Common use of Make Good Provision Clause in Contracts

Make Good Provision. If, at the time a Conversion Notice is submitted by the Holder, the trading price of the Company’s common stock is below $0.11, this Make-Good Provision will go into effect (the “Make-Good”). Once the Make-Good is in effect, the Company agrees to pay the Holder the difference, in cash, of: a) 135% of the portion of the Principal Amount being converted per the Conversion Notice and b) the Principal Amount being converted per the Conversion Notice/$0.08 x closing price of the Company’s common stock at the time of conversion. The Company will have 10 business days from receiving written notice to make this cash payment. However, if the balance owed by the Company per this Make-Good is greater than $25,000, the holder agrees to allow the Company 40 business days from the date of the Conversion Notice to make full payment. The Company and Holder agree that if the Stock price rises above $0.11 at any time while the cash balance is outstanding and owed to the Holder by Company, the Holder will have the ability to convert the outstanding balance into free trading shares of the Company at the Conversion Price, per its rights in the Note and in accordance with applicable law.