Exhibit 10.18


 


Securities Purchase Agreement


 


This
Securities Purchase Agreement (this “Agreement”), dated as of May 20, 2014, is entered into by and between
Players Network, a Nevada corporation (“Company”), and Typenex
Co-Investment, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”).


A.            
Company and
Investor are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the
rules and regulations promulgated by the United States Securities and Exchange Commission (the “SEC”) under
the Securities Act of 1933, as amended (the “1933 Act”).


B.            
Investor desires
to purchase and Company desires to issue and sell, upon the terms and conditions set forth in this Agreement, a Convertible Promissory
Note, in the form attached hereto as Exhibit A, in the original principal amount of $113,000.00 (the “Note”),
convertible into shares of common stock, $0.001 par value per share, of Company (the “Common Stock”), upon the
terms and subject to the limitations and conditions set forth in such Note.


C.            
This Agreement,
the Note, and all other certificates, documents, agreements, resolutions and instruments delivered to any party under or in connection
with this Agreement, as the same may be amended from time to time, are collectively referred to herein as the “Transaction
Documents”.


D.            
For purposes
of this Agreement: “Conversion Shares” means all shares of Common Stock issuable upon conversion of all or any
portion of the Note; and “Securities” means the Note and the Conversion Shares.


NOW, THEREFORE,
Company and Investor hereby agree as follows:


1.            
Purchase and Sale of Securities.


1.1.           
Purchase of Securities. Company shall issue and sell to Investor and Investor agrees to purchase from Company the
Note. In consideration thereof, Investor shall pay the Purchase Price to Company.


1.2.           
Form of Payment. On the Closing Date, Investor shall pay the Purchase Price to Company against delivery of the Note.


1.3.           
Closing Date. Subject to the satisfaction (or written waiver) of the conditions set forth in Section 5 and Section
6 below, the date and time of the issuance and sale of the Securities pursuant to this Agreement (the “Closing Date”)
shall be 5:00 p.m., Eastern Time on or about May 20, 2014, or such other mutually agreed upon time. The closing of the transactions
contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at the offices of Investor unless
otherwise agreed upon by the parties.


1.4.           
Collateral for the Note. The Note shall not be secured.


1.5.           
Original Issue Discount; Transaction Expenses. The Note carries an original issue discount of $10,000.00 (the “OID”).
In addition, Company agrees to pay $3,000.00 to Investor to cover Investor’s legal fees, accounting costs, due diligence,
monitoring and other transaction costs incurred in connection with the purchase and sale of the Securities (the “Transaction
Expense Amount”), all of which amount is included in the initial principal balance of this Note. The Purchase Price,
therefore, shall be $100,000.00, computed as follows: $113,000.00 original principal balance, less the OID, less the Transaction
Expense Amount.



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2.            
Investor’s Representations and Warranties. Investor represents and warrants to Company that: (i) this Agreement
has been duly and validly authorized; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in
accordance with its terms; and (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of
Regulation D of the 1933 Act.


3.            
Representations and Warranties of Company. Company represents and warrants to Investor that: (i) Company is a corporation
duly organized, validly existing and in good standing under the laws of its state of incorporation and has the requisite corporate
power to own its properties and to carry on its business as now being conducted; (ii) Company is duly qualified as a foreign corporation
to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it
makes such qualification necessary; (iii) Company has registered its Common Stock under Section 12(g) of the Securities Exchange
Act of 1934, as amended (the “1934 Act”), and is obligated to file reports pursuant to Section 13 or Section 15(d)
of the 1934 Act; (iv) each of the Transaction Documents and the transactions contemplated hereby and thereby, have been duly and
validly authorized by Company; (v) this Agreement, the Note, and the other Transaction Documents have been duly executed and delivered
by Company and constitute the valid and binding obligations of Company enforceable in accordance with their terms, subject as to
enforceability only to general principles of equity and to bankruptcy, insolvency, moratorium, and other similar laws affecting
the enforcement of creditors’ rights generally; (vi) the execution and delivery of the Transaction Documents by Company,
the issuance of Securities in accordance with the terms hereof, and the consummation by Company of the other transactions contemplated
by the Transaction Documents do not and will not conflict with or result in a breach by Company of any of the terms or provisions
of, or constitute a default under (a) Company’s formation documents or bylaws, each as currently in effect, (b) any indenture,
mortgage, deed of trust, or other material agreement or instrument to which Company is a party or by which it or any of its properties
or assets are bound, including any listing agreement for the Common Stock, or (c) to Company’s knowledge, any existing applicable
law, rule, or regulation or any applicable decree, judgment, or order of any court, United States federal or state regulatory body,
administrative agency, or other governmental body having jurisdiction over Company or any of Company’s properties or assets;
(vii) no further authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization,
or stock exchange or market or the stockholders or any lender of Company is required to be obtained by Company for the issuance
of the Securities to Investor; (viii) none of Company’s filings with the SEC contained, at the time they were filed, any
untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the
statements made therein, in light of the circumstances under which they were made, not misleading; (ix) Company has filed all reports,
schedules, forms, statements and other documents required to be filed by Company with the SEC under the 1934 Act on a timely basis
or has received a valid extension of such time of filing and has filed any such report, schedule, form, statement or other document
prior to the expiration of any such extension; (x) Company is not, nor has it ever been, a “Shell Company,” as such
type of “issuer” is described in Rule 144(i)(1) under the 1933 Act; (xi) Company has taken no action which would give
rise to any claim by any person or entity for a brokerage commission, placement agent or finder’s fees or similar payments
by Investor relating to the Note or the transactions contemplated hereby; (xii) except for such fees arising as a result of any
agreement or arrangement entered into by Investor without the knowledge of Company (an “Investor’s Fee”),
Investor shall have no obligation with respect to such fees or with respect to any claims made by or on behalf of other persons
for fees of a type contemplated in this subsection that may be due in connection with the transactions contemplated hereby and
Company shall indemnify and hold harmless each of Investor, Investor’s employees, officers, directors, stockholders, managers,
agents, and partners, and their respective affiliates, from and against all claims, losses, damages, costs (including the costs
of preparation and attorneys’ fees) and expenses suffered in respect of any such claimed or existing fees (other than an
Investor’s Fee, if any), and (xiii) when issued, each of the Securities will be validly issued, fully paid for and non-assessable,
free and clear of all liens, claims, charges and encumbrances.



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4.            
Company Covenants. Until all of Company’s obligations hereunder are paid and performed in full, or within the
timeframes otherwise specifically set forth below, Company shall comply with the following covenants: (i) from the date hereof
until the date that is six (6) months after all the Conversion Shares either have been sold by Investor, or may permanently be
sold by Investor without any restrictions pursuant to Rule 144, Company shall timely make all filings required to be made by it
under the 1933 Act, the 1934 Act, Rule 144 or any United States securities laws and regulations thereof applicable to Company or
by the rules and regulations of its principal trading market, and such filings shall conform to the requirements of applicable
laws, regulations and government agencies, and, unless such filings are publicly available on the SEC’s EDGAR system (via
the SEC’s web site at no additional charge), Company shall provide a copy thereof to Investor promptly after such filings;
(ii) so long as Investor beneficially owns any of the Securities and for at least twenty (20) Trading Days (as defined in the Note)
thereafter, Company shall file all reports required to be filed with the SEC pursuant to Sections 13 or 15(d) of the 1934
Act, and shall take all reasonable action under its control to ensure that adequate current public information with respect to
Company, as required in accordance with Rule 144, is publicly available, and shall not terminate its status as an issuer required
to file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would permit such termination;
(iii) the Common Stock shall be listed or quoted for trading on any of (a) the NYSE Amex, (b) the New York Stock Exchange, (c)
the Nasdaq Global Market, (d) the Nasdaq Capital Market, (e) the OTC Bulletin Board, (f) the OTCQX, or (g) the OTCQB; (iv) when
issued, each of the Securities (including, without limitation, the Conversion Shares), will be validly issued, fully paid for and
non-assessable, free and clear of all liens, claims, charges and encumbrances, and (iv) Company shall use the net proceeds received
hereunder for working capital and general corporate purposes only; provided, however, Company will not use such proceeds
to pay fees payable (A) to any broker or finder relating to the offer and sale of the Securities unless such broker, finder, or
other party is a registered investment adviser or registered broker-dealer and such fees are paid in full compliance with all applicable
laws and regulations, or (B) to any other party relating to any financing transaction effected prior to the date hereof.


5.            
Conditions to Company’s Obligation to Sell. The obligation of Company hereunder to issue and sell the Securities
to Investor at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions:


5.1.           
Investor shall have executed this Agreement, and delivered the same to Company.


5.2.           
Investor shall have delivered the Purchase Price in accordance with Section 1.2 above.


6.            
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities
at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that
these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:


6.1.           
Company shall have executed this Agreement and delivered the same to Investor.


6.2.           
Company shall have delivered to Investor the duly executed Note in accordance with Section 1.2 above.


6.3.           
The Irrevocable Letter of Instructions to Transfer Agent shall have been delivered to and acknowledged in writing by Company’s
transfer agent (the “Transfer Agent”) substantially in the form attached hereto as Exhibit B.


6.4.           
Company shall have delivered to Investor a fully executed Secretary’s Certificate evidencing Company’s approval
of the Transaction Documents substantially in the form attached hereto as Exhibit C.



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6.5.           
Company shall have delivered to Investor a fully executed Share Issuance Resolution to be delivered to the Transfer Agent
substantially in the form attached hereto as Exhibit D.


6.6.           
Company shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed
by Company herein or therein.


7.            
Reservation of Shares. At all times during which the Note is convertible, Company will reserve from its authorized
and unissued Common Stock to provide for the issuance of Common Stock upon the full conversion of the Note at the then current
Conversion Price (as defined in and determined pursuant to the Note). Company will at all times reserve at least three times the
number of shares of Common Stock equal to the Outstanding Balance (as defined in and determined pursuant to the Note) divided by
the Conversion Price (the “Share Reserve”), but in any event not less than 22,000,000 shares of Common Stock
shall be reserved at all times for such purpose (the “Transfer Agent Reserve”). Company further agrees that
it will cause the Transfer Agent to immediately add shares of Common Stock to the Transfer Agent Reserve in increments of 2,000,000
shares as and when requested by Investor in writing from time to time, provided that such incremental increases do not cause the
Transfer Agent Reserve to exceed the Share Reserve. In furtherance thereof, from and after the date hereof and until such time
that the Note has been paid in full, Company shall require the Transfer Agent to reserve for the purpose of issuance of Conversion
Shares under the Note, a number of shares of Common Stock equal to the Transfer Agent Reserve. Company shall further require the
Transfer Agent to hold such shares of Common Stock exclusively for the benefit of Investor and to issue such shares to Investor
promptly upon Investor’s delivery of a conversion notice under the Note.


8.            
Miscellaneous. The provisions set forth in this Section 8 shall apply to this Agreement, as well as all other Transaction
Documents as if these terms were fully set forth therein.


8.1.           
Cross Default. Any Event of Default (as defined in the Note) by Company under the Note will be deemed a default under
this Agreement, and any default by Company under this Agreement will be deemed an Event of Default under the Note.


8.2.           
Governing Law; Venue. This Agreement shall be governed by and interpreted in accordance with the laws of the State
of Utah for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict
of laws. Each party consents to and expressly agrees that venue for Arbitration (as defined in Exhibit E) of any dispute
arising out of or relating to any Transaction Document or the relationship of the parties or their affiliates shall be in Salt
Lake County or Utah County, Utah). Without modifying the parties obligations to resolve disputes hereunder pursuant to the Arbitration
Provisions (as defined below), for any litigation arising in connection with any of the Transaction Documents, each party hereto
hereby (a) consents to and expressly submits to the exclusive personal jurisdiction of any state or federal court sitting in Salt
Lake County, Utah, (b) expressly submits to the venue of any such court for the purposes hereof, and (c) waives any claim of improper
venue and any claim or objection that such courts are an inconvenient forum or any other claim or objection to the bringing of
any such proceeding in such jurisdictions or to any claim that such venue of the suit, action or proceeding is improper.


8.3.           
Arbitration of Claims. The parties shall submit all Claims (as defined in Exhibit E) arising under this Agreement
or any other Transaction Document or other agreements between the parties and their affiliates to binding arbitration pursuant
to the arbitration provisions set forth in Exhibit E attached hereto (the “Arbitration Provisions”).
The parties hereby acknowledge and agree that the Arbitration Provisions are unconditionally binding on the parties hereto and
are severable from all other provisions of this Agreement. Any capitalized term not defined in the Arbitration Provisions shall
have the meaning set forth in this Agreement. By executing this Agreement, Company represents, warrants and covenants that Company
has reviewed the Arbitration Provisions carefully, consulted with legal counsel about such provisions (or waived its right to do
so), understands that the Arbitration Provisions are intended to allow for the expeditious and efficient resolution of any dispute
hereunder, agrees to the terms and limitations set forth in the Arbitration Provisions, and that Company will not take a position
contrary to the foregoing representations. Company acknowledges and agrees that Investor may rely upon the foregoing representations
and covenants of Company regarding the Arbitration Provisions.



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8.4.           
Counterparts. Each Transaction Document may be executed in any number of counterparts, each of which shall be deemed
an original, but all of which together shall constitute one instrument. The parties hereto confirm that any electronic copy of
another party’s executed counterpart of a Transaction Document (or such party’s signature page thereof) will be deemed
to be an executed original thereof.


8.5.           
Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect
the interpretation of, this Agreement.


8.6.           
Severability. In the event that any provision of this Agreement is invalid or unenforceable under any applicable
statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall
be deemed modified to conform to such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under
any law shall not affect the validity or enforceability of any other provision hereof.


8.7.           
Entire Agreement; Amendments. This Agreement and the instruments and exhibits referenced herein contain the entire
understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein
or therein, neither Company nor Investor makes any representation, warranty, covenant or undertaking with respect to such matters.
No provision of this Agreement may be waived or amended other than by an instrument in writing signed by the parties hereto.


8.8.           
Notices. Any notice required or permitted hereunder shall be given in writing (unless otherwise specified herein)
and shall be deemed effectively given on the earliest of: (a) the date delivered, if delivered by personal delivery as against
written receipt therefor or by email to an executive officer, or by facsimile (with successful transmission confirmation), (b)
the earlier of the date delivered or the third Trading Day after deposit, postage prepaid, in the United States Postal Service
by certified mail, or (c) the earlier of the date delivered or the third Trading Day after mailing by express courier, with delivery
costs and fees prepaid, in each case, addressed to each of the other parties thereunto entitled at the following addresses (or
at such other addresses as such party may designate by five (5) calendar days’ advance written notice similarly given to
each of the other parties hereto):


If to Company:


 


Players Network


Attn: Mark Bradley


1771 E. Flamingo Road,
Suite 201-A


Las Vegas, Nevada 89119


 


With a copy to (which copy shall not constitute notice):


 


______________________


Attn: _________________


______________________


______________________


 






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If to Investor:


 


Typenex Co-Investment, LLC


Attn: John Fife


303 East Wacker Drive, Suite 1200


Chicago, Illinois 60601


 


With a copy to (which copy shall not constitute notice):


 


Hansen Black Anderson Ashcraft PLLC


Attn: Jonathan K. Hansen


2940 West Maple Loop, Suite 103


Lehi, Utah 84043


 


8.9.           
Successors and Assigns. This Agreement or any of the severable rights and obligations inuring to the benefit of or
to be performed by Investor hereunder may be assigned by Investor to a third party, including its financing sources, in whole or
in part, without the need to obtain Company’s consent thereto. Company may not assign its rights or obligations under this
Agreement or delegate its duties hereunder without the prior written consent of Investor.


8.10.       
Survival. The representations and warranties of Company and the agreements and covenants set forth in this Agreement
shall survive the Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of Investor. Company
agrees to indemnify and hold harmless Investor and all its officers, directors, employees, attorneys, and agents for loss or damage
arising as a result of or related to any breach or alleged breach by Company of any of its representations, warranties and covenants
set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as
they are incurred.


8.11.       
Publicity. Company and Investor shall have the right to review a reasonable period of time before issuance of any
press releases by the other party with respect to the transactions contemplated hereby.


8.12.       
Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and
things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may
reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions
contemplated hereby.


8.13.       
Investor’s Rights and Remedies Cumulative; Liquidated Damages. All rights, remedies, and powers conferred in
this Agreement and the Transaction Documents are cumulative and not exclusive of any other rights or remedies, and shall be in
addition to every other right, power, and remedy that Investor may have, whether specifically granted in this Agreement or any
other Transaction Document, or existing at law, in equity, or by statute, and any and all such rights and remedies may be exercised
from time to time and as often and in such order as Investor may deem expedient. The parties acknowledge and agree that upon Company’s
failure to comply with the provisions of the Transaction Documents, Investor’s damages would be uncertain and difficult (if
not impossible) to accurately estimate because of the parties’ inability to predict future interest rates and future share
prices, Investor’s increased risk, and the uncertainty of the availability of a suitable substitute investment opportunity
for Investor, among other reasons. Accordingly, any fees, charges, and default interest due under the Note and the other Transaction
Documents are intended by the parties to be, and shall be deemed, liquidated damages (under Company’s and Investor’s
expectations that any such liquidated damages will tack back to the Closing Date for purposes of determining the holding period
under Rule 144). The parties agree that such liquidated damages are a reasonable estimate of Investor’s actual damages and
not a penalty, and shall not be deemed in any way to limit any other right or remedy Investor may have hereunder, at law or in
equity. The parties acknowledge and agree that under the circumstances existing at the time this Agreement is entered into, such
liquidated damages are fair and reasonable and are not penalties. All fees, charges, and default interest provided for in the Transaction
Documents are agreed to by the parties to be based upon the obligations and the risks assumed by the parties as of the Closing
Date and are consistent with investments of this type. The liquidated damages provisions of the Transaction Documents shall not
limit or preclude a party from pursuing any other remedy available at law or in equity; provided, however, that the liquidated
damages provided for in the Transaction Documents are intended to be in lieu of actual damages.



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8.14.       
Ownership Limitation. Notwithstanding anything to the contrary contained in this Agreement or the other Transaction
Documents, if at any time Investor shall or would be issued shares of Common Stock under any of the Transaction Documents, but
such issuance would cause Investor (together with its affiliates) to beneficially own a number of shares exceeding the Maximum
Percentage (as defined in the Note), then Company must not issue to Investor the shares that would cause Investor to exceed the
Maximum Percentage. The shares of Common Stock issuable to Investor that would cause the Maximum Percentage to be exceeded are
referred to herein as the “Ownership Limitation Shares”. Company will reserve the Ownership Limitation Shares
for the exclusive benefit of Investor. From time to time, Investor may notify Company in writing of the number of the Ownership
Limitation Shares that may be issued to Investor without causing Investor to exceed the Maximum Percentage. Upon receipt of such
notice, Company shall be unconditionally obligated to immediately issue such designated shares to Investor, with a corresponding
reduction in the number of the Ownership Limitation Shares. For purposes of this Section, beneficial ownership of Common Stock
will be determined under Section 13(d) of the 1934 Act.


8.15.       
Attorneys’ Fees and Cost of Collection. In the event of any arbitration or action at law or in equity to enforce
or interpret the terms of this Agreement or any of the other Transaction Documents, the parties agree that the party who is awarded
the most money shall be deemed the prevailing party for all purposes and shall therefore be entitled to an additional award of
the full amount of the attorneys’ fees, deposition costs, and expenses paid by such prevailing party in connection with arbitration
or litigation without reduction or apportionment based upon the individual claims or defenses giving rise to the fees and expenses.
Nothing herein shall restrict or impair an arbitrator’s or a court’s power to award fees and expenses for frivolous
or bad faith pleading. If (a) the Note is placed in the hands of an attorney for collection or enforcement prior to commencing
arbitration or legal proceedings, or is collected or enforced through any arbitration or legal proceeding, or Investor otherwise
takes action to collect amounts due under the Note or to enforce the provisions of the Note; or (b) there occurs any bankruptcy,
reorganization, receivership of Company or other proceedings affecting Company’s creditors’ rights and involving a
claim under the Note; then Company shall pay the costs incurred by Investor for such collection, enforcement or action or in connection
with such bankruptcy, reorganization, receivership or other proceeding, including, without limitation, attorneys’ fees, expenses,
deposition costs, and disbursements.


8.16.       
Waiver. No waiver of any provision of this Agreement shall be effective unless it is in the form of a writing signed
by the party granting the waiver. No waiver of any provision or consent to any prohibited action shall constitute a waiver of any
other provision or consent to any other prohibited action, whether or not similar. No waiver or consent shall constitute a continuing
waiver or consent or commit a party to provide a waiver or consent in the future except to the extent specifically set forth in
writing.


8.17.       
Waiver of Jury Trial. EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS
SUCH PARTY MAY HAVE TO DEMAND THAT ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT
OR THE RELATIONSHIPS OF THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY
ARISING UNDER COMMON LAW OR ANY APPLICABLE STATUTE, LAW, RULE OR REGULATION. FURTHER, EACH PARTY HERETO ACKNOWLEDGES THAT SUCH
PARTY IS KNOWINGLY AND VOLUNTARILY WAIVING SUCH PARTY’S RIGHT TO DEMAND TRIAL BY JURY.


8.18.       
Time of the Essence. Time is expressly made of the essence of each and every provision of this Agreement and the
other Transaction Documents.


[Remainder of page intentionally left blank;
signature page follows]


 






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IN WITNESS WHEREOF,
the undersigned Investor and Company have caused this Agreement to be duly executed as of the date first above written.


SUBSCRIPTION AMOUNT:


 


	Principal Amount of Note:	$113,000.00
	 	 
	Purchase Price:	$100,000.00




 


 


INVESTOR:


 


Typenex
Co-Investment, LLC


 


By: Red Cliffs Investments, Inc., its
Manager


 


 


    By: /s/ John M. Fife


            John M. Fife, President


 


 


COMPANY:


 


Players
Network


 


 


By: ____________________________


Printed Name: ____________________


Title: ___________________________


 


 


 


ATTACHED EXHIBITS:


 


		Exhibit A	Note



		Exhibit B	Irrevocable Transfer Agent Instructions



		Exhibit C	Secretary’s Certificate



		Exhibit D	Share Issuance Resolution



		Exhibit E	Arbitration Provisions



 






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Exhibit
E


 


ARBITRATION PROVISIONS


 


1.            
Dispute Resolution. For purposes
of this Exhibit E, the term “Claims” means any disputes, claims, demands, causes of action, liabilities,
damages, losses, or controversies whatsoever arising from related to or connected with the transactions contemplated in the Transaction
Documents and any communications between the parties related thereto, including without limitation any claims of mutual mistake,
mistake, fraud, misrepresentation, failure of formation, failure of consideration, promissory estoppel, unconscionability, failure
of condition precedent, rescission, and any statutory claims, tort claims, contract claims, or claims to void, invalidate or terminate
the Agreement or any of the other Transaction Documents. The parties hereby agree that the arbitration provisions set forth in
this Exhibit E (“Arbitration Provisions”) are binding on the parties hereto and are severable from all
other provisions in the Transaction Documents. As a result, any attempt to rescind the Agreement or declare the Agreement or any
other Transaction Document invalid or unenforceable for any reason is subject to these Arbitration Provisions. These Arbitration
Provisions shall also survive any termination or expiration of the Agreement.


2.            
Arbitration. Except as otherwise
provided herein, all Claims must be submitted to arbitration (“Arbitration”) to be conducted in Salt Lake County,
Utah or Utah County, Utah and pursuant to the terms set forth in these Arbitration Provisions. The parties agree that the award
of the arbitrator shall be final and binding upon the parties; shall be the sole and exclusive remedy between them regarding any
Claims, counterclaims, issues, or accountings presented or pleaded to the arbitrator; and shall promptly be payable in United States
dollars free of any tax, deduction or offset (with respect to monetary awards). Any costs or fees, including without limitation
attorneys’ fees, incident to enforcing the arbitrator’s award shall, to the maximum extent permitted by law, be charged
against the party resisting such enforcement. The award shall include Default Interest (as defined in the Note) both before and
after the award. Judgment upon the award of the arbitrator will be entered and enforced by a state court sitting in Salt Lake County,
Utah. The parties hereby incorporate herein the provisions and procedures set forth in the Utah Uniform Arbitration Act, U.C.A.
§ 78B-11-101 et seq. (as amended or superseded from time to time, the “Arbitration Act”). Pursuant
to Section 78B-11-105 of the Arbitration Act, in the event of conflict between the terms of these Arbitration Provisions and the
provisions of the Arbitration Act, the terms of these Arbitration Provisions shall control.


3.            
Arbitration Proceedings.
Arbitration between the parties will be subject to the following procedures:


3.1            
Pursuant
to Section 110 of the Arbitration Act, the parties agree that a party may initiate Arbitration by giving written notice to the
other party (“Arbitration Notice”) in the same manner that notice is permitted under Section 8.8 of the Agreement;
provided, however, that the Arbitration Notice may not be given by email or fax. Arbitration will be deemed initiated as
of the date that the Arbitration Notice is deemed delivered under Section 8.8 of the Agreement (the “Service Date”).
After the Service Date, information may be delivered, and notices may be given, by email or fax pursuant to Section 8.8 of the
Agreement or any other method permitted thereunder. The Arbitration Notice must describe the nature of the controversy, the remedies
sought, and the election to commence Arbitration proceedings. All Claims in the Arbitration Notice must be pleaded consistent with
the Utah Rules of Civil Procedure.


3.2            
Within ten (10) calendar days after the Service Date, Investor shall select and submit to Company the names of three arbitrators
that are designated as “neutrals” or qualified arbitrators by Utah ADR Services (http://www.utahadrservices.com)
(such three designated persons hereunder are referred to herein as the “Proposed Arbitrators”). For the avoidance
of doubt, each Proposed Arbitrator must be qualified as a “neutral” with Utah ADR Services. Within ten (10) calendar
days after Investor has submitted to Company the names of the Proposed Arbitrators, Company must select, by written notice to
Investor, one (1) of the Proposed Arbitrators to act as the arbitrator for the parties under these Arbitration Provisions. If
Company fails to select one of the Proposed Arbitrators in writing within such 10-day period, then Investor may select the arbitrator
from the Proposed Arbitrators by providing written notice of such selection to Company. If Investor fails to identify the Proposed
Arbitrators within the time period required above, then Company may at any time prior to Investor designating the Proposed Arbitrators,
select the names of three arbitrators that are designated as “neutrals” or qualified arbitrators by Utah ADR Service
by written notice to Investor. Investor may then, within ten (10) calendar days after Company has submitted notice of its selected
arbitrators to Investor, select, by written notice to Company, one (1) of the selected arbitrators to act as the arbitrator for
the parties under these Arbitration Provisions. If Investor fails to select in writing and within such 10-day period one of the
three arbitrators selected by Company, then Company may select the arbitrator from its three previously selected arbitrators by
providing written notice of such selection to Investor. Subject to Paragraph 3.12 below, the cost of the arbitrator must be paid
equally by both parties; provided, however, that if one party refuses or fails to pay its portion of the arbitrator fee,
then the other party can advance such unpaid amount (subject to the accrual of Default Interest thereupon), with such amount added
to or subtracted from, as applicable, the award granted by the arbitrator. If Utah ADR Services ceases to exist or to provide
a list of neutrals, then the arbitrator shall be selected under the then prevailing rules of the American Arbitration Association.
The date that the selected arbitrator agrees in writing to serve as the arbitrator hereunder is referred to herein as the “Arbitration
Commencement Date”.



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3.3            
An answer
and any counterclaims to the Arbitration Notice, which must be pleaded consistent with the Utah Rules of Civil Procedure, shall
be required to be delivered to the other party within twenty (20) calendar days after the Service Date. Upon request, the arbitrator
is hereby instructed to render a default award, consistent with the relief requested in the Arbitration Notice, against a party
that fails to submit an answer within such time period.


3.4            
The party
that delivers the Arbitration Notice to the other party shall have the option to also commence legal proceedings with any state
court sitting in Salt Lake County, Utah (“Litigation Proceedings”), subject to the following: (i) the complaint
in the Litigation Proceedings is to be substantially similar to the claims set forth in the Arbitration Notice, provided that an
additional cause of action to compel arbitration will also be included therein, (ii) so long as the other party files an answer
to the complaint in the Litigation Proceedings and an answer to the Arbitration Notice, the Litigation Proceedings will be stayed
pending an award of the arbitrator hereunder, (iii) if the other party fails to file an answer in the Litigation Proceedings or
an answer in the Arbitration Proceedings, then the party initiating Arbitration shall be entitled to a default judgment consistent
with the relief requested, to be entered in the Litigation Proceedings, and (iv) any legal or procedural issue arising under the
Arbitration Act that requires a decision of a court of competent jurisdiction may be determined in the Litigation Proceedings.
Any award of the arbitrator may be entered in such Litigation Proceedings pursuant to the Arbitration Act.


3.5            
Pursuant
to Section 118(8) of the Arbitration Act, the parties agree that discovery shall be conducted in accordance with the Utah Rules
of Civil Procedure; provided, however, that incorporation of such rules will in no event supersede the Arbitration Provisions
set forth herein, including without limitation the time limitation set forth in Paragraph 3.9 below, and the following:


(a)            
Discovery
will only be allowed if the likely benefits of the proposed discovery outweigh the burden or expense, and the discovery sought
is likely to reveal information that will satisfy a specific element of a claim or defense already pleaded in the Arbitration.
The party seeking discovery shall always have the burden of showing that all of the standards and limitations set forth in these
Arbitration Provisions are satisfied. The scope of discovery in the Arbitration proceedings shall also be limited as follows:


(i)            
To
facts directly connected with the transactions contemplated by the Agreement.


(ii)            To
facts and information that cannot be obtained from another source that is more convenient, less burdensome or less expensive.


(c)            
No party shall
be allowed (a) more than fifteen (15) interrogatories (including discrete subparts), (b) more than fifteen (15) requests for admission
(including discrete subparts), (c) more than ten (10) document requests (including discrete subparts), or (d) more than three depositions
(excluding expert depositions) for a maximum of seven (7) hours per deposition.


3.6            
Any party
submitting any written discovery requests, including interrogatories, requests for production, subpoenas to a party or a third
party, or requests for admissions, must prepay the estimated attorneys’ fees and costs, as determined by the arbitrator,
before the responding party has any obligation to produce or respond.


(a)            
All discovery
requests must be submitted in writing to the arbitrator and the other party before issuing or serving such discovery requests.
The party issuing the written discovery requests must include with such discovery requests a detailed explanation of how the proposed
discovery requests satisfy the requirements of these Arbitration Provisions and the Utah Rules of Civil Procedure. Any party will
then be allowed, within ten (10) calendar days of receiving the proposed discovery requests, to submit to the arbitrator an estimate
of the attorneys’ fees and costs associated with responding to such written discovery requests and a written challenge to
each applicable discovery request. After receipt of an estimate of attorneys’ fees and costs and/or challenge(s) to one or
more discovery requests, the arbitrator will make a finding as to the likely attorneys’ fees and costs associated with responding
to the discovery requests and issue an order that (A) requires the requesting party to prepay the attorneys’ fees and costs
associated with responding to the discovery requests, and (B) requires the responding party to respond to the discovery requests
as limited by the arbitrator within a certain period of time after receiving payment from the requesting party. If a party entitled
to submit an estimate of attorneys’ fees and costs and/or a challenge to discovery requests fails to do so within such 10-day
period, the arbitrator will make a finding that (A) there are no attorneys’ fees or costs associated with responding to such
discovery requests, and (B) the responding party must respond to such discovery requests (as may be limited by the arbitrator)
within a certain period of time as determined by the arbitrator.



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(b)            
In order to
allow a written discovery request, the arbitrator must find that the discovery request satisfies the standards set forth in these
Arbitration Provisions and the Utah Rules of Civil Procedure. The arbitrator must strictly enforce these standards. If a discovery
request does not satisfy any of the standards set forth in these Arbitration Provisions or the Utah Rules of Civil Procedure, the
arbitrator may modify such discovery request to satisfy the applicable standards, or strike such discovery request in whole or
in part.


(c)            
Discovery
deadlines will be set forth in a scheduling order issued by the arbitrator. The parties hereby authorize and direct the arbitrator
to take such actions and make such rulings as may be necessary to carry out the parties’ intent for the arbitration proceedings
to be efficient and expeditious.


3.7            
Each party
may submit expert reports (and rebuttals thereto), provided that such reports must be submitted by the deadlines established by
the arbitrator. Expert reports must contain the following: (a) a complete statement of all opinions the expert will offer at trial
and the basis and reasons for them; (b) the expert’s name and qualifications, including a list of all publications within
the preceding 10 years, and a list of any other cases in which the expert has testified at trial or in a deposition or prepared
a report within the preceding 10 years; and (c) the compensation to be paid for the expert’s study and testimony. The parties
are entitled to depose any other party’s expert witness one time for no more than 4 hours. An expert may not testify in a
party’s case-in-chief concerning any matter not fairly disclosed in the expert report.


3.8            
All information
disclosed by either party during the Arbitration process (including without limitation information disclosed during the discovery
process) shall be considered confidential in nature. Each party agrees not to disclose any confidential information received from
the other party during the discovery process unless (i) prior to or after the time of disclosure such information becomes public
knowledge or part of the public domain, not as a result of any inaction or action of the receiving party, (ii) such information
is required by a court order, subpoena or similar legal duress to be disclosed if such receiving party has notified the other party
thereof in writing and given it a reasonable opportunity to obtain a protective order from a court of competent jurisdiction prior
to disclosure; or (iii) disclosed to the receiving party’s agents, representatives and legal counsel on a need to know basis
who each agree in writing not to disclose such information to any third party. Pursuant to Section 118(5) of the Arbitration Act,
the arbitrator is hereby authorized and directed to issue a protective order to prevent the disclosure of privileged information
and confidential information upon the written request of either party.


3.9            
The parties
hereby authorize and direct the arbitrator to take such actions and make such rulings as may be necessary to carry out the parties’
intent for the arbitration proceedings to be efficient and expeditious. Pursuant to Section 120 of the Arbitration Act, the parties
hereby agree that an award of the arbitrator must be made within 150 days after the Arbitration Commencement Date. The arbitrator
is hereby authorized and directed to hold a scheduling conference within ten (10) calendar days after the Arbitration Commencement
Date in order to establish a scheduling order with various binding deadlines for discovery, expert testimony, and the submission
of documents by the parties to enable the arbitrator to render a decision prior to the end of such 150-day period. The Utah Rules
of Evidence will apply to any final hearing before the arbitrator.


3.10            
The arbitrator
shall have the right to award or include in the arbitrator’s award any relief which the arbitrator deems proper under the
circumstances, including, without limitation, specific performance and injunctive relief, provided that the arbitrator may not
award exemplary or punitive damages.



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3.11            
If any part
of these Arbitration Provisions is found to violate applicable law or to be illegal, then such provision shall be modified to the
minimum extent necessary to make such provision enforceable under applicable law.


3.12            
The arbitrator
is hereby directed to require the losing party to (i) pay the full amount of the costs and fees of the arbitrator, and (ii) reimburse
the prevailing party the reasonable attorneys’ fees, arbitrator costs, deposition costs, and other discovery costs incurred
by the prevailing party.


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