Common use of Future Financing Clause in Contracts

Future Financing. From this date until the later of full payment of the Adventure’s obligations to Owner or the 3 year anniversary of this date, upon any financing by Adventure by sale of its Common Stock or Common Stock Equivalents (a “Subsequent Financing”), Owner shall have the right to participate in up to 100% of such Subsequent Financing (the “Participation Maximum”). At least 15 Trading Days prior to the closing of the Subsequent Financing, Adventure shall deliver to Owner a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Owner if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of Owner, and only upon a request by such Owner, for a Subsequent Financing Notice, Adventure shall promptly, but no later than 3 Trading Days after such request, deliver a Subsequent Financing Notice to Owner. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. If by 6:30 p.m. (Eastern time) on the third Trading Day after the Owner has received the Pre-Notice, notifications by Owner of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum, then Adventure may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice. If Adventure receives no notice from Owner as of such third Trading Day, such Seller shall be deemed to have notified Adventure that it does not elect to participate. In addition to the foregoing, Adventure agrees to inform Owner in advance of transactions that will potentially dilute Owner’s interest in Adventure, and to give Owner full opportunity to make investments in Adventure contemporaneous with said transactions so as to avoid dilution of Owner’s position.

Future Financing. From this The Company agrees that it will enter into an equity line of credit type of transaction arranged by Union Atlantic, L.C. within 10 days from the date until hereof (the later "Equity Line"). Failure to enter into the Equity Line within the 10 days from the date hereof shall constitute an Event of full payment Default of the Adventure’s obligations to Owner or the 3 year anniversary of this date, upon Convertible Debentures. The Company agrees that it will not enter into any financing by Adventure by other sale of its Common Stock securities or Common Stock any Capital Shares Equivalents at a discount to the then-current bid price until the earlier of (i) 180 days after the Maturity Date; provided, however, that such period shall be extended for any days after the Maturity date during which the Registration Statement is not effective, or (iii) the date on which all of the Convertible Debentures have been redeemed by the Company pursuant to the Convertible Debentures. The foregoing shall not prevent or limit the Company from engaging in any sale of securities (i) pursuant to the exercise of options granted or to be granted under an employee benefit plan which plan has been approved by the Company's stockholders, (ii) pursuant to any compensatory plan for a “Subsequent Financing”full-time employee or key consultant, (iii) in connection with a strategic partnership or other business transaction, the principal purpose of which is not simply to raise money, (iv) in a registered public offering by the Company which is underwritten by one or more established investment banks (except an equity line type financing), Owner shall have or (v) with the right prior written approval of a majority in interest of the Investors. In the event the Company enters into a sale of its securities pursuant to participate in up to 100% any of such Subsequent Financing (the “Participation Maximum”). At least 15 Trading Days prior aforementioned exceptions to the closing of general prohibition on future financing in this Section 6.9, the Subsequent Financing, Adventure Company shall deliver to Owner the Investors a written notice (the "Subsequent Placement Notice") of its intention to effect a such Subsequent Financing (“Pre-Notice”)Placement, which Pre-Notice shall ask such Owner if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of Owner, and only upon a request by such Owner, for a Subsequent Financing Notice, Adventure shall promptly, but no later than 3 Trading Days after such request, deliver a Subsequent Financing Notice to Owner. The Subsequent Financing Placement Notice shall describe in reasonable detail the proposed terms of such Subsequent FinancingPlacement, the amount of proceeds intended to be raised thereunder, the Person persons and/or entities with whom such Subsequent Financing is proposed to Placement shall be effected, and attached to which shall be a term sheet or similar document relating thereto. If the Investors shall not have notified the Company by 6:30 p.m. (Eastern New York City time) on the third (3rd) Trading Day after their receipt of the Owner has received the Pre-Notice, notifications by Owner Subsequent Placement Notice of their willingness to participate in the Subsequent Financing provide (or to cause their designees sole designee to participateprovide), subject to completion of mutually acceptable documentation, financing to the Company on conversion, reset and pricing terms (including original issue discount, if any) is, and substantially on such other terms as set forth in the aggregateSubsequent Placement Notice, less than the total amount of the Participation Maximum, then Adventure Company may effect the remaining portion of such Subsequent Financing on Placement substantially upon the terms and to the Persons persons and/or entities set forth in the Subsequent Financing Placement Notice and the Investors shall not have any further rights with regard to the sale, conversion or exercise of the Company's securities pursuant to the Subsequent Placement; provided, however, that the Company shall provide the Investors with a second Subsequent Placement Notice, and the Investors shall again have the right of first refusal set forth above in this Section, if the Subsequent Placement subject to the initial Subsequent Placement Notice shall not have been consummated for any reason on conversion, reset and pricing terms (including original issue discount, if any) and substantially on such other terms set forth in such Subsequent Placement Notice within sixty (60) Trading Days after the date of the initial Subsequent Placement Notice with the persons and/or entities identified in the Subsequent Placement Notice. If Adventure receives no notice from Owner as an Investor shall indicate a willingness to provide financing in excess of such third Trading Daythe amount set forth in the Subsequent Placement Notice, such Seller then each Investor shall be deemed entitled to have notified Adventure that it does provide financing pursuant to such Subsequent Placement Notice up to an amount equal to such Investor's pro rata portion of the aggregate number of Convertible Debentures purchased by such Investor under this Agreement, but the Company shall not be required to accept financing from the Investors in an amount less than or in excess of the amount set forth in the Subsequent Placement Notice. In addition, each Investor may elect to participateexchange its Convertible Debentures for the securities to be issued in the Subsequent Placement, valued at the Purchase Price originally paid by the Investor, plus any accrued and unpaid interest, for the Convertible Debentures, on the same terms as the other investors in such Subsequent Placement. In addition The Investor shall notify the Company by 6:30 p.m. (New York City time) on the third (3rd) Trading Day after their receipt of the Subsequent Placement Notice of their exercise of exchange, subject to completion of mutually acceptable documentation, financing to the foregoingCompany on conversion, Adventure agrees to inform Owner reset and pricing terms (including original issue discount, if any) and substantially on such other terms as set forth in advance of transactions that will potentially dilute Owner’s interest in Adventure, and to give Owner full opportunity to make investments in Adventure contemporaneous with said transactions so as to avoid dilution of Owner’s position.the Subsequent Placement Notice..

Future Financing. From this The Company agrees that it will enter into an ---------------- equity line of credit agreement arranged through Hadrian Investments Limited within 10 calendar days from the date until hereof (the later "Equity Line"). At the election of full payment each Investor, the Company agrees to use 50% of the Adventure’s obligations net proceeds from any other sale for cash of its securities (including the Equity Line), to Owner or redeem all of the 3 year anniversary Convertible Debentures held by the Investors pursuant to Section 5 of this date, upon the Convertible Debentures. The Company agrees that it will not enter into any financing by Adventure by other sale of its Common Stock securities or Common Stock any Capital Shares Equivalents at a discount to the then-current bid price (or a “Subsequent Financing”convertible or exchangeable security without a floor price at or above the Set Price (as defined in the Convertible Debenture) or a security that may be reset or adjusted without a floor price at or above the Set Price) until the earlier to occur of (a) 180 days after the Effective Date, or (b) 3 years from second Closing Date. Notwithstanding anything to the contrary herein, the Company shall be further precluded from entering into any other such financing during a period that an Investor has delivered a Conversion Notice and the Company has not delivered to such Investor the Conversion Shares (without legend if possible) and is late in such delivery. The foregoing shall not prevent or limit the Company from engaging in any sale of securities (i) pursuant to the exercise of options granted or to be granted under an option, restricted stock or other plan for employees, directors, or consultants of the Company or any of its subsidiaries which plan has been approved by the Company's Board of Directors, (ii) pursuant to any compensatory plan for a full-time employee or key consultant, (iii) in connection with a strategic partnership or other business transaction, the principal purpose of which is not simply to raise money, (iv) pursuant to any option, warrant or convertible security existing as of the date hereof, (v) pursuant to a public offering underwritten by an established investment bank (not including an equity line of credit type agreement), Owner (vi) pursuant to existing consulting or investment advisory agreements, the principal purpose of which is not simply to raise money, (vii) pursuant to a stock split, or (viii) with the prior written consent of a majority in interest of the Investors, or their assigns as the case may be. Further, the Purchaser shall have a right of first refusal to participate upon the same terms and conditions offered to any third party in any subsequent financings entered into by the Company pursuant to sub-section 5.9(viii) hereto from the date hereof until 180 calendar days after the Effective Date. Such right of first refusal must be exercised in writing within five (5) Trading Days of the Purchaser's receipt of notice of the proposed terms of such financing or the right to participate in up to 100% of such Subsequent Financing (the “Participation Maximum”). At least 15 Trading Days prior to the closing of the Subsequent Financing, Adventure shall deliver to Owner a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Owner if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of Owner, and only upon a request by such Owner, for a Subsequent Financing Notice, Adventure shall promptly, but no later than 3 Trading Days after such request, deliver a Subsequent Financing Notice to Owner. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. If by 6:30 p.m. (Eastern time) on the third Trading Day after the Owner has received the Pre-Notice, notifications by Owner of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum, then Adventure may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice. If Adventure receives no notice from Owner as of such third Trading Day, such Seller shall be deemed to have notified Adventure that it does not elect to participate. In addition to the foregoing, Adventure agrees to inform Owner in advance of transactions that will potentially dilute Owner’s interest in Adventure, and to give Owner full opportunity to make investments in Adventure contemporaneous with said transactions so as to avoid dilution of Owner’s positionwaived.

Future Financing. From this date until (a) For 180 days after the later of full payment of the Adventure’s obligations to Owner or the 3 year anniversary of this dateClosing, upon any financing by Adventure by sale the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a “Subsequent Financing”), Owner all Purchasers in the aggregate shall have the right to participate in the Subsequent Financing for an amount up to 100% the lesser of such the aggregated Stated Value of all outstanding Preferred Stock and the full amount of the Subsequent Financing (the “Participation Maximum”). At least 15 5 Trading Days prior to the closing of the Subsequent Financing, Adventure the Company shall deliver to Owner each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Owner Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of Ownera Purchaser, and only upon a request by such OwnerPurchaser, for a Subsequent Financing Notice, Adventure the Company shall promptly, but no later than 3 1 Trading Days Day after such request, deliver a Subsequent Financing Notice to Ownersuch Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. If by 6:30 5:30 p.m. (Eastern New York City time) on the third 5th Trading Day after all of the Owner has Purchasers have received the Pre-Notice, notifications by Owner the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation MaximumSubsequent Financing, then Adventure the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice. If Adventure the Company receives no notice from Owner a Purchaser as of such third 5th Trading Day, such Seller Purchaser shall be deemed to have notified Adventure the Company that it does not elect to participate. In addition The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.13, if the Subsequent Financing subject to the foregoinginitial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 45 Trading Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, Adventure agrees each such Purchaser shall have the right to inform Owner in advance purchase their Pro Rata Portion (as defined below) of transactions that will potentially dilute Owner’s interest in Adventure, the Participation Maximum. “Pro Rata Portion” is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and to give Owner full opportunity to make investments in Adventure contemporaneous with said transactions so as to avoid dilution (y) the sum of Owner’s position.the aggregate Subscription Amount of all

Future Financing. From this date until The Company agrees no debt financing will be issued for a period of 24 months from the later of full payment Closing without the direct consent and prior approval of the Adventure’s obligations to Owner Purchasers. This paragraph does not limit the Company from expanding its production credit line or obtaining additional credit lines for operations. From the 3 year anniversary of this datedate hereof until 12 months after the Closing Date, upon any financing by Adventure the Company by sale of its Common Stock or Common Stock Equivalents in an amount exceeding $3,000,000 and provided that each Purchaser continues to hold at least 60% of the Shares (a “Subsequent Financing”), Owner each Purchaser shall have the right to participate in up to 100% of such Subsequent Financing (the “Participation Maximum”). At least 15 Trading Days prior to the closing of the Subsequent Financing, Adventure the Company shall deliver to Owner each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Owner Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of Ownera Purchaser, and only upon a request by such OwnerPurchaser, for a Subsequent Financing Notice, Adventure the Company shall promptly, but no later than 3 1 Trading Days Day after such request, deliver a Subsequent Financing Notice to Ownersuch Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. If by 6:30 p.m. (Eastern time) on the third second Trading Day after all of the Owner has Purchasers have received the Pre-Notice, notifications by Owner the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum, then Adventure the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice. If Adventure the Company receives no notice from Owner a Purchaser as of such third 2nd Trading Day, such Seller Purchaser shall be deemed to have notified Adventure the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.13, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 60 Trading Days after the date of the initial Subsequent Financing Notice. In addition the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase their Pro Rata Portion of the Participation Maximum. Notwithstanding the foregoing, Adventure agrees to inform Owner this Section 4.13 shall not apply in advance respect of transactions that will potentially dilute Owner’s interest in Adventure, and to give Owner full opportunity to make investments in Adventure contemporaneous with said transactions so as to avoid dilution of Owner’s positionan Exempt Issuance.