Common use of Future Financing Clause in Contracts

Future Financing. 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 hereof (the "Equity Line"). Failure to enter into the Equity Line within the 10 days from the date hereof shall constitute an Event of Default of the Convertible Debentures. The Company agrees that it will not enter into any other sale of its securities or 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 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), or (v) with the 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 any of the aforementioned exceptions to the general prohibition on future financing in this Section 6.9, the Company shall deliver to the Investors a written notice (the "Subsequent Placement Notice") of its intention to effect such Subsequent Placement, which Subsequent Placement Notice shall describe in reasonable detail the proposed terms of such Subsequent Placement, the amount of proceeds intended to be raised thereunder, the persons and/or entities with whom such Subsequent 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. (New York City time) on the third (3rd) Trading Day after their receipt of the Subsequent Placement Notice of their willingness to provide (or to cause their sole designee to provide), subject to completion of mutually acceptable documentation, financing to the Company on conversion, reset and pricing terms (including original issue discount, if any) and substantially on such other terms as set forth in the Subsequent Placement Notice, the Company may effect the Subsequent Placement substantially upon the terms and to the persons and/or entities set forth in the Subsequent 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 an Investor shall indicate a willingness to provide financing in excess of the amount set forth in the Subsequent Placement Notice, then each Investor shall be entitled to 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 exchange 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. 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 Company on conversion, reset and pricing terms (including original issue discount, if any) and substantially on such other terms as set forth in the Subsequent Placement Notice..

Future Financing. The Company agrees that it will enter into an equity line From this date until the later of credit type of transaction arranged by Union Atlantic, L.C. within 10 days from the date hereof (the "Equity Line"). Failure to enter into the Equity Line within the 10 days from the date hereof shall constitute an Event of Default full payment of the Convertible Debentures. The Company agrees that it will not enter into Adventure’s obligations to Owner or the 3 year anniversary of this date, upon any other financing by Adventure by sale of its securities Common Stock or any Capital Shares Common Stock Equivalents at (a discount “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 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 closing 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 stockholdersSubsequent Financing, (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) in a registered public offering by the Company which is underwritten by one or more established investment banks (except an equity line type financing), or (v) with the 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 any of the aforementioned exceptions to the general prohibition on future financing in this Section 6.9, the Company Adventure shall deliver to the Investors Owner a written notice (the "Subsequent Placement Notice") of its intention to effect such a Subsequent PlacementFinancing (“Pre-Notice”), which Pre-Notice shall ask such Owner if it wants to review the details of such financing (such additional notice, a “Subsequent Placement 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 PlacementFinancing, the amount of proceeds intended to be raised thereunder, the persons and/or entities Person with whom such Subsequent Placement shall Financing is proposed to 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. (New York City Eastern time) on the third (3rd) Trading Day after their receipt of the Subsequent Placement Notice Owner has received the Pre-Notice, notifications by Owner of their willingness to provide participate in the Subsequent Financing (or to cause their sole designee designees to provide)participate) is, subject to completion in the aggregate, less than the total amount of mutually acceptable documentationthe Participation Maximum, financing then Adventure may effect the remaining portion of such Subsequent Financing on the terms and to the Company on conversion, reset and pricing terms (including original issue discount, if any) and substantially on such other terms as Persons set forth in the Subsequent Placement Notice, the Company may effect the Subsequent Placement substantially upon the terms and to the persons and/or entities set forth in the Subsequent 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 Financing Notice. If an Investor shall indicate a willingness to provide financing in excess Adventure receives no notice from Owner as of the amount set forth in the Subsequent Placement Noticesuch third Trading Day, then each Investor such Seller shall be entitled deemed to provide financing pursuant have notified Adventure that it does not elect 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 Noticeparticipate. In addition, each Investor may elect to exchange 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. 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 addition to the Company on conversionforegoing, reset Adventure agrees to inform Owner in advance of transactions that will potentially dilute Owner’s interest in Adventure, and pricing terms (including original issue discount, if any) and substantially on such other terms to give Owner full opportunity to make investments in Adventure contemporaneous with said transactions so as set forth in the Subsequent Placement Notice..to avoid dilution of Owner’s position.

Future Financing. 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 hereof (the "Equity Line"). Failure to enter into the Equity Line within the 10 days from the date hereof shall constitute an Event of Default of the Convertible Debentures. The Company agrees that it will not enter into any other sale of its securities or any Capital Shares Equivalents at a discount to the then-current bid price until the earlier of (ia) For 180 days after the Maturity Date; providedClosing, however, that such period shall be extended for upon 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 financing by the Company pursuant or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a “Subsequent Financing”), all Purchasers in the aggregate shall have the right to participate in the Subsequent Financing for an amount up to the Convertible Debentureslesser of the aggregated Stated Value of all outstanding Preferred Stock and the full amount of the Subsequent Financing (the “Participation Maximum”). The foregoing shall not prevent or limit the Company from engaging in any sale of securities (i) pursuant At least 5 Trading Days prior 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 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), or (v) with the prior written approval of a majority in interest closing of the Investors. In the event the Company enters into a sale of its securities pursuant to any of the aforementioned exceptions to the general prohibition on future financing in this Section 6.9Subsequent Financing, the Company shall deliver to the Investors each Purchaser a written notice (the "Subsequent Placement Notice") of its intention to effect such a Subsequent PlacementFinancing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Placement Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent PlacementFinancing, the amount of proceeds intended to be raised thereunder, the persons and/or entities Person with whom such Subsequent Placement shall Financing is proposed to 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 5:30 p.m. (New York City time) on the third (3rd) 5th Trading Day after their receipt all of the Subsequent Placement Notice Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to provide participate in the Subsequent Financing (or to cause their sole designee designees to provide)participate) is, subject to completion in the aggregate, less than the total amount of mutually acceptable documentationthe Subsequent Financing, financing then the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Company on conversion, reset and pricing terms (including original issue discount, if any) and substantially on such other terms as Persons set forth in the Subsequent Placement Financing Notice, . If the Company may effect the Subsequent Placement substantially upon the terms and receives no notice from a Purchaser as of such 5th Trading Day, such Purchaser shall be deemed to the persons and/or entities set forth in the Subsequent 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 notified the Company shall that it does not elect to participate. The Company must provide the Investors Purchasers with a second Subsequent Placement Financing Notice, and the Investors shall Purchasers will again have the right of first refusal participation set forth above in this SectionSection 4.13, if the Subsequent Placement Financing subject to the initial Subsequent Placement Financing Notice shall is not have been consummated for any reason on conversion, reset and pricing terms (including original issue discount, if any) and substantially on such other the terms set forth in such Subsequent Placement Financing Notice within sixty (60) 45 Trading Days after the date of the initial Subsequent Placement Notice with Financing Notice. In the persons and/or entities identified in event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Placement Notice. If an Investor Financing, each such Purchaser shall indicate a willingness have the right to provide financing in excess purchase their Pro Rata Portion (as defined below) of the amount set forth in Participation Maximum. “Pro Rata Portion” is the Subsequent Placement Notice, then each Investor shall be entitled to provide financing pursuant to such Subsequent Placement Notice up to an amount equal to such Investor's pro rata portion ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate number Subscription Amount 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 exchange 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. 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 Company on conversion, reset and pricing terms (including original issue discount, if any) and substantially on such other terms as set forth in the Subsequent Placement Notice..all

Future Financing. The Company agrees that it no debt financing will enter into an equity line be issued for a period of credit type of transaction arranged by Union Atlantic, L.C. within 10 days 24 months from the date hereof (Closing without the "Equity Line"). Failure to enter into the Equity Line within the 10 days from the date hereof shall constitute an Event of Default direct consent and prior approval of the Convertible DebenturesPurchasers. The Company agrees that it will This paragraph does not enter into any other sale of its securities or 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 expanding its production credit line or obtaining additional credit lines for operations. From the date hereof until 12 months after the Closing Date, upon 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 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 financing by the Company which is underwritten by one or more established investment banks (except an equity line type financing), or (v) with the prior written approval of a majority in interest of the Investors. In the event the Company enters into a sale of its securities pursuant Common Stock or Common Stock Equivalents in an amount exceeding $3,000,000 and provided that each Purchaser continues to any hold at least 60% of the aforementioned exceptions Shares (a “Subsequent Financing”), 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 general prohibition on future financing in this Section 6.9closing of the Subsequent Financing, the Company shall deliver to the Investors each Purchaser a written notice (the "Subsequent Placement Notice") of its intention to effect such a Subsequent PlacementFinancing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Placement Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent PlacementFinancing, the amount of proceeds intended to be raised thereunder, the persons and/or entities Person with whom such Subsequent Placement shall Financing is proposed to 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. (New York City Eastern time) on the third (3rd) second Trading Day after their receipt all of the Subsequent Placement Notice Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to provide participate in the Subsequent Financing (or to cause their sole designee designees to provide)participate) is, subject to completion in the aggregate, less than the total amount of mutually acceptable documentationthe Participation Maximum, financing then the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Company on conversion, reset and pricing terms (including original issue discount, if any) and substantially on such other terms as Persons set forth in the Subsequent Placement Financing Notice, . If the Company may effect the Subsequent Placement substantially upon the terms and receives no notice from a Purchaser as of such 2nd Trading Day, such Purchaser shall be deemed to the persons and/or entities set forth in the Subsequent 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 notified the Company shall that it does not elect to participate. The Company must provide the Investors Purchasers with a second Subsequent Placement Financing Notice, and the Investors shall Purchasers will again have the right of first refusal participation set forth above in this SectionSection 4.13, if the Subsequent Placement Financing subject to the initial Subsequent Placement Financing Notice shall is not have been consummated for any reason on conversion, reset and pricing terms (including original issue discount, if any) and substantially on such other the terms set forth in such Subsequent Placement Financing Notice within sixty (60) 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 an Investor shall indicate a willingness to provide financing in excess of the amount set forth in the Subsequent Placement Notice, then each Investor shall be entitled to 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 Financing Notice. In additionthe event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each Investor may elect such Purchaser shall have the right to exchange 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. The Investor shall notify the Company by 6:30 p.m. (New York City time) on the third (3rd) Trading Day after purchase their receipt Pro Rata Portion of the Subsequent Placement Notice Participation Maximum. Notwithstanding the foregoing, this Section 4.13 shall not apply in respect of their exercise of exchange, subject to completion of mutually acceptable documentation, financing to the Company on conversion, reset and pricing terms (including original issue discount, if any) and substantially on such other terms as set forth in the Subsequent Placement Notice..an Exempt Issuance.

Future Financing. The Company agrees that it will enter into an ---------------- equity line of credit type of transaction agreement arranged by Union Atlantic, L.C. through Hadrian Investments Limited within 10 calendar days from the date hereof (the "Equity Line"). Failure At the election of each Investor, the Company agrees to enter into use 50% of the net proceeds from any other sale for cash of its securities (including the Equity Line within Line), to redeem all of the 10 days from Convertible Debentures held by the date hereof shall constitute an Event of Default Investors pursuant to Section 5 of the Convertible Debentures. The Company agrees that it will not enter into any other sale of its securities or any Capital Shares Equivalents at a discount to the then-current bid price (or a 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 (ia) 180 days after the Maturity Effective 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 (iiib) 3 years from second Closing Date. Notwithstanding anything to the date on which all of the Convertible Debentures have been redeemed by contrary herein, the Company pursuant 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 Convertible DebenturesConversion 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 employee benefit 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 stockholdersBoard 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) in pursuant to any option, warrant or convertible security existing as of the date hereof, (v) pursuant to a registered public offering by the Company which is underwritten by one or more an established investment banks bank (except not including an equity line of credit type financingagreement), (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 (vviii) with the prior written approval consent of a majority in interest of the Investors, or their assigns as the case may be. In Further, the event 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 enters into a sale of its securities pursuant to any 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 aforementioned exceptions to the general prohibition on future financing in this Section 6.9, the Company shall deliver to the Investors a written Purchaser's receipt of notice (the "Subsequent Placement Notice") of its intention to effect such Subsequent Placement, which Subsequent Placement Notice shall describe in reasonable detail the proposed terms of such Subsequent Placement, financing or the amount of proceeds intended right to be raised thereunder, the persons and/or entities with whom participate in such Subsequent Placement financing 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. (New York City time) on the third (3rd) Trading Day after their receipt of the Subsequent Placement Notice of their willingness to provide (or to cause their sole designee to provide), subject to completion of mutually acceptable documentation, financing to the Company on conversion, reset and pricing terms (including original issue discount, if any) and substantially on such other terms as set forth in the Subsequent Placement Notice, the Company may effect the Subsequent Placement substantially upon the terms and to the persons and/or entities set forth in the Subsequent 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 an Investor shall indicate a willingness to provide financing in excess of the amount set forth in the Subsequent Placement Notice, then each Investor shall be entitled to 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 exchange 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. 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 Company on conversion, reset and pricing terms (including original issue discount, if any) and substantially on such other terms as set forth in the Subsequent Placement Notice..waived.