Exchange Act. The Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, as such law, rules and regulations may be amended from time to time.

Exchange Cap. Subject to Section 2(e)(ii) below, ​ shall not issue or sell any shares of Common Stock pursuant to this Agreement, and ​ shall not purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement would exceed the maximum number of shares of Common Stock that ​ may issue pursuant to this Agreement and the transactions contemplated hereby (taking into account all shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The NYSE AMERICAN LLC) without # breaching ​’s obligations under the applicable rules of The NYSE AMERICAN LLC or # obtaining stockholder approval under the applicable rules of The NYSE AMERICAN LLC (the “Exchange Cap”), unless and until ​ elects to solicit stockholder approval of the transactions contemplated by this Agreement and the stockholders of ​ have in fact approved the transactions contemplated by this Agreement in accordance with the applicable rules and regulations of The NYSE AMERICAN LLC and the Certificate of Incorporation and Bylaws of ​. For the avoidance of doubt, ​ may, but shall be under no obligation to, request its stockholders to approve the transactions contemplated by this Agreement; provided, that if stockholder approval is not obtained in accordance with this Section 2(e)(i), the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 2(e)(ii) below).

Exchange Agreement. As a condition of the Holder’s receipt and acceptance of this Purchase Warrant, Holder agrees that, at any time prior to the complete exercise of this Purchase Warrant by Holder, if the Company and Roth enter into an agreement (“Exchange Agreement”) pursuant to which they agree that all outstanding Purchase Warrants will be exchanged for securities or cash or a combination of both, then Holder shall agree to such exchange and become a party to the Exchange Agreement.

Exchange Right. Pursuant to the right of the Company and the holders of Partnership Units to modify the exchange right applicable to the Partnership Units held by them pursuant to [Section 8.05(a)] of the A&R LPA, the exchange right with respect to the Partnership Units issuable upon exercise of the Warrants shall be subject to this Section 8(b) and shall not be subject to the terms of the exchange right in Section 8.05 of the A&R LPA.

Exchange Securities. The Shares are, and upon conversion of the Exchange Securities, when issued, will be, duly authorized, validly issued, fully paid and non-assessable, and the Lender will receive good title to such Exchange Securities, free and clear of all pledges, security interests, liens or encumbrances. The issuance of the Exchange Securities will not give rise to any preemptive rights or rights of first refusal, or result in a right of any holder of Company securities to adjust the exercise, exchange or reset price under such securities. The Company has made available to the Lender true and correct copies of the Company’s Certificate of Incorporation, as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”).

Foreign Exchange. With respect to Primary Net Sales invoiced in a currency other than United States dollars, such Primary Net Sales will be converted into the United States dollar equivalent using the conversion rate existing in the United States (as reported in The Wall Street Journal) on the last date of the applicable calendar quarter. If The Wall Street Journal ceases to be published, then the rate of exchange to be used shall be that reported in such other business publication of national circulation in the United States as the Parties reasonably agree.

Share Exchange. It is intended by the parties hereto that [[Resort Savers:Organization]] will acquire eighty percent (80%) of the issued and outstanding shares of common stock of Kashi Jinju (the "Kashi Jinju Shares"), and such shares are held free and clear of any liens, claims or other encumbrances. In exchange for the shares of common stock of Kashi Jinju, [[Resort Savers:Organization]] will issue the Kashi Jinju, or its designee(s) thirty-two million (32,000,000) shares of [[Resort Savers:Organization]] common stock (the "[[Resort Savers:Organization]] Shares"). The [[Resort Savers:Organization]] Shares will be issued free and clear of any liens, claims or other encumbrances, subject to normal restrictions under the Securities Act of 1933.

If there is a tender offer or exchange offer for outstanding shares of Company Stock, rights with respect to the tender offer or exchange offer shall be exercised by the Trustee in accordance with the instructions of the Administrator.

This term sheet (the “Term Sheet”) describes certain terms for # an exchange offer to certain holders of the Existing Secured Notes (as defined below) (the “Secured Note Exchange Offer”), # a number of private exchanges of Existing Convertible Notes (as defined below) held by the Supporting Convertible Noteholders pursuant to the Transaction Support Agreements (the “Private Convertible Note Exchanges”) and # an exchange offer registered under the Securities Act of 1933 (the “Securities Act”) involving the Existing Convertible Notes (as defined below) (the “Registered Convertible Note Exchange Offer” and together with the Private Convertible Note Exchanges, the “Convertible Note Exchange Offers”). The Convertible Note Exchange Offers and the Secured Note Exchange Offer are referred to as the “Transactions”.

Right of First Offer. Subject to and upon the terms and provisions contained in this Article XXIX, at any time prior to the end of the sixth (6th) Lease year (the “ROFO Period”), and provided that # no Event of Default exists and is continuing at the time Tenant delivers an Acceptance Notice (as hereinafter defined) and # that Tenant has not assigned this Lease (except to a Permitted Transferee or an Affiliate as permitted by Article VII), Tenant shall have a one-time right of first offer (“ROFO”) to lease additional space in the Commercial/Garage Unit which is located on the floor or floors of the Commercial/Garage Unit immediately below any floor of the Premises and contiguous to space then included in the Premises, if any (the “ROFO Space”), but only after the initial lease-up of the Commercial/Garage Unit (including being subject to any extension rights expressly granted to other tenants of the Commercial/Garage Unit by Landlord during such initial lease-up, and subject to the right of any other tenant at the Commercial/Garage Unit to renew or extend the term of its lease).