Share Reserve. Subject to the provisions of [Section 12] relating to adjustments upon changes in Common Stock, the total number of shares of Common Stock that may be issued pursuant to Stock Awards shall not exceed in the aggregate of 6,000,000 shares (the “Reserved Shares”).”

Share Reserve. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of the Plan.

Release of Share Reserve. Hymers agrees to cancel the reservation of 3,000,000 shares of GRVE Common Stock at EQ Shareowner Service per the attached.

Reversion. Upon receipt of notice of Abandonment by HLTT and at any time during the sixty (60) days following receipt of such notice, PTG may give HLTT written notice that it will make a good faith effort to assist HWC in achieving financial success, which notice shall be accompanied by a budget for the effort and an identification of sources of financing. Upon HLTT’s receipt of that notice with the requisite information, a “Reversion” shall be implemented. HLTT shall transfer to PTG managerial control of HWC, and PTG shall implement its commitment to a good faith effort. If within three years after commencement of

Reversion. At no time, prior to the satisfaction of all liabilities with respect to Participants and their beneficiaries, shall any part of the assets of the Plan be used for or diverted to purposes other than for the exclusive benefit of such persons; provided, however, Employer contributions may be returned to the Employer # if made by the Employer by a mistake of fact, within one year after the payment of the contribution, or # if a contribution is conditioned upon the deductibility of such contribution under Code Section 404, then to the extent the deduction is disallowed, within one year of the disallowance of the deduction. The amount of any contribution that may be returned to the Employer must be reduced by any portion thereof previously distributed from the Trust Fund and by any losses of the Trust Fund allocable thereto, and in no event may the return of such contribution cause any Participant’s Account balances to be less than the amount of such balances had the contribution not been made under the Plan.

Reversion. Upon receipt of notice of Abandonment by HLTT and at any time during the sixty (60) days following receipt of such notice, PTG may give HLTT written notice that it will make a good faith effort to assist HWC in achieving financial success, which notice shall be accompanied by a budget for the effort and an identification of sources of financing. Upon HLTT’s receipt of that notice with the requisite information, a “Reversion” shall be implemented. HLTT shall transfer to PTG managerial control of HWC, and PTG shall implement its commitment to a good faith effort. If within three years after commencement of the Reversion, HWC achieves Cash Flow Positive, as defined above, then HLTT will assign t PTG that number of shares of HWC common stock as will cause the ratio of common stock owned by PTG (excluding common stock issued on conversion of Series A Preferred Stock) to common stock owned by HLTT to equal the ratio of PTG’s capital contributions to HWC to HLTT’s capital contributions to HWC.

Right of Reversion of Common Deal Shares to SC Preferred. At any time and from time to time following the consummation of the Debt-for-Equity Exchange, SPV shall have the right to surrender Common Deal Shares held by SPV to ​ and receive in exchange shares newly issued of SC Preferred (a “Reversion”). SPV may initiate a Reversion by sending written notice to ​ (a “Reversion Notice”), stating the number of Common Deal Shares to be surrendered, the Exchange Rate, and the number of shares of SC Preferred to be issued. The notice will be effective and the Reversion will be deemed to have occurred on the date on which ​ receives the Reversion Notice. ​ will promptly thereafter, but in any event no later than two (2) business days following receipt of a Reversion Notice, cause its transfer agent to issue to SPV a notice of book entry reflecting the SC Preferred shares to be issued in connection with the Reversion. The number of shares of SC Preferred to be issued to SPV upon a Reversion shall be equal to the product of # the number of Common Deal Shares to be surrendered in such Reversion multiplied by # the Exchange Rate applicable to the Common Deal Shares to be surrendered in such Reversion. The “Exchange Rate” applicable to the Common Deal Shares to be surrendered in a Reversion will be the quotient equal to # the price at which the Common Deal Shares to be surrendered were issued divided by # the Stated Value (as defined in the Certificate of Designation) of a share of SC Preferred.

The Company shall issue irrevocable transfer agent instructions reserving 254,545,000 shares of its Common Stock for conversions under this Note (the “Share Reserve”). Upon full conversion of this Note, any shares remaining in the Share Reserve shall be cancelled. The Company shall pay all costs associated with issuing and delivering the shares. The company should at all times reserve a minimum of four times the amount of shares required if the note would be fully converted. The Holder may reasonably request increases from time to time to reserve such amounts.

Shares that are subject to Awards of Options or Stock Appreciation Rights shall be counted against the share reserve as one Share for every one Share granted.

RESOLVED FURTHER, that consistent with the terms of the Purchase Agreement, the Transfer Agent is authorized and directed to immediately create a share reserve equal to 7,000,000 shares of Company’s Common Stock for the benefit of Investor (the “Share Reserve”); provided that the Share Reserve may increase in increments of 1,000,000 shares from time to time by written instructions provided to the Transfer Agent by Company or Investor as required by the Purchase Agreement and as contemplated by the Board Resolutions.