EXHIBIT 10.50



 





Securities
Purchase Agreement


 


This
Securities Purchase Agreement (this “Agreement”),
dated as of July 1, 2014, is entered into by and between OSL Holdings Inc., 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 (i) a Secured
Convertible Promissory Note, in the form attached hereto as Exhibit A, in the original principal amount of $535,000.00
(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, and (ii) a series of seven
(7) Warrants to Purchase Common Stock, in the form attached hereto as Exhibit B (the “Warrants”).


 


C.This
Agreement, the Note, the Warrants, the Security Agreement (as defined below), the Pledge Agreement (as defined below), the Secured
Investor Notes (as defined below), the Investor Notes (as defined below), 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; “Warrant Shares” means all shares of Common Stock issuable upon the exercise
of or pursuant to the Warrants; and “Securities” means the Note, the Conversion Shares, the Warrants and the
Warrant 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 and the Warrants.
In consideration thereof, Investor shall pay (i) the amount designated as the initial cash purchase price on Investor’s
signature page to this Agreement (the “Initial Cash Purchase Price”), and (ii) issue to Company
the Secured Investor Notes and the Investor Notes (the sum of the initial principal amount of the Secured Investor Notes and the
Investor Notes, together with the Initial Cash Purchase Price, the “Purchase Price”). Subject to Section 1.5,
the Secured Investor Notes shall be secured by the Membership Interest Pledge Agreement substantially in the form attached hereto
as Exhibit C, as the same may be amended from time to time (the “Pledge Agreement”). Initially, only
the Secured Investor Notes will be secured by the Pledge Agreement pursuant to the terms and conditions of the Pledge Agreement,
the Secured Investor Notes and this Agreement, but the Investor Notes may become secured subsequent to the Closing (as defined
below) by such collateral and at such time as determined by Investor in its sole discretion. The Purchase Price, the Warrants
and the OID (as defined herein) are allocated to the Tranches (as defined in the Note) of the Note as set forth in the table attached
hereto as Exhibit D.


 


1.2.Form
of Payment. On the Closing Date, (i) Investor shall pay the Purchase Price to Company by delivering the following at the Closing:
(A) the Initial Cash Purchase Price, which shall be delivered by wire transfer of immediately available funds to Company, in accordance
with Company’s written wiring instructions; (B) Secured Investor Note #1 in the principal amount of $62,500.00 duly executed
and substantially in the form attached hereto as Exhibit E (“Secured Investor Note #1”); (C) Secured
Investor Note #2 in the principal amount of $62,500.00 duly executed and substantially in the form attached hereto as Exhibit
E (“Secured Investor Note #2”, and together with Secured Investor Note #1, the “Secured Investor
Notes”); (D) Investor Note #3 in the principal amount of $62,500.00 duly executed and substantially in the form attached
hereto as Exhibit F (“Investor Note #3”); (E) Investor Note #4 in the principal amount of $62,500.00
duly executed and substantially in the form attached hereto as Exhibit F (“Investor Note #4”); (F) Investor
Note #5 in the principal amount of $62,500.00 duly executed and substantially in the form attached hereto as Exhibit F
(“Investor Note #5”); and (G) Investor Note #6 in the principal amount of $62,500.00 duly executed and substantially
in the form attached hereto as Exhibit F (“Investor Note #6”, and together with Investor Note #3, Investor
Note #4, and Investor Note #5, the “Investor Notes”); and (ii) Company shall deliver the duly executed Note
and Warrants on behalf of Company, to Investor, against delivery of the Purchase Price.


 


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 July 1, 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 be secured by the collateral set forth in that certain Security Agreement attached hereto as
Exhibit G listing all of the Secured Investor Notes and the Investor Notes as security for Company’s obligations
under the Transaction Documents (the “Security Agreement”).


 


1.5.Collateral
for Secured Investor Notes. At the Closing, Investor shall execute the Pledge Agreement, thereby granting to Company a security
interest in the collateral described therein (the “Collateral”). Investor also agrees to file a UCC Financing
Statement (Form UCC1) with the Utah Department of Commerce in the manner set forth in the Pledge Agreement in order to perfect
Company’s security interest in the Collateral. Notwithstanding anything to the contrary herein or in any other Transaction
Document, Investor may, in Investor’s sole discretion, add additional collateral to the Collateral covered by the Pledge
Agreement, and may substitute Collateral as Investor deems fit, provided that the net fair market value of the substituted Collateral
may not be less than the aggregate principal balance of the Secured Investor Notes as of the date of any such substitution. In
the event of a substitution of Collateral, Investor shall timely execute any and all amendments and documents necessary or advisable
in order to properly release the original collateral and grant a security interest upon the substitute collateral in favor of
Company, including without limitation the filing of an applicable UCC Financing Statement Amendment (Form UCC3) with the Utah
Department of Commerce. Company agrees to sign the documents and take such other measures requested by Investor in order to accomplish
the intent of the Transaction Documents, including without limitation, execution of a Form UCC3 (or equivalent) termination statement
against the Collateral within five (5) Trading Days after written request from Investor. Company acknowledges and agrees that
the Collateral may be encumbered by other monetary liens in priority and/or subordinate positions. The intent of the parties is
that the net fair market value of the Collateral (less any other prior liens or encumbrances) will be equal to or greater than
the aggregate outstanding balance of the Secured Investor Notes. To the extent the fair market value of the Collateral (less any
other liens or encumbrances) is less than the total outstanding balance of all the Secured Investor Notes, then the Collateral
will be deemed to only secure those Secured Investor Notes with an aggregate outstanding balance that is less than or equal to
such net fair market value of the Collateral, applied in numerical order of the Secured Investor Notes. By way of example only,
if the fair market value of the Collateral is determined by appraisal to be $200,000 and the Collateral is encumbered by $100,000
of prior liens, then the net fair market value for purposes of this section is $100,000 ($200,000 - $100,000). Accordingly, the
Collateral will be deemed to secure only Secured Investor Note #1, while Secured Investor Note #2 shall be deemed unsecured. If
the Collateral is subsequently appraised for $400,000 with all prior liens removed, then the Collateral will automatically be
deemed to secure Secured Investor Note #1 and Secured Investor Note #2.


 


1.6.Original
Issue Discount; Transaction Expenses. The Note carries an original issue discount of $30,000.00 (the “OID”).
In addition, Company agrees to pay $5,000.00 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 $500,000.00, computed as follows: $535,000.00 original principal balance, less the OID, less the Transaction
Expense Amount. The Initial Cash Purchase Price shall be the Purchase Price less the sum of the initial principal amounts of the
Secured Investor Notes and the Investor Notes. The OID and the Transaction Expense Amount allocated to the Purchase Price are
set forth on Exhibit D.


 


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;
(iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act,
and (iv) this Agreement, the Pledge Agreement, the Secured Investor Notes and the Investor Notes have been duly executed and delivered
on behalf of Investor.


 




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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, the Security Agreement, the Warrants, 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 (including, without limitation, the Conversion Shares and the Warrant Shares), will be validly issued,
fully paid for and non-assessable, free and clear of all liens, claims, charges and encumbrances.


 


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 and the Warrant 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 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 and the Warrant Shares), will be validly issued, fully paid for and non-assessable,
free and clear of all liens, claims, charges and encumbrances, (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; and (v) from
and after the date hereof and until all of Company’s obligations hereunder and the Note are paid and performed in full,
Company shall not transfer, assign, sell, pledge, hypothecate or otherwise alienate or encumber the Secured Investor Notes or
the Investor Notes in any way without the prior written consent of Investor.


 


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, the Pledge Agreement, the Secured Investor Notes, and the Investor Notes, and delivered the
same to Company.


 


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


 




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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 and Warrants in accordance with Section 1.2 above.


 


6.3.Company
shall have executed and delivered to Investor the Pledge Agreement.


 


6.4.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 H.


 


6.5.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 I.


 


6.6.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 J.


 


6.7.Company
shall have delivered to Investor fully executed copies of the Security Agreement and 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 or the Warrants are exercisable, 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 and full
exercise of the Warrants. Company will at all times reserve at least three times the higher of (i) the Outstanding Balance (as
defined in and determined pursuant to the Note) divided by the Lender Conversion Price (as defined in and determined pursuant
to the Note), and (ii) the Outstanding Balance divided by the Market Price (as defined in and determined pursuant to the Note)
(the “Share Reserve”), but in any event not less than 21,250,000 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 1,000,000 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 and the Warrants exercised in full, Company shall require the Transfer Agent to reserve for the purpose of issuance of
Conversion Shares under the Note and Warrant Shares under the Warrants, 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
or a Notice of Exercise under the Warrants. Finally, Company shall require the Transfer Agent to issue shares of Common Stock
pursuant to the Note and the Warrants to Investor out of its authorized and unissued shares, and not the Transfer Agent Reserve,
to the extent shares of Common Stock have been authorized, but not issued, and are not included in the Transfer Agent Reserve.
The Transfer Agent shall only issue shares out of the Transfer Agent Reserve to the extent there are no other authorized shares
available for issuance and then only with Investor’s written consent.


 


8.Buyer’s
Right of First Refusal to New Issuances. Beginning on the date hereof and continuing until the date that is one (1) year from
the date hereof, Company shall not enter into any transaction pursuant to Section 3(a)(9) or Section 3(a)(10) of the 1933 Act
(a “Variable Security Issuance”), without first offering Investor a right of first refusal with respect to
the same pursuant to this Section 8.


 


8.1.Notice
of Proposed Issuance. Prior to Company undertaking or effectuating any Variable Security Issuance, Company shall deliver to
Investor a written notice (the “ROFR Issuance Notice”) stating: (a) Company’s bona fide desire
to undertake or effectuate the Variable Security Issuance; (b) the name, address and phone number of each proposed creditor, recipient,
purchaser or other transferee (“Proposed Transferee”); (c) details regarding Company securities to be issued,
sold or otherwise transferred (including the aggregate number of shares of Common Stock proposed to be issued to each Proposed
Transferee, as applicable) (the “Offered Securities”); (d) the bona fide cash price or, in reasonable detail,
other consideration for which Company proposes to issue, sell or otherwise transfer the Offered Securities (the “Offered
Price”); and (e) notice of Investor’s right to exercise its Right of First Refusal (defined below) with respect
to the Offered Securities. Investor shall have a period of fifteen (15) Trading Days (the “Response Period”)
after the date on which the ROFR Issuance Notice is, pursuant to this subsection, deemed to have been delivered to Investor, to
notify Company whether Investor elects to exercise its Right of First Refusal with respect to the applicable Offered Securities.
If Investor fails to notify Company of its desire to exercise its Right of First Refusal with respect to the applicable Offered
Securities prior to the conclusion of the Response Period, Investor shall be deemed not to have exercised its Right of First Refusal
in such specific circumstance. If Investor elects not to exercise its Right of First Refusal or is deemed to have elected to not
exercise its Right of First Refusal, Company and the proposed parties shall have a period of sixty (60) calendar days to consummate
the proposed Variable Security Issuance on the terms set forth in the ROFR Issuance Notice. In such case, if the Right of Frist
Refusal Issuance is not consummated within such period or if the terms of the applicable Variable Security Issuance are changed
prior to the consummation of the Variable Security Issuance, Company shall again submit the Variable Security Issuance to Investor
so that Buyer may once again exercise its Right of First Refusal in accordance with the terms of this Section 8 prior to effectuating
such Variable Security Issuance.


 




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8.2.Exercising
the Right of First Refusal. Investor shall have the right to purchase all or any part of the Offered Securities on the terms
and conditions set forth in this Section 8 (the “Right of First Refusal”). In order to exercise its Rights
of First Refusal hereunder, Investor must deliver written notice to Company within the Response Period stating Investor’s
intent to exercise its right hereunder and the Offered Securities it desires to purchase pursuant to such right (“Election
to Purchase”).


 


8.3.Purchase
Price. The purchase price for the Offered Securities to be purchased by Investor under its Right of First Refusal (the “Right
of First Refusal Purchase Price”) will be the Offered Price, and will be payable as set forth in Section 8.4 below.
If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration will be determined
by Investor in its sole discretion, which determination will be binding upon Company, absent fraud or error.


 


8.4.Closing;
Payment. Subject to compliance with applicable state and federal securities laws, Investor and Company shall effect the purchase
of all or any portion of the Offered Securities, including the payment of the Right of First Refusal Purchase Price therefor,
within ten (10) Trading Days after the delivery of the Election to Purchase (the “Right of First Refusal Closing”).
Payment of the Right of First Refusal Purchase Price will be made, at the option of Investor in writing, (a) in cash (by cashiers
or bank certified check), (b) by wire transfer, (c) by offset of all or a portion of any outstanding indebtedness owed by Company
to Investor, or (d) by any combination of the foregoing. Investor may elect to transfer the Right of First Refusal Purchase Price
into an escrow account pending issuance of such purchased securities. The date that the Right of First Refusal Purchase Price
is delivered to Company, or the escrow agent, as applicable, or the date that Investor elects to offset the Right of First Refusal
Purchase Price by outstanding indebtedness, shall be considered the date of the Right of First Refusal Closing. To the extent
the Offered Securities purchased by Investor hereunder constitute shares of Common Stock, Company shall deliver to Investor such
purchased Common Stock in the same manner as Conversion Shares, and should Company fail to so deliver such shares of Common Stock
at or before the Right of First Refusal Closing as required hereunder, Company shall be subject to the penalties for non-delivery
of Lender Conversion Shares (as defined in the Note).


 


9.Miscellaneous.
The provisions set forth in this Section 9 shall apply to this Agreement, as well as all other Transaction Documents as if these
terms were fully set forth therein.


 


9.1.Cross
Default. Any Event of Default (as defined in the Note) by Company under the Note shall 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.


 


9.2.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 K) 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; provided, however, that notwithstanding anything herein to the contrary, enforcement of Investor’s
rights under the Security Agreement will occur in accordance with the Uniform Commercial Code of the applicable state(s) under
the Security Agreement and enforcement of Company’s rights over the Collateral will occur in accordance with the laws of
the state in which the Collateral is located). 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.


 




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9.3.Arbitration
of Claims. The parties shall submit all Claims (as defined in Exhibit K) 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 K 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.


 


9.4.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.


 


9.5.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.


 


9.6.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.


 


9.7.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.


 


9.8.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:


 


OSL
Holdings Inc.


Attn:
Robert H Rothenberg, Jr.


1669
Edgewood Road, Suite 214


Yardley,
Pennsylvania 19067


 


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


 


Legal
& Compliance, LLC


Attn:
Laura Anthony


330
Clematis Street, Suite 217


West
Palm Beach, Florida 33401


 


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


 




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9.9.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.


 


9.10.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.


 


9.11.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.


 


9.12.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.


 


9.13.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, the Warrants, 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.


 


9.14.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.


 




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9.15.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 or a Warrant 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 any Warrant; 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 or any Warrant; 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.


 


9.16.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.


 


9.17.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.


 


9.18.Time
of the Essence. Time is expressly made of the essence with respect to each and every provision of this Agreement and the other
Transaction Documents.


 


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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:	 	$	535,000.00	 
	 	 	 	 	 
	Initial Cash Purchase Price:	 	$	125,000.00	 




 

	 	INVESTOR:
	 	 	 
	 	Typenex Co-Investment, LLC
	 	 	 
	 	By:	Red Cliffs Investments, Inc., its Manager



 

	 	 	By:	/s/ John M. Fife
	 	 	 	John M. Fife, President



 

	 	COMPANY:
	 	 	 
	 	OSL Holdings Inc.
	 	 	 
	 	By:	/s/ Robert Rothenberg
	 	Name:	Robert Rothenberg
	 	Title:	CEO



 

ATTACHED
EXHIBITS:


 


	Exhibit A	Note
	Exhibit B	Warrants
	Exhibit C	Membership Interest Pledge Agreement
	Exhibit D	Allocation of Purchase Price
	Exhibit E	Form of Secured Investor Note
	Exhibit F	Form of Investor Note
	Exhibit G	Security Agreement
	Exhibit H	Irrevocable Transfer Agent Instructions
	Exhibit I	Secretary’s Certificate
	Exhibit J	Share Issuance Resolution
	Exhibit K	Arbitration Provisions




 




    	 



    	 



    


 


Exhibit
K


 


ARBITRATION
PROVISIONS


 


1.Dispute
Resolution. For purposes of this Exhibit K, 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 term “Claims” specifically excludes enforcement of Investor’s rights and
remedies against the personal property described in the Security Agreement under the applicable provisions of the Uniform
Commercial Code. The parties hereby agree that the arbitration provisions set forth in this Exhibit K
(“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:


 


3.1Pursuant
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 9.8 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 9.8 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 9.8 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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3.3An
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.


 


3.4The
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.


 


3.5Pursuant
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.


 


3.6Any
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.


 


(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.


 


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(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.


 


3.7Each
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.


 


3.8All
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.


 


3.9The
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.


 


3.10The
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.


 


3.11If
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.


 


3.12The
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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