Security
Agreement 


 


This
Security Agreement (this “Agreement”), dated as of July 1, 2014, is executed by OSL Holdings Inc., a
Nevada corporation (“Debtor”), in favor of Typenex Co-Investment, LLC, a Utah limited liability company (“Secured
Party”).


 


A. Debtor has issued to
Secured Party a certain Secured Convertible Promissory Note of even date herewith, as may be amended from time to time, in the
original face amount of $535,000.00 (the “Note”).


 


B. In order to induce Secured
Party to extend the credit evidenced by the Note, Debtor has agreed to enter into this Agreement and to grant Secured Party the
security interest in the Collateral (as defined below).


 


NOW, THEREFORE, in consideration
of the above recitals and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged,
Debtor hereby agrees with Secured Party as follows:


 


1. Definitions and Interpretation.
When used in this Agreement, the following terms have the following respective meanings:


 


“Collateral”
has the meaning given to that term in Section 2 hereof.


 


“Intellectual Property”
means all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses (software or otherwise), information,
know-how, inventions, discoveries, published and unpublished works of authorship, processes, any and all other proprietary rights,
and all rights corresponding to all of the foregoing throughout the world, now owned and existing or hereafter arising, created
or acquired.


 


“Lien”
shall mean, with respect to any property, any security interest, mortgage, pledge, lien, claim, charge or other encumbrance in,
of, or on such property or the income therefrom, including, without limitation, the interest of a vendor or lessor under a conditional
sale agreement, capital lease or other title retention agreement, or any agreement to provide any of the foregoing, and the filing
of any financing statement or similar instrument under the UCC or comparable law of any jurisdiction.


 


“Obligations”
means (a) all loans, advances, future advances, debts, liabilities and obligations, howsoever arising, owed by Debtor to Secured
Party or any affiliate of Secured Party of every kind and description, now existing or hereafter arising, whether created by the
Note, this Agreement, that certain Securities Purchase Agreement of even date herewith, entered into by and between Debtor and
Secured Party (the “Purchase Agreement”), any other Transaction Documents (as defined in the Purchase Agreement),
any modification or amendment to any of the foregoing, guaranty of payment or other contract or by a quasi-contract, tort, statute
or other operation of law, whether incurred or owed directly to Secured Party or as an affiliate of Secured Party or acquired by
Secured Party or an affiliate of Secured Party by purchase, pledge or otherwise, (b) all costs and expenses, including attorneys’
fees, incurred by Secured Party or any affiliate of Secured Party in connection with the Note or in connection with the collection
or enforcement of any portion of the indebtedness, liabilities or obligations described in the foregoing clause (a), (c) the payment
of all other sums, with interest thereon, advanced in accordance herewith to protect the security of this Agreement, and (d) the
performance of the covenants and agreements of Debtor contained in this Agreement and all other Transaction Documents.


 


“Permitted Liens”
means (a) Liens for taxes not yet delinquent or Liens for taxes being contested in good faith and by appropriate proceedings for
which adequate reserves have been established, and (b) Liens in favor of Secured Party under this Agreement or arising under the
other Transaction Documents.


 


“UCC”
means the Uniform Commercial Code as in effect in the state whose laws would govern the security interest in, including without
limitation the perfection thereof, and foreclosure of the applicable Collateral.


 


Unless otherwise defined
herein, all terms defined in the UCC have the respective meanings given to those terms in the UCC.


 


2. Grant of Security Interest.
As security for the Obligations, Debtor hereby pledges to Secured Party and grants to Secured Party a security interest in all
right, title, interest, claims and demands of Debtor in and to the property described in Schedule A hereto, and all replacements,
proceeds, products, and accessions thereof (collectively, the “Collateral”).


 


3. Authorization to File
Financing Statements. Debtor hereby irrevocably authorizes Secured Party at any time and from time to time to file in any filing
office in any Uniform Commercial Code jurisdiction or other jurisdiction of Debtor or its subsidiaries (including without limitation
Nevada and Florida) any financing statements or documents having a similar effect and amendments thereto that provide any other
information required by the Uniform Commercial Code (or similar law of any non-United States jurisdiction, if applicable) of such
state or jurisdiction for the sufficiency or filing office acceptance of any financing statement or amendment, including whether
Debtor is an organization, the type of organization and any organization identification number issued to Debtor. Debtor agrees
to furnish any such information to Secured Party promptly upon Secured Party’s request.


 




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4. General Representations
and Warranties. Debtor represents and warrants to Secured Party that (a) Debtor is the owner of the Collateral and that no
other person has any right, title, claim or interest (by way of Lien or otherwise) in, against or to the Collateral, other than
Permitted Liens, and (b) upon the filing of UCC-1 financing statements with the Nevada Secretary of State, Secured Party shall
have a perfected first-position security interest in the Collateral to the extent that a security interest in the Collateral can
be perfected by such filing, except for Permitted Liens.


 


5. Additional Covenants.
Debtor hereby agrees:


 


5.1. to
perform all acts that may be necessary to maintain, preserve, protect and perfect in the Collateral, the Lien granted to
Secured Party therein, and the perfection and priority of such Lien, except for Permitted Liens;


 


5.2. to
procure, execute (including endorse, as applicable), and deliver from time to time any endorsements, assignments, financing
statements, certificates of title, and all other instruments, documents and/or writings reasonably deemed necessary or
appropriate by Secured Party to perfect, maintain and protect Secured Party’s Lien hereunder and the priority
thereof;


 


5.3. to
provide at least fifteen (15) days prior written notice to Secured Party of any of the following events: (a) any changes or
alterations of Debtor’s name, (b) any changes with respect to Debtor’s address or principal place of business, or
(c) the formation of any subsidiaries of Debtor;


 


5.4. upon
the occurrence of an Event of Default (as defined in the Note) under the Note and, thereafter, at Secured Party’s
request, to endorse (up to the outstanding amount under such promissory notes at the time of Secured Party’s request),
assign and deliver any promissory notes included in the Collateral to Secured Party, accompanied by such instruments of
transfer or assignment duly executed in blank as Secured Party may from time to time specify;


 


5.5. to
the extent the Collateral is not delivered to Secured Party pursuant to this Agreement, to keep the Collateral at the
principal office of Debtor (unless otherwise agreed to by Secured Party in writing), and not to relocate the Collateral to
any other locations without the prior written consent of Secured Party; 


 


5.6. not
to sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein (other than
inventory in the ordinary course of business); and 


 


5.7. not
to, directly or indirectly, allow, grant or suffer to exist any Lien upon any of the Collateral, other than Permitted
Liens.


 


6. Authorized
Action by Secured Party. Debtor hereby irrevocably appoints Secured Party as its attorney-in-fact (which appointment is coupled
with an interest) and agrees that Secured Party may perform (but Secured Party shall not be obligated to and shall incur no liability
to Debtor or any third party for failure so to do) any act which Debtor is obligated by this Agreement to perform, and to exercise
such rights and powers as Debtor might exercise with respect to the Collateral, including the right to (a) collect by legal proceedings
or otherwise and endorse, receive and receipt for all dividends, interest, payments, proceeds and other sums and property now or
hereafter payable on or on account of the Collateral; (b) enter into any extension, reorganization, deposit, merger, consolidation
or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Collateral; (c)
make any compromise or settlement, and take any action Secured Party deems advisable, with respect to the Collateral, including
without limitation bringing suit in Secured Party’s own name to enforce any Intellectual Property; (d) endorse Debtor’s
name on all applications, documents, papers and instruments necessary or desirable for Secured Party in the use of any Intellectual
Property; (e) grant or issue any exclusive or non-exclusive license under any Intellectual Property to any person or entity; (f)
assign, pledge, sell, convey or otherwise transfer title in or dispose of any Intellectual Property to any person or entity; (g)
cause the Commissioner of Patents and Trademarks, United States Patent and Trademark Office (or as appropriate, such equivalent
agency in foreign countries) to issue any and all patents and related rights and applications to Secured Party as the assignee
of Debtor’s entire interest therein; (h) file a copy of this Agreement with any governmental agency, body or authority, including
without limitation the United States Patent and Trademark Office and, if applicable, the United States Copyright Office or Library
of Congress, at the sole cost and expense of Debtor; (i) insure, process and preserve the Collateral; (j) pay any indebtedness
of Debtor relating to the Collateral; (k) execute and file UCC financing statements and other documents, certificates, instruments
and agreements with respect to the Collateral or as otherwise required or permitted hereunder; and (l) take any and all appropriate
action and execute any and all documents and instruments that may be necessary or useful to accomplish the purposes of this Agreement;
provided, however, that Secured Party shall not exercise any such powers granted pursuant to clauses (a) through (g) above
prior to the occurrence of an Event of Default and shall only exercise such powers during the continuance of an Event of Default.
The powers conferred on Secured Party under this Section 6 are solely to protect its interests in the Collateral and shall not
impose any duty upon it to exercise any such powers. Secured Party shall be accountable only for the amounts that it actually receives
as a result of the exercise of such powers, and neither Secured Party nor any of its stockholders, directors, officers, managers,
employees or agents shall be responsible to Debtor for any act or failure to act, except with respect to Secured Party’s
own gross negligence or willful misconduct. Nothing in this Section 6 shall be deemed an authorization for Debtor to take any action
that it is otherwise expressly prohibited from undertaking by way of other provision of this Agreement.


 




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7. Default and Remedies.


 


7.1 Default. Debtor
shall be deemed in default under this Agreement upon the occurrence of an Event of Default (as defined in the Note).


 


7.2 Remedies. Upon
the occurrence of any such Event of Default, Secured Party shall have the rights of a secured creditor under the UCC, all rights
granted by this Agreement and by law, including, without limiting the foregoing, (a) the right to require Debtor to assemble the
Collateral and make it available to Secured Party at a place to be designated by Secured Party, and (b) the right to take possession
of the Collateral, and for that purpose Secured Party may enter upon premises on which the Collateral may be situated and remove
the Collateral therefrom. Debtor hereby agrees that fifteen (15) days’ notice of a public sale of any Collateral or notice
of the date after which a private sale of any Collateral may take place is reasonable. In addition, Debtor waives any and all rights
that it may have to a judicial hearing in advance of the enforcement of any of Secured Party’s rights and remedies hereunder,
including, without limitation, Secured Party’s right following an Event of Default to take immediate possession of Collateral
and to exercise Secured Party’s rights and remedies with respect thereto. Secured Party may also have a receiver appointed
to take charge of all or any portion of the Collateral and to exercise all rights of Secured Party under this Agreement. Secured
Party may exercise any of its rights under this Section 7.2 without demand or notice of any kind. The remedies in this Agreement,
including without limitation this Section 7.2, are in addition to, not in limitation of, any other right, power, privilege, or
remedy, either in law, in equity, or otherwise, to which Secured Party may be entitled. No failure or delay on the part of Secured
party in exercising any right, power, or remedy will operate as a waiver thereof, nor will any single or partial exercise thereof
preclude any other or further exercise thereof or the exercise of any other right hereunder. All of Secured Party’s rights
and remedies, whether evidenced by this Agreement or by any other agreement, instrument or document shall be cumulative and may
be exercised singularly or concurrently.


 


7.3 Standards for Exercising
Rights and Remedies. To the extent that applicable law imposes duties on Secured Party to exercise remedies in a commercially
reasonable manner, Debtor acknowledges and agrees that it is not commercially unreasonable for Secured Party (a) to fail to incur
expenses reasonably deemed significant by Secured Party to prepare Collateral for disposition, (b) to fail to obtain third party
consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental
or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise
collection remedies against account debtors or other persons obligated on Collateral or to fail to remove liens or encumbrances
on or any adverse claims against Collateral, (d) to exercise collection remedies against account debtors and other persons obligated
on Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions
of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (f)
to contact other persons, whether or not in the same business as Debtor, for expressions of interest in acquiring all or any portion
of the Collateral, (g) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not
the Collateral is of a specialized nature, (h) to dispose of Collateral by utilizing Internet sites that provide for the auction
of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and
sellers of assets, (i) to dispose of assets in wholesale rather than retail markets, (j) to disclaim disposition warranties, (k)
to purchase insurance or credit enhancements to insure Secured Party against risks of loss, collection or disposition of Collateral
or to provide to Secured Party a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed
appropriate by Secured Party, to obtain the services of other brokers, investment bankers, consultants and other professionals
to assist Secured Party in the collection or disposition of any of the Collateral. Debtor acknowledges that the purpose of this
Section is to provide non-exhaustive indications of what actions or omissions by Secured Party would fulfill Secured Party’s
duties under the UCC in Secured Party’s exercise of remedies against the Collateral and that other actions or omissions by
Secured Party shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this Section. Without
limitation upon the foregoing, nothing contained in this Section shall be construed to grant any rights to Debtor or to impose
any duties on Secured Party that would not have been granted or imposed by this Agreement or by applicable law in the absence of
this Section.


 


7.4 Marshalling. Secured
Party shall not be required to marshal any present or future Collateral for, or other assurances of payment of, the Obligations
or to resort to such Collateral or other assurances of payment in any particular order, and all of its rights and remedies hereunder
and in respect of such Collateral and other assurances of payment shall be cumulative and in addition to all other rights and remedies,
however existing or arising. To the extent that it lawfully may, Debtor hereby agrees that it will not invoke any law relating
to the marshalling of Collateral which might cause delay in or impede the enforcement of Secured Party’s rights and remedies
under this Agreement or under any other instrument creating or evidencing any of the Obligations or under which any of the Obligations
is outstanding or by which any of the Obligations is secured or payment thereof is otherwise assured, and, to the extent that it
lawfully may, Debtor hereby irrevocably waives the benefits of all such laws.


 




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7.5 Application of Collateral
Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy
hereunder (as well as any other amounts of any kind held by Secured Party at the time of, or received by Secured Party after, the
occurrence of an Event of Default) shall be paid to and applied as follows:


 


(a) First, to the payment
of reasonable costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit,
if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances,
including reasonable legal expenses and attorneys’ fees, incurred or made hereunder by Secured Party;


 


(b) Second, to the payment
to Secured Party of the amount then owing or unpaid on the Note (to be applied first to accrued interest and second to outstanding
principal) and all amounts owed under any of the other Transaction Documents; and


 


(c) Third, to the payment
of the surplus, if any, to Debtor, its successors and assigns, or to whosoever may be lawfully entitled to receive the same.


 


In the absence of final payment
and satisfaction in full of all of the Obligations, Debtor shall remain liable for any deficiency.


 


8. Miscellaneous.


 


8.1. Notices. Any notice
required or permitted hereunder shall be given in the manner provided in the subsection titled “Notices” in the Purchase
Agreement, the terms of which are incorporated herein by this reference.


 


8.2. Non-waiver. No
failure or delay on Secured Party’s part in exercising any right hereunder shall operate as a waiver thereof or of any other
right nor shall any single or partial exercise of any such right preclude any other further exercise thereof or of any other right.


 


8.3. Amendments and Waivers.
This Agreement may not be amended or modified, nor may any of its terms be waived, except by written instruments signed by Debtor
and Secured Party. Each waiver or consent under any provision hereof shall be effective only in the specific instances for the
purpose for which given.


 


8.4. Assignment. This
Agreement shall be binding upon and inure to the benefit of Secured Party and Debtor and their respective successors and assigns;
provided, however, that Debtor may not sell, assign or delegate rights and obligations hereunder without the prior written
consent of Secured Party.


 


8.5. Cumulative Rights,
etc. The rights, powers and remedies of Secured Party under this Agreement shall be in addition to all rights, powers and remedies
given to Secured Party by virtue of any applicable law, rule or regulation of any governmental authority, or the Note, all of which
rights, powers, and remedies shall be cumulative and may be exercised successively or concurrently without impairing Secured Party’s
rights hereunder. Debtor waives any right to require Secured Party to proceed against any person or entity or to exhaust any Collateral
or to pursue any remedy in Secured Party’s power.


 


8.6. Partial Invalidity.
If any part of this Agreement is construed to be in violation of any law, such part shall be modified to achieve the objective
of the parties to the fullest extent permitted and the balance of this Agreement shall remain in full force and effect.


 


8.7. Expenses. Debtor
shall pay on demand all reasonable fees and expenses, including reasonable attorneys’ fees and expenses, incurred by Secured
Party in connection with the custody, preservation or sale of, or other realization on, any of the Collateral or the enforcement
or attempt to enforce any of the Obligations which are not performed as and when required by this Agreement.


 


8.8. Entire Agreement.
This Agreement and the other Transaction Documents, taken together, constitute and contain the entire agreement of Debtor and Secured
Party with respect to this particular matter and supersede any and all prior agreements, negotiations, correspondence, understandings
and communications between the parties, whether written or oral, respecting the subject matter hereof.


 




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8.9. Governing Law.
Except as otherwise specifically set forth herein, the parties expressly agree that this Agreement shall be governed solely by
the laws of the State of Utah, without giving effect to the principles thereof regarding the conflict of laws; provided, however,
that enforcement of Secured Party’s rights and remedies against the Collateral as provided herein will be subject to the
UCC.


 


8.10. Waiver of Jury Trial.
EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT 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 IT IS KNOWINGLY AND VOLUNTARILY WAIVING ITS RIGHT TO DEMAND TRIAL BY JURY.


 


8.11. Purchase Agreement;
Arbitration of Disputes. By executing this Agreement, each party agrees to be bound by the terms, conditions and general provisions
of the Purchase Agreement and the other Transaction Documents, including without limitation the Arbitration Provisions (as defined
in the Purchase Agreement) set forth as an Exhibit to the Purchase Agreement.


 


8.12. Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which together shall
constitute one instrument. Any electronic copy of a party’s executed counterpart will be deemed to be an executed original.


 


8.13. Termination of Security
Interest. Upon the payment in full of all Obligations, the security interest granted herein shall terminate and all rights
to the Collateral shall revert to Debtor. Upon such termination, Secured Party hereby authorizes Debtor to file any UCC termination
statements necessary to effect such termination and Secured Party will execute and deliver to Debtor any additional documents or
instruments as Debtor shall reasonably request to evidence such termination.


 


8.14. Time of the Essence.
Time is expressly made of the essence with respect to each and every provision of this Agreement.


 


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IN WITNESS WHEREOF, Secured
Party and Debtor have caused this Agreement to be executed as of the day and year first above written.


 


SECURED PARTY:


 


Typenex
Co-Investment, LLC


 


By: Red Cliffs Investments, Inc., its Manager


 


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


 


DEBTOR:


 


OSL
Holdings Inc.


 


	By:	/s/ Robert Rothenberg	 
	Name:	Robert Rothenberg	 
	Title:	CEO	 



 


[Signature Page to Security Agreement]


 



    	 



    	 



    


 


SCHEDULE A


TO SECURITY AGREEMENT


 


Those certain Secured Investor Notes (comprised
of Secured Investor Note #1 and Secured Investor Note #2) and Investor Notes (comprised of Investor Note #3, Investor Note #4,
Investor Note #5, and Investor Note #6) issued by Secured Party in favor of Debtor on July 1, 2014, in the initial principal amounts
of $62,500.00 each, and any and all claims, rights and interests in any of the above and all substitutions for, additions and accessions
to and proceeds thereof.