stock during the remainder of the Capital Raising Period. In addition, if the shares have not been delivered by the Company by the fifth Business Day after the Settlement Date, at the Underwriter's sole option, it may terminate this Agreement.

Company's Failure to Deliver Shares. If the Company shall ----------------------------------- fail to deliver the shares of Common Stock to the Underwriter by the Settlement Date, the Underwriter shall notify the Company advising the Company that such shares have not been received. If, after such notice, the Company shall fail to issue the shares of Common Stock by the fifth (5th) Trading Day after the Settlement Date for such shares, the Company shall pay damages to the Underwriter equal to any actual damages incurred by the Underwriter because of the Company's failure to deliver such required shares, including damages resulting from the Underwriter's need, as determined by the Underwriter in its sole discretion, to "unwind" any and all sales of the Company's Common Stock made during the Capital Raising Period, Selling Period and to reimburse any and all purchasers for their completed purchases of the Company's Common Stock, to borrow securities to cover short positions, and interest and other charges related to net capital compliance. Moreover, if the shares have not been delivered by such date, the Underwriter will not be obligated to pay the Company (unless the Company has already paid the Underwriter's actual damages, if any, incurred during such Capital Raising Selling Period) for any shares sold by the Underwriter or that the Underwriter agreed to sell or was obligated to sell during the Capital Raising Period, Selling Period nor will the Underwriter be obligated to FUEL(TM) PATENT PENDING engage in any further efforts to sell the Company's Common Stock during the remainder of the Capital Raising Selling Period. In addition, if the shares have not been delivered by the Company by the fifth Business Day after the Settlement Date, at the Underwriter's sole option, it may terminate this Agreement.

Company's Failure to Deliver Shares. If the Company shall ----------------------------------- fail to deliver the shares of Common Stock to the Underwriter by the Settlement Date, the Underwriter shall notify send a written notice to the Company advising the Company that such shares have not been received. If, after such notice, the Company shall fail to issue the shares of Common Stock by the fifth Trading Business Day after the Settlement Date for such shares, the Company shall pay damages to the Underwriter Investor equal to any actual damages incurred by the Underwriter Investor because of the Company's failure to deliver such required shares, including damages resulting from the UnderwriterInvestor's need, as determined by the Underwriter Investor in its sole discretion, (A) to "unwind" any and all sales of the Company's Common Stock made during by the Capital Raising Period, Investor and to reimburse any and all purchasers for their completed purchases of the Company's Common Stock, Stock and (B) to borrow "buy in" shares of Common Stock to the extent necessary to satisfy its securities to cover short positions, and interest and other charges related to net capital compliancedelivery requirements. Moreover, if the shares have not been delivered by such date, the Underwriter Investor will not be obligated to pay the Company (unless the Company has already paid the UnderwriterInvestor's actual damages, if any, incurred during such Capital Raising Selling Period) for any shares sold purchased by the Underwriter Investor or that the Underwriter Investor agreed to sell purchase or was obligated to sell during the Capital Raising Period, nor will the Underwriter be obligated to engage in any further efforts to sell Common Stock purchase during the remainder of the Capital Raising Selling Period. In addition, if the shares have not been delivered by the Company by the fifth Business Day after the Settlement Date, at the UnderwriterInvestor's sole option, it may terminate this Agreement.

Company's Failure to Deliver Shares. If the Company shall ----------------------------------- fail to deliver the shares of Common Stock to the Underwriter by the Settlement Date, the Underwriter shall notify the Company advising the Company that such shares have not been received. If, after such notice, the Company shall fail to issue the shares of Common Stock by the fifth (5th) Trading Day after the Settlement Date for such shares, the Company shall pay damages to the Underwriter equal to any actual damages incurred by the Underwriter because of the Company's failure to deliver such required shares, including damages resulting from the Underwriter's need, as determined by the Underwriter in its sole discretion, to "unwind" any and all sales of the Company's Common Stock made during the Capital Raising Period, Selling Period and to reimburse any and all purchasers for their completed purchases of the Company's Common Stock, to borrow securities to cover short positions, and interest and other charges related to net capital compliance. Moreover, if the shares have not been delivered by such date, the Underwriter will not be obligated to pay the Company (unless the Company has already paid the Underwriter's actual damages, if any, incurred during such Capital Raising Selling Period) for any shares sold by the Underwriter or that the Underwriter agreed to sell or was obligated to sell during the Capital Raising Period, Selling Period nor will the Underwriter be obligated to engage in any further efforts to sell the Company's Common Stock during the remainder of the Capital Raising Selling Period. In addition, if the shares have not been delivered by the Company by the fifth Business Day after the Settlement Date, at the Underwriter's sole option, it may terminate this Agreement.

Company's Failure to Deliver Shares. If the Company shall ----------------------------------- fail to deliver the shares of Common Stock to the Underwriter Investor by the Settlement Date, the Underwriter Investor shall notify send a written notice to the Company advising the Company that such shares have not been received. If, after such notice, the Company shall fail to issue the shares of Common Stock by the fifth Trading Business Day after the Settlement Date for such shares, the Company shall pay damages to the Underwriter Investor equal to any actual damages incurred by the Underwriter Investor because of the Company's failure to deliver such required shares, including damages resulting from (A) the UnderwriterInvestor's need, as determined by the Underwriter Investor in its sole discretion, to "unwind" any and all sales of the Company's Common Stock made during by the Capital Raising Period, Investor and to reimburse any and all purchasers for their completed purchases of the Company's Common Stock, Stock and (B) resulting from the Investor's need to borrow "buy in" shares of Common Stock to the extent necessary to satisfy its securities to cover short positions, and interest and other charges related to net capital compliancedelivery requirements ("Buy-In Actual Damages"). Moreover, if the shares have not been delivered by such date, the Underwriter Investor will not be obligated to pay the Company (unless the Company has already paid the UnderwriterInvestor's actual damages, if PROVISIONAL PATENT APPLICATION HAS BEEN FILED any, incurred during such Capital Raising Selling Period) for any shares sold purchased by the Underwriter Investor or that the Underwriter Investor agreed to sell purchase or was obligated to sell purchase during the Capital Raising Period, nor will the Underwriter be obligated to engage in any further efforts to sell Common Stock during the remainder of the Capital Raising Selling Period. In addition, if the shares have not been delivered by the Company by the fifth Business Day after the Settlement Date, at the UnderwriterInvestor's sole option, it may terminate this Agreement.