Common use of Non-Funding Penalty Clause in Contracts

Non-Funding Penalty. Notwithstanding the foregoing requirements of Holder to purchase each of the Second Debenture, Third Debenture and Fourth Debenture (each, an “Additional Debenture” and collectively, the “Additional Debentures”), in the event that Holder does not purchase any or all of the Additional Debentures within 10 business days of the date that the delivery of funds associated with such purchase would otherwise be due, upon 20 days’ prior written notice from the Company of such failure to so purchase any or all of the Additional Debentures, Holder shall pay an amount equal to $100,000 (the “Non-Funding Penalty”) to the Company. The amount payable by the Holder to the Company in connection with any damages, losses, claims or other amounts in connection with the failure of the Holder to purchase any or all of the Additional Debentures shall not exceed $100,000 in the aggregate. Upon the payment of the Non-Funding Penalty to the Company, the Holder shall have no further obligations or duties under this Agreement, the Debenture or any agreements or debentures entered into in connection with any of the Additional Debentures, if any, with respect to the purchase of any Additional Debenture or other duties to deliver any additional funds to the Company, provided however, that other than with respect to the removal of the requirement to enter into any Additional Debenture, the Company and the Holder shall remain obligated and bound by the remaining terms and conditions of this Agreement, the Debenture, the Promissory Note and any agreements or debentures previously entered into in connection with any Additional Debenture. The Company’s sole and exclusive remedy in the event that the Holder fails to purchase any or all of the Additional Debentures shall be the right of the Company to receive the Non-Funding Penalty from the Holder.

Non-Funding Penalty. Notwithstanding the foregoing requirements of Holder to purchase each of the Second Debenture, Third Debenture and Fourth Debenture (each, an “Additional Debenture” and collectively, the “Additional Debentures”), in the event that Holder does not purchase any or all of the Additional Debentures within 10 business days of the date that the delivery of funds associated with such purchase would otherwise be due, upon 20 days’ prior written notice from the Company of such failure to so purchase any or all of the Additional Debentures, Holder shall pay an amount equal to $100,000 25,000 (the “Non-Funding Penalty”) to the Company, provided however that in the event that the Common Stock shall trade on the Trading Market (as defined in the Debenture) at a price per share that is $0.049 per Initials Initials share or lower at any time during the six month period commencing on the date hereof and ending on the six month anniversary of the date hereof (as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations or the like), then the Non-Funding Penalty shall be reduced to equal $5,000. The amount payable by the Holder to the Company in connection with any damages, losses, claims or other amounts in connection with the failure of the Holder to purchase any or all of the Additional Debentures shall not exceed $100,000 25,000 (or $5,000, subject to the terms of this Section) in the aggregate. Upon the payment of the Non-Funding Penalty to the Company, the Holder shall have no further obligations or duties under this Agreement, the Debenture or any agreements or debentures entered into in connection with any of the Additional Debentures, if any, with respect to the purchase of any Additional Debenture or other duties to deliver any additional funds to the Company, provided however, that other than with respect to the removal of the requirement to purchase and enter into any Additional Debenture, the Company and the Holder shall remain obligated and bound by the remaining terms and conditions of this Agreement, the Debenture, the Promissory Note and any agreements or debentures previously entered into in connection with any Additional Debenture. The Company’s sole and exclusive remedy in the event that the Holder fails to purchase any or all of the Additional Debentures shall be the right of the Company to receive the Non-Funding Penalty from the Holder.

Non-Funding Penalty. Notwithstanding the foregoing requirements of Holder to purchase each of the Second Debenture, Third Debenture, Fourth Debenture, Fifth Debenture and Fourth Sixth Debenture (each, an “Additional Debenture” and collectively, the “Additional Debentures”), in the event that Holder does not purchase any or all of the Additional Debentures within 10 business days of the date that the delivery of funds associated with such purchase would otherwise be due, upon 20 days’ prior written notice from the Company of such failure to so purchase any or all of the Additional Debentures, Holder shall pay an amount equal to $100,000 25,000 (the “Non-Funding Penalty”) to the Company, provided however that in the event that the Common Stock shall trade on the Trading Market (as defined in the Debenture) at a price per share that is $0.049 per share or lower at any time during the six month period commencing on the date hereof and ending on the six month anniversary of the date hereof (as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations or the like), then the Non-Funding Penalty shall be reduced to equal $5,000. The amount payable by the Holder to the Company in connection with any damages, losses, claims or other amounts in connection with the failure of the Holder to purchase any or all of the Additional Debentures shall not exceed $100,000 25,000 (or $5,000, subject to the terms of this Section) in the aggregate. Upon the payment of the Non-Funding Penalty to the Company, the Holder shall have no further obligations or duties under this Agreement, the Debenture or any agreements or debentures entered into in connection with any of the Additional Debentures, if any, with respect to the purchase of any Additional Debenture or other duties to deliver any additional funds to the Company, provided however, that other than with respect to the removal of the requirement to purchase and enter into any Additional Debenture, the Company and the Holder shall remain obligated and bound by the remaining terms and conditions of this Agreement, the Debenture, the Promissory Note and any agreements or debentures previously entered into in connection with any Additional Debenture. The Company’s sole and exclusive remedy in the event that the Holder fails to purchase any or all of the Additional Debentures shall be the right of the Company to receive the Non-Funding Penalty from the Holder.

Non-Funding Penalty. Notwithstanding the foregoing requirements of Holder to purchase each of the Second Debenture, Third Debenture and Fourth Debenture (each, an “Additional Debenture” and collectively, the “Additional Debentures”), in the event that Holder does not purchase any or all of the Additional Debentures within 10 business days of the date that the delivery of funds associated with such purchase would otherwise be due, upon 20 days’ prior written notice from the Company of such failure to so purchase any or all of the Additional DebenturesDebentures (during such time Holder shall have the option to cure such failure to so purchase any Additional Debenture with no penalty attached thereto), Holder shall pay an amount equal to $100,000 25,000 (the “Non-Funding Penalty”) to the Company, provided however that in the event that the Common Stock shall trade on the Trading Market (as defined in the Debenture) at a price per share that is $0.27 per share or lower at any time during the six month period commencing on the date hereof and ending on the six month anniversary of the date hereof (as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations or the like), then the Non-Funding Penalty shall be reduced to equal $5,000. The amount payable by the Holder to the Company in connection with any damages, losses, claims or other amounts in connection with the failure of the Holder to purchase any or all of the Additional Debentures shall not exceed $100,000 25,000 (or $5,000, subject to the terms of this Section) in the aggregate. Upon the payment of the Non-Funding Penalty to the Company, the Holder shall have no further obligations or duties under this Agreement, the Debenture or any agreements or debentures entered into in connection with any of the Additional Debentures, if any, with respect to the purchase of any Additional Debenture or other duties to deliver any additional funds to the Company, provided however, that other than with respect to the removal of the requirement to purchase and enter into any Additional Debenture, the Company and the Holder shall remain obligated and bound by the remaining terms and conditions of this Agreement, the Debenture, the Promissory Note and any agreements or debentures previously entered into in connection with any Additional Debenture. The Company’s sole and exclusive remedy in the event that the Holder fails to purchase any or all of the Additional Debentures shall be the right of the Company to receive the Non-Funding Penalty from the Holder.

Non-Funding Penalty. Notwithstanding the foregoing requirements of Holder to purchase each of the Second Debenture, Third Debenture and Fourth Debenture (each, an “"Additional Debenture” " and collectively, the “"Additional Debentures”"), in the event that Holder does not purchase the any or all of the Additional Debentures within 10 business days of the date that the delivery of funds associated with such purchase would otherwise be due, upon 20 days’ prior written notice from the Company of such failure to so purchase any or all of the Additional Debentures, Holder shall pay an amount equal to $100,000 200,000 (the “"Non-Funding Penalty”") to the Company. The amount payable by the Holder to the Company in connection with any damages, losses, claims or other amounts in connection with the failure of the Holder to purchase any or all of the Additional Debentures shall not exceed $100,000 200,000 in the aggregate. Upon the payment of the Non-Funding Penalty to the Company, the Holder shall have no further obligations or duties under this Agreement, the Debenture or any agreements or debentures entered into in connection with any of the Additional Debentures, if any, with respect to the purchase of any Additional Debenture or other duties to deliver any additional funds to the Company, provided however, that other than with respect to the removal of the requirement to enter into any Additional Debenture, the Company and the Holder shall remain obligated and bound by the remaining terms and conditions of this Agreement, the Debenture, the Promissory Note and any agreements or debentures previously entered into in connection with any Additional Debenture. The Company’s 's sole and exclusive remedy in the event that the Holder fails to purchase any or all of the Additional Debentures shall be the right of the Company to receive the Non-Funding Penalty from the Holder.

Non-Funding Penalty. Notwithstanding the foregoing requirements obligation of Holder to purchase each of the Second Debenture, Third Debenture and Fourth Debenture (each, also referred to herein as an “Additional Debenture” and collectively, the “Additional Debentures”), in the event that Holder does not purchase any or all of the Additional Debentures Debenture within 10 business days of the date that the delivery of funds associated with such purchase would otherwise be due, upon 20 days’ prior written notice from the Company of such failure to so purchase any or all of the Additional DebenturesDebenture, Holder shall pay an amount equal to $100,000 25,000 (the “Non-Funding Penalty”) to the Company, provided however that in the event that the Common Stock shall trade on the Trading Market (as defined in the Debenture) at a price per share that is $0.062 per share or lower at any time during the six month period commencing on the date hereof and ending on the six month anniversary of the date hereof (as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations or the like), then the Non-Funding Penalty shall be reduced to equal $5,000. The amount payable by the Holder to the Company in connection with any damages, losses, claims or other amounts in connection with the failure of the Holder to purchase any or all of the Additional Debentures Debenture shall not exceed $100,000 25,000 (or $5,000, subject to the terms of this Section) in the aggregate. Upon the payment of the Non-Funding Penalty to the Company, the Holder shall have no further obligations or duties under this Agreement, the Debenture or any agreements or debentures entered into in connection with any of the Additional DebenturesDebenture, if any, with respect to the purchase of any the Additional Debenture or other duties to deliver any additional funds to the Company, provided however, that other than with respect to the removal of the requirement to purchase and enter into any the Additional Debenture, the Company and the Holder shall remain obligated and bound by the remaining terms and conditions of this Agreement, the Debenture, the Promissory Note and any agreements or debentures previously entered into in connection with any Additional the Debenture. The Company’s sole and exclusive remedy in the event that the Holder fails to purchase any or all of the Additional Debentures Debenture shall be the right of the Company to receive the Non-Funding Penalty from the Holder.

Non-Funding Penalty. Notwithstanding the foregoing requirements of Holder to purchase each of the Second Debenture, Third Debenture and Fourth Third Debenture (each, an “Additional Debenture” and collectively, the “Additional Debentures”), in the event that Holder does not purchase any or all of the Additional Debentures within 10 business days of the date that the delivery of funds associated with such purchase would otherwise be due, upon 20 days’ prior written notice from the Company of such failure to so purchase any or all of the Additional Debentures, Holder shall pay an amount equal to $100,000 25,000 (the “Non-Funding Penalty”) to the Company, provided however that in the event that the Common Stock shall trade on the Trading Market (as defined in the Debenture) at a price per share that is $0.03 per share or lower at any time during the six month period commencing on the date hereof and ending on the six month anniversary of the date hereof (as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations or the like), then the Non-Funding Penalty shall be reduced to equal $5,000. The amount payable by the Holder to the Company in connection with any damages, losses, claims or other amounts in connection with the failure of the Holder to purchase any or all of the Additional Debentures shall not exceed $100,000 25,000 (or $5,000, subject to the terms of this Section) in the aggregate. Upon the payment of the Non-Funding Penalty to the Company, the Holder shall have no further obligations or duties under this Agreement, the Debenture or any agreements or debentures entered into in connection with any of the Additional Debentures, if any, with respect to the purchase of any Additional Debenture or other duties to deliver any additional funds to the Company, provided however, that other than with respect to the removal of the requirement to purchase and enter into any Additional Debenture, the Company and the Holder shall remain obligated and bound by the remaining terms and conditions of this Agreement, the Debenture, the Promissory Note and any agreements or debentures previously entered into in connection with any Additional Debenture. The Company’s sole and exclusive remedy in the event that the Holder fails to purchase any or all of the Additional Debentures shall be the right of the Company to receive the Non-Funding Penalty from the Holder.

Non-Funding Penalty. Notwithstanding the foregoing requirements of Holder to purchase each of the Second Debenture, Third Debenture and Fourth Debenture (each, an “Additional Debenture” and collectively, the “Additional Debentures”), in the event that Holder does not purchase any or all of the Additional Debentures Second Debenture within 10 business days of the date that the delivery of funds associated with such purchase would otherwise be due, upon 20 days’ prior written notice from the Company of such failure to so purchase any or all of the Additional DebenturesSecond Debenture, Holder shall pay an amount equal to $100,000 25,000 (the “Non-Funding Penalty”) to the Company, provided however that in the event that the Common Stock shall trade on the Trading Market (as defined in the Debenture) at a price per share that is $0.039 per share or lower for ten (10) consecutive days at any time during the six month period commencing on the date hereof and ending on the six month anniversary of the date hereof (as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations or the like), then the Non-Funding Penalty shall be reduced to equal $5,000. The amount payable by the Holder to the Company in connection with any damages, losses, claims or other amounts in connection with the failure of the Holder to purchase any or all of the Additional Debentures Second Debenture shall not exceed $100,000 25,000 (or $5,000, subject to the terms of this Section) in the aggregate. Upon the payment of the Non-Funding Penalty to the Company, the Holder shall have no further obligations or duties under this Agreement, the Debenture or any agreements or debentures entered into in connection with any of the Additional DebenturesSecond Debenture, if any, with respect to the purchase of any Additional the Second Debenture or other duties to deliver any additional funds to the Company, provided however, that other than with respect to the removal of the requirement to purchase and enter into any Additional the Second Debenture, the Company and the Holder shall remain obligated and bound by the remaining terms and conditions of this Agreement, the Debenture, the Promissory Note and any agreements or debentures previously entered into in connection with any Additional the Debenture. The Company’s sole and exclusive remedy in the event that the Holder fails to purchase any or all of the Additional Debentures Second Debenture shall be the right of the Company to receive the Non-Funding Penalty from the Holder.. ______________ Initials ____________ Initials

Non-Funding Penalty. Notwithstanding the foregoing requirements of Holder to purchase each of the Second Debenture, Third Debenture and Fourth Debenture (each, an “Additional Debenture” and collectively, the “Additional Debentures”), in the event that Holder does not purchase any or all of the Additional Debentures within 10 business days of the date that the delivery of funds associated with such purchase would otherwise be due, upon 20 days’ prior written notice from the Company of such failure to so purchase any or all of the Additional Debentures, Holder shall pay an amount equal to $100,000 25,000 (the “Non-Funding Penalty”) to the Company, provided however that in the event that the Common Stock shall trade on the Trading Market (as defined in the Debenture) at a price per share that is $0.065 per share or lower at any time during the six month period commencing on the date hereof and ending on the six month anniversary of the date hereof (as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations or the like), for a period of ten consecutive Trading Days (as defined in the Debenture), then the Non-Funding Penalty shall be reduced to equal $5,000. The amount payable by the Holder to the Company in connection with any damages, losses, claims or other amounts in connection with the failure of the Holder to purchase any or all of the Additional Debentures shall not exceed $100,000 25,000 (or $5,000, subject to the terms of this Section) in the aggregate. Upon the payment of the Non-Funding Penalty to the Company, the Holder shall have no further obligations or duties under this Agreement, the Debenture or any agreements or debentures entered into in connection with any of the Additional Debentures, if any, with respect to the purchase of any Additional Debenture or other duties to deliver any additional funds to the Company, provided however, that other than with respect to the removal of the requirement to enter into any Additional Debenture, the Company and the Holder shall remain obligated and bound by the remaining terms and conditions of this Agreement, the Debenture, the Promissory Note and any agreements or debentures previously entered into in connection with any Additional Debenture. The Company’s sole and exclusive remedy in the event that the Holder fails to purchase any or all of the Additional Debentures shall be the right of the Company to receive the Non-Funding Penalty from the Holder.