SECURITIES
PURCHASE AGREEMENT


 


This
SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of June 30, 2014 and effective as of October 20,
2014 (the “Effective Date”), by and between OSL HOLDINGS, INC.,
a corporation incorporated under the laws of the State of Nevada (the “Company”), and TCA GLOBAL CREDIT MASTER
FUND, LP, a limited partnership organized and existing under the laws of the Cayman Islands (the “Buyer”).


 


WHEREAS,
Buyer desires to purchase from Company, and the Company desires to sell and issue to Buyer, upon the terms and subject to the
conditions contained herein, up to Five Million and No/100 United States Dollars ($5,000,000) of senior secured convertible, redeemable
debentures (in the form attached hereto as Exhibit A, the “Debenture(s)”), of which One Million Nine
Hundred Thousand and No/100 United States Dollars ($1,900,000) shall be purchased on the date hereof (the “First Closing”)
for the total purchase price of One Million Nine Hundred Thousand and No/100 United States Dollars ($1,900,000) (the “Purchase
Price”), and up to Three Million One Hundred Thousand Dollars ($3,100,000) may be purchased in additional closings as
set forth in Section 4.2 below (the “Additional Closings”) (each of the First Closing and the Additional Closings
are sometimes hereinafter individually referred to as a “Closing” and collectively as the “Closings”),
all subject to the terms and provisions hereinafter set forth; 


 


WHEREAS,
the Company, Office Supply Line, Inc., a corporation incorporated under the laws of the State of Nevada, OSL Diversity Marketplace,
Inc., a corporation incorporated under the laws of the State of Nevada, OSL Rewards Corporation, a corporation incorporated under
the laws of the State of Nevada, and Go Green Hydroponics Inc., a corporation incorporated under the laws of the State of California
(together, jointly and severally, the “Guarantors), have each agreed to secure all of the Company’s Obligations
to Buyer under the Debentures, this Agreement and all other Transaction Documents by granting to the Buyer (i) an unconditional
and continuing first priority security interest in all of the assets and properties of the Company and the Guarantors, whether
now existing or hereafter acquired, pursuant to those certain Security Agreements, each dated as of the date hereof (in the forms
attached hereto as Exhibit B, the “Security Agreements”);


 


WHEREAS,
the Guarantors will receive a substantial benefit from the Buyer’s purchase of the Debenture and, as such, have agreed to
guarantee all of the Obligations of the Buyer under the Debentures, this Agreement and all other Transactions Documents pursuant
to those certain Guarantee Agreements, each dated as of the date hereof (in the form attached hereto as Exhibit C, the
“Guarantee Agreements”); and


 


WHEREAS,
as security for the payment and performance of any and all of the Company’s Obligations to Buyer under the Debentures, this
Agreement and all other Transaction Agreements, the Company has agreed to execute a Pledge Agreement in favor of Buyer,
whereby the Company shall pledge to the Buyer all of its right, title and interest in and to, and provide a first priority lien
and security interest on, certain issued and outstanding shares of common stock of the Guarantors, and Robert Rothenberg, the
Company’s Chief Executive Officer, and Eli Feder and Steve Gormley, directors of the Company, have each agreed to execute
a Pledge Agreement in favor of Buyer, whereby they shall pledge to the Buyer all of their right, title and interest in and to,
and provide a first priority lien and security interest on, certain issued and outstanding shares of common stock of the Company,
each dated as of the date hereof (in the forms attached hereto as Exhibit D, the “Pledge Agreements”).


 




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NOW,
THEREFORE, in consideration of the premises and the mutual covenants of the parties hereinafter expressed and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, each intending to be legally bound,
agree as follows:


 


ARTICLE
I


RECITALS,
EXHIBITS, SCHEDULES


 


The
foregoing recitals are true and correct and, together with the Schedules and Exhibits referred to hereafter, are hereby incorporated
into this Agreement by this reference.


 


ARTICLE
II


DEFINITIONS


 


For
purposes of this Agreement, except as otherwise expressly provided or otherwise defined elsewhere in this Agreement, or unless
the context otherwise requires, the capitalized terms in this Agreement shall have the meanings assigned to them in this Article
as follows:


 


2.1 “Affiliate”
means, with respect to a Person, any other Person directly or indirectly controlling, controlled by, or under common control with,
such Person at any time during the period for which the determination of affiliation is being made. For purposes of this definition,
the term “control,” “controlling” “controlled” and words of similar import, when used
in this context, means, with respect to any Person, the possession, directly or indirectly, of the power to direct, or cause the
direction of, management policies of such Person, whether through the ownership of voting securities, by contract or otherwise.


 


2.2 “Assets”
means all of the properties and assets of the Person in question, as the context may so require, whether real, personal or mixed,
tangible or intangible, wherever located, whether now owned or hereafter acquired.


 


2.3 “Business
Day” shall mean any day other than a Saturday, Sunday or a legal holiday on which federal banks are authorized or required
to be closed for the conduct of commercial banking business.


 


2.4 “Claims”
means any Proceedings, Judgments, Obligations, threats, losses, damages, deficiencies, settlements, assessments, charges, costs
and expenses of any nature or kind.


 




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2.5 “Common
Stock” means the common stock of the Company, par value $0.001.


 


2.6 “Compliance
Certificate” means that certain compliance certificate executed by an officer of the Company in the form attached hereto
as Exhibit E.


 


2.7 “Consent”
means any consent, approval, order or authorization of, or any declaration, filing or registration with, or any application or
report to, or any waiver by, or any other action (whether similar or dissimilar to any of the foregoing) of, by or with, any Person,
which is necessary in order to take a specified action or actions, in a specified manner and/or to achieve a specific result.


 


2.8 “Contract”
means any written or oral contract, agreement, order or commitment of any nature whatsoever, including, any sales order, purchase
order, lease, sublease, license agreement, services agreement, loan agreement, mortgage, security agreement, guarantee, management
contract, employment agreement, consulting agreement, partnership agreement, shareholders agreement, buy-sell agreement, option,
warrant, debenture, subscription, call or put.


 


2.9 “Collateral”
shall have the meaning given to it in the Security Agreements.


 


2.10 “Debenture(s)”
shall have the meaning given to it in the preamble hereof.


 


2.11 “Effective
Date” means the date so defined in the introductory paragraph of this Agreement.


 


2.12 “Encumbrance”
means any lien, security interest, pledge, mortgage, easement, leasehold, assessment, tax, covenant, restriction, reservation,
conditional sale, prior assignment, or any other encumbrance, claim, burden or charge of any nature whatsoever.


 


2.13 “Environmental
Requirements” means all Laws and requirements relating to human, health, safety or protection of the environment or
to emissions, discharges, releases or threatened releases of pollutants, contaminants, or Hazardous Materials in the environment
(including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata), or otherwise relating
to the treatment, storage, disposal, transport or handling of any Hazardous Materials.


 


2.14 “GAAP”
means generally accepted accounting principles, methods and practices set forth in the opinions and pronouncements of the Accounting
Principles Board and the American Institute of Certified Public Accountants, and statements and pronouncements of the Financial
Accounting Standards Board, or of such other Person as may be approved by a significant segment of the U.S. accounting profession,
in each case as of the date or period at issue, and as applied in the U.S. to U.S. companies.


 


2.15 “Governmental
Authority” means any foreign, federal, state or local government, or any political subdivision thereof, or any court,
agency or other body, organization, group, stock market or exchange exercising any executive, legislative, judicial, quasi-judicial,
regulatory or administrative function of government.


 




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2.16 “Guarantee
Agreements” shall have the meaning given to it in the recitals hereof.


 


2.17 “Guarantors”
shall have the meaning given to it in the recitals hereof.


 


2.18 “Hazardous
Materials” means: (i) any chemicals, materials, substances or wastes which are now or hereafter become defined as or
included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,”
“extremely hazardous wastes,” “restricted hazardous wastes,” “toxic substances,” “toxic
pollutants” or words of similar import, under any Law; and (iii) any other chemical, material, substance, or waste, exposure
to which is now or hereafter prohibited, limited or regulated by any Governmental Authority.


 


2.19 “Irrevocable
Transfer Agent Instructions” shall mean the Irrevocable Transfer Agent Instructions to be entered into by and among
the Buyer, the Company and the Company’s transfer agent, in the form attached hereto as Exhibit F.


 


2.20 “Judgment”
means any order, writ, injunction, fine, citation, award, decree, or any other judgment of any nature whatsoever of any Governmental
Authority.


 


2.21 “Law”
means any provision of any law, statute, ordinance, code, constitution, charter, treaty, rule or regulation of any Governmental
Authority.


 


 2.22 “Leases” means all leases for real or personal property.




 


2.23 “Material
Adverse Effect” shall mean: (i) a material adverse change in, or a material adverse effect upon, the Assets, business,
prospects, properties, financial condition or results of operations of the Company; (ii) a material impairment of the ability
of the Company to perform any of its Obligations under any of the Transaction Documents; or (iii) a material adverse effect on:
(A) any material portion of the “Collateral” (as such terms is defined in the Security Agreements); (B) the legality,
validity, binding effect or enforceability against the Company and the Guarantors of any of the Transaction Documents; (C) the
perfection or priority of any Encumbrance granted to Buyer under any Transaction Documents; (D) the rights or remedies of the
Buyer under any of the Transaction Documents; or (E) a material adverse effect or impairment on the Lender’s ability to
sell the Advisory Fee Shares or other shares of the Company’s Common Stock issuable to Buyer under any Transaction Documents
without limitation or restriction. For purposes of determining whether any of the foregoing changes, effects, impairments, or
other events have occurred, such determination shall be made by Buyer, in its sole, but reasonably exercised, discretion.


 


2.24 “Material
Contract” shall mean any Contract to which the Company is a party or by which the Company or any of its Assets
are bound and which: (i) must be disclosed to any Governmental Authority or any other laws, rules or regulations of any Governmental
Authority; (ii) involves aggregate payments of Twenty-Five Thousand Dollars ($25,000) or more to or from the Company; (iii) involves
delivery, purchase, licensing or provision, by or to the Company, of any goods, services, assets or other items having a value
(or potential value) over the term of such Contract of Twenty-five Thousand Dollars ($25,000) or more or is otherwise material
to the conduct of the Company’s business as now conducted and as contemplated to be conducted in the future; (iii) involves
a Company Lease; (iv) imposes any guaranty, surety or indemnification Obligations on the Company; or (v) prohibits the Company
from engaging in any business or competing anywhere in the world.


 




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2.25 “Obligation”
means, now existing or in the future, any debt, liability or obligation of any nature whatsoever (including any required performance
of any covenants or agreements), whether secured, unsecured, recourse, nonrecourse, liquidated, unliquidated, accrued, voluntary
or involuntary, direct or indirect, absolute, fixed, contingent, ascertained, unascertained, known, unknown, whether or not jointly
owed with others, whether or not from time to time decreased or extinguished and later decreased, created or incurred, or obligations
under Contracts, existing or incurred under this Agreement, the Debentures or any other Transaction Documents, or any other agreement
between the Company, the Guarantors and the Buyer, as such obligations may be amended, supplemented, converted, extended or modified
from time to time.


 


2.26 “Ordinary
Course of Business” means the ordinary course of business of the Person in question, consistent with past custom
and practice (including with respect to quantity, quality and frequency).


 


2.27 “OTC
Markets” means the OTC Markets Group, Inc.


 


2.28 “Permit”
means any license, permit, approval, waiver, order, authorization, right or privilege of any nature whatsoever, granted, issued,
approved or allowed by any Governmental Authority.


 


2.29 “Person”
means any individual, sole proprietorship, joint venture, partnership, company, corporation, association, cooperation, trust,
estate, Governmental Authority, or any other entity of any nature whatsoever.


 


2.30 “Pledge
Agreement” shall have the meaning given to it in the recitals hereof.


 


2.31 “Principal
Trading Market” shall mean the Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market, the
OTC Bulletin Board, the OTC Markets, the so-called OTC Pink Sheets, the NYSE Euronext or the New York Stock Exchange, whichever
is at the time the principal trading exchange or market for the Common Stock.


 


2.32 “Proceeding”
means any demand, claim, suit, action, litigation, investigation, audit, study, arbitration, administrative hearing, or any other
proceeding of any nature whatsoever.


 


2.33 “Real
Property” means any real estate, land, building, structure, improvement, fixture or other real property of any
nature whatsoever, including, but not limited to, fee and leasehold interests.


 




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2.34 “Rule
144” shall mean Rule 144 or Rule 144A promulgated under the Securities Act (or a successor rule thereto.


 


2.35 “SEC”
shall mean the United States Securities and Exchange Commission.


 


2.36 “Securities”
means, collectively, the Debentures, the Advisory Fee Shares (as defined herein), and any additional shares of Common Stock issuable
in connection with a conversion of the Debentures, or the terms of this Agreement or any other Transaction Documents.


 


2.37 “Security
Agreements” shall have the meaning given to it in the recitals hereof.


 


2.38 “Tax”
means (i) any foreign, federal, state or local income, profits, gross receipts, franchise, sales, use, occupancy, general property,
real property, personal property, intangible property, transfer, fuel, excise, accumulated earnings, personal holding company,
unemployment compensation, social security, withholding taxes, payroll taxes, or any other tax of any nature whatsoever, (ii)
any foreign, federal, state or local organization fee, qualification fee, annual report fee, filing fee, occupation fee, assessment,
rent, or any other fee or charge of any nature whatsoever, or (iii) any deficiency, interest or penalty imposed with respect to
any of the foregoing.


 


2.39 “Tax
Return” means any tax return, filing, declaration, information statement or other form or document required to be filed
in connection with or with respect to any Tax.


 


2.40 “Transaction
Documents” means this Agreement any and all documents or instruments executed or to be executed by the Company and/or
the Guarantors in connection with this Agreement, including the Debentures, the Security Agreements, the Guarantee Agreements,
the Use of Proceeds Confirmation, the Irrevocable Transfer Agent Instructions the Pledge Agreements and the Validity Certificates,
together with all modifications, amendments, extensions, future advances, renewals, and substitutions thereof.


 


2.41 “Use
of Proceeds Confirmation” means that certain use of proceeds confirmation executed by an officer of the Company in the
form attached hereto as Exhibit G.


 


2.42 “Validity
Certificate(s)” shall mean those certain validity certificates executed by such officers and directors of the Company
as the Buyer shall require, in the Buyer’s sole discretion, the form of which is attached hereto as Exhibit H.


 




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ARTICLE
III


INTERPRETATION


 


In
this Agreement, unless the express context otherwise requires: (i) the words “herein,” “hereof” and “hereunder”
and words of similar import refer to this Agreement as a whole and not to any particular provision of this Agreement; (ii) references
to the words “Article” or “Section” refer to the respective Articles and Sections of this Agreement, and
references to “Exhibit” or “Schedule” refer to the respective Exhibits and Schedules annexed hereto; (iii)
references to a “party” mean a party to this Agreement and include references to such party’s permitted successors
and permitted assigns; (iv) references to a “third party” mean a Person not a party to this Agreement; (v) references
to the words “share” or “shareholder”, if in reference to the Company, shall refer to “units”
or “unitholder” respectively and (v) the terms “dollars” and “$” means U.S. dollars; (vi)
wherever the word “include,” “includes” or “including” is used in this Agreement, it will
be deemed to be followed by the words “without limitation”.


 


ARTICLE
IV


PURCHASE
AND SALE OF DEBENTURES


 


4.1 Purchase
and Sale of Debentures. Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, Buyer agrees
to purchase, at each Closing, and Company agrees to sell and issue to Buyer, at each Closing, Debentures in the amount of the
Purchase Price applicable to each Closing as more specifically set forth below.


 


4.2 Closing
Dates. The First Closing of the purchase and sale of the Debentures shall be for One Million Nine Hundred Thousand and No/100
United States Dollars ($1,900,000), and shall take place on the Effective Date, subject to satisfaction of the conditions to the
First Closing set forth in this Agreement (the “First Closing Date”). Additional Closings of the purchase and
sale of the Debentures shall be at such times and for such amounts as determined in accordance with Section 4.4 below,
subject to satisfaction of the conditions to the Additional Closings set forth in this Agreement (the “Additional Closing
Dates”) (collectively referred to as the “Closing Dates”). The Closings shall occur on the respective
Closing Dates through the use of overnight mails and subject to customary escrow instructions from Buyer and its counsel, or in
such other manner as is mutually agreed to by the Company and the Buyer.


 


4.3 Form
of Payment. Subject to the satisfaction of the terms and conditions of this Agreement, on each Closing Date: (i) the Buyer
shall deliver to the Company, to a Company account designated by the Company, the aggregate proceeds for the Debentures to be
issued and sold to Buyer at each such Closing, minus the fees to be paid directly from the proceeds of each such Closing as set
forth in this Agreement, in the form of wire transfers of immediately available U.S. dollars; and (ii) the Company shall deliver
to Buyer the Securities which Buyer is purchasing hereunder at each Closing, duly executed on behalf of the Company, together
with any other documents required to be delivered pursuant to this Agreement.


 




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4.4 Additional
Closings. At any time after the First Closing but prior to the maturity date of any of the Debentures issued in the First
Closing, the Company may request that Buyer purchase additional Debentures hereunder in Additional Closings by written notice
to Buyer, and, subject to the conditions below, Buyer shall purchase such additional Debentures in such amounts and at such times
as Buyer and the Company may mutually agree, so long as the following conditions have been satisfied, in Buyer’s sole and
absolute discretion: (i) no default or “Event of Default” (as such term is defined in any of the Transaction Documents)
shall have occurred or be continuing under this Agreement or any other Transaction Documents, and no event shall have occurred
that, with the passage of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or
thereunder; and (ii) any additional purchase of Debentures beyond the purchase of Debentures at the First Closing shall have been
approved by Buyer, which approval may be given or withheld in Buyer’s sole and absolute discretion.


 


ARTICLE
V


BUYER’S
REPRESENTATIONS AND WARRANTIES


 


Buyer
represents and warrants to the Company, that:


 


5.1 Investment
Purpose. Buyer is acquiring the Securities for its own account for investment only and not with a view towards, or for resale
in connection with, the public sale or distribution thereof.


 


5.2 Accredited
Buyer Status. Buyer is an “accredited investor” as that term is defined in Rule 501 of Regulation D, as promulgated
under the Securities Act of 1933.


 


5.3 Reliance
on Exemptions. Buyer understands that the Securities are being offered and sold to it in reliance on specific exemptions from
the registration requirements of United States federal and state securities laws and that the Company is relying in part upon
the truth and accuracy of, and Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and
understandings of Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of Buyer
to acquire the Securities.


 


5.4 Information.
Buyer and its advisors, if any, have been furnished with all materials they have requested relating to the business, finances
and operations of the Company and information Buyer deemed material to making an informed investment decision regarding its purchase
of the Securities. Buyer and its advisors, if any, have been afforded the opportunity to ask questions of the Company and its
management. Neither such inquiries, nor any materials provided to Buyer, nor any other due diligence investigations conducted
by Buyer or its advisors, if any, or its representatives, shall modify, amend or affect Buyer’s right to fully rely on the
Company’s representations and warranties contained in Article VI below. Buyer understands that its investment in the Securities
involves a high degree of risk. Buyer is in a position regarding the Company, which, based upon economic bargaining power, enabled
and enables Buyer to obtain information from the Company in order to evaluate the merits and risks of this investment. Buyer has
sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect
to its acquisition of the Securities.


 




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5.5 No
Governmental Review. Buyer understands that no United States federal or state Governmental Authority has passed on or made
any recommendation or endorsement of the Securities, or the fairness or suitability of the investment in the Securities, nor have
such Governmental Authorities passed upon or endorsed the merits of the offering of the Securities.


 


5.6 Authorization,
Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of Buyer and is a valid
and binding agreement of Buyer, enforceable in accordance with its terms, except as such enforceability may be limited by general
principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating
to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.


 


ARTICLE
VI


REPRESENTATIONS
AND WARRANTIES OF THE COMPANY


 


To
induce the Buyer to purchase the Securities, the Company makes the following representations and warranties to Buyer, each of
which shall be true and correct in all respects as of the date of the execution and delivery of this Agreement and as of the date
of each Closing hereunder, and which shall survive the execution and delivery of this Agreement:


 


6.1 Subsidiaries.
A list of all of the Company’s Subsidiaries is set forth in Schedule 6.1 hereto. The Guarantors have no Subsidiaries.


 


6.2 Organization.
The Company is a corporation, duly incorporated, validly existing and in good standing under the Laws of the jurisdiction in which
it is incorporated. The Company has the full power and authority and all necessary certificates, licenses, approvals and Permits
to: (i) enter into and execute this Agreement and the Transaction Documents and to perform all of its Obligations hereunder and
thereunder; and (ii) own and operate its Assets and properties and to conduct and carry on its business as and to the extent now
conducted. The Company is duly qualified to transact business and is in good standing as a foreign corporation in each jurisdiction
where the character of its business or the ownership or use and operation of its Assets or properties requires such qualification.
The exact legal name of the Company is as set forth in the preamble to this Agreement, and the Company does not currently conduct,
nor has the Company, during the last five (5) years conducted, business under any other name or trade name.


 


6.3 Authority
and Approval of Agreement; Binding Effect. The execution and delivery by Company of this Agreement and the Transaction Documents,
and the performance by Company of all of its Obligations hereunder and thereunder, including the issuance of the Securities, have
been duly and validly authorized and approved by the Company and its board of managers pursuant to all applicable Laws and no
other action or Consent on the part of Company, its board of managers, members or any other Person is necessary or required by
the Company to execute this Agreement and the Transaction Documents, consummate the transactions contemplated herein and therein,
perform all of Company’s Obligations hereunder and thereunder, or to issue the Securities. This Agreement and each of the
Transaction Documents have been duly and validly executed by Company (and the officer executing this Agreement and all such other
Transaction Documents is duly authorized to act and execute same on behalf of Company) and constitute the valid and legally binding
agreements of Company, enforceable against Company in accordance with their respective terms, except as such enforceability may
be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other
similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.


 




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6.4 Capitalization.
The authorized capital stock of the Company consists of four hundred fifty million (450,000,000) shares of Common Stock, of
which three hundred six million three hundred ten thousand nine hundred fifty-one (306,310,951) shares of Common Stock are issued
and outstanding as of the date hereof. All of such outstanding shares have been validly issued and are fully paid and nonassessable,
have been issued in compliance with all foreign, federal and state securities laws and none of such outstanding shares were issued
in violation of any preemptive rights or similar rights to subscribe for or purchase securities. As of the Effective Date, no
shares of the Company’s capital stock are subject to preemptive rights or any other similar rights or any Claims or Encumbrances
suffered or permitted by the Company. The Common Stock is currently quoted on the OTC Bulletin Board under the trading symbol
“OSLH”. The Company has received no notice, either oral or written, with respect to the continued eligibility of the
Common Stock for quotation on the Principal Trading Market, and the Company has maintained all requirements on its part for the
continuation of such quotation. Except as disclosed in the “SEC Documents” (as hereinafter defined) and except for
the Securities to be issued pursuant to this Agreement, as of the date hereof: (i) there are no outstanding options, warrants,
scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible
into, any shares of capital stock of the Company or any of its Subsidiaries, or Contracts, commitments, understandings or arrangements
by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company
or any of its Subsidiaries, or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever
relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its Subsidiaries;
(ii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other Contracts or instruments evidencing
indebtedness of the Company or any of its Subsidiaries, or by which the Company or any of its Subsidiaries is or may become bound;
(iii) there are no outstanding registration statements with respect to the Company or any of its securities; (iv) there are no
agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their
securities under the Securities Act (except pursuant to this Agreement); (v) there are no financing statements securing obligations
filed in connection with the Company or any of its Assets; (vi) there are no securities or instruments containing anti-dilution
or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions
described herein or therein; and (vii) there are no outstanding securities or instruments of the Company which contain any redemption
or similar provisions, and there are no Contracts by which the Company is or may become bound to redeem a security of the Company.
The Company has furnished to the Buyer true, complete and correct copies of: (I) the Company’s Certificate of Incorporation,
as amended and as in effect on the date hereof; and (II) the Company’s Bylaws, as in effect on the date hereof (together,
the “Organizational Documents”). Except for the Organizational Documents or as disclosed in the SEC
Documents, there are no other shareholder agreements, voting agreements or other Contracts of any nature or kind that restrict,
limit or in any manner impose Obligations on the governance of the Company.


 




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6.5 No
Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Transaction Documents,
and the consummation of the transactions contemplated hereby and thereby, including the issuance of any of the Securities, will
not: (i) constitute a violation of or conflict with the Organizational Documents of the Company; (ii) constitute a violation of,
or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any
other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any Contract to which Company
is a party or by which any of its Assets or properties may be bound; (iii) constitute a violation of, or a default or breach under
(either immediately, upon notice, upon lapse of time, or both), or conflicts with, any Judgment; (iv) constitute a violation of,
or conflict with, any Law (including United States federal and state securities Laws); or (v) result in the loss or adverse modification
of, or the imposition of any fine, penalty or other Encumbrance with respect to, any Permit granted or issued to, or otherwise
held by or for the use of, Company or any of Company’s Assets. The Company is not in violation of its Organizational Documents
and the Company is not in default or breach (and no event has occurred which with notice or lapse of time or both could put the
Company in default or breach) under, and the Company has not taken any action or failed to take any action that would give to
any other Person any rights of termination, amendment, acceleration or cancellation of, any Contract to which the Company is a
party or by which any property or Assets of the Company are bound or affected. The businesses of the Company are not being conducted,
and shall not be conducted so long as Buyer owns any of the Securities, in violation of any Law. Except as specifically contemplated
by this Agreement, the Company is not required to obtain any Consent of, from, or with any Governmental Authority, or any other
Person, in order for it to execute, deliver or perform any of its Obligations under this Agreement or the Transaction Documents
in accordance with the terms hereof or thereof, or to issue and sell the Securities in accordance with the terms hereof. All Consents
which the Company is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior
to the date hereof. The Company is not aware of any facts or circumstances which might give rise to any of the foregoing.


 


6.6 Issuance
of Securities. The Securities are duly authorized and, upon issuance in accordance with the terms hereof, shall be duly issued,
fully paid and non-assessable, and free from all Encumbrances with respect to the issue thereof, and will be issued in compliance
with all applicable United States federal and state securities Laws.


 




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6.7 SEC
Documents; Financial Statements. Except for a certain Current Report on Form 8-K and certain Section 16 filings, the Company
has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC or any
governmental authority (all of the foregoing filed within the two (2) years preceding the date hereof or amended after the date
hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference
therein, being hereinafter referred to as the “SEC Documents”). The Company is current with its filing obligations
under the Exchange Act and all SEC Documents have been filed on a timely basis by the Company. The Company represents and warrants
that true and complete copies of the SEC Documents are available on the SEC website (www.sec.gov) at no charge to Buyer, and Buyer
acknowledges that it may retrieve all SEC Documents from such website and Buyer’s access to such SEC Documents through such
website shall constitute delivery of the SEC Documents to Buyer; provided, however, that if Buyer is unable to obtain any of such
SEC Documents from such website at no charge, as result of such website not being available or any other reason beyond Buyer’s
control, then upon request from Buyer, the Company shall deliver to Buyer true and complete copies of such SEC Documents. The
Company shall make available to Buyer true and complete copies of all draft filings, reports, schedules, statements and other
documents required to be filed with the requirements of the Exchange Act that have been prepared but not filed with the SEC as
of the date hereof. None of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material
fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is,
or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated
in subsequent filings prior the date hereof, which amendments or updates are also part of the SEC Documents). Except as subsequently
amended or restated in the SEC Documents, as of their respective dates, the consolidated financial statements of the Company and
its Subsidiaries included in the SEC Documents (the “Financial Statements”) complied in all material respects
with applicable accounting requirements and any published rules and regulations of the SEC with respect thereto. All of the Financial
Statements have been prepared in accordance with GAAP, consistently applied, during the periods involved (except: (i) as may be
otherwise indicated in such Financial Statements or the notes thereto; or (ii) in the case of unaudited interim statements, to
the extent they may exclude footnotes or may be condensed or summary statements), and fairly present in all material respects
the consolidated financial position of the Company and all of its Subsidiaries as of the dates thereof and the consolidated results
of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end
audit adjustments). To the knowledge of Company and its officers, no other information provided by or on behalf of Company to
the Buyer which is not included in the SEC Documents contains any untrue statement of a material fact or omits to state any material
fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not
misleading


 


6.8 Absence
of Certain Changes. Since the date the last of the SEC Documents was filed with the SEC, none of the following have occurred:


 


(a) There
has been no event or circumstance of any nature whatsoever that has resulted in, or could reasonably be expected to result in,
a Material Adverse Effect; or


 




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(b) Any
transaction, event, action, development, payment, or any other matter of any nature whatsoever entered into by the Company other
than in the Company’s Ordinary Course of Business.


 


6.9 Absence
of Litigation or Adverse Matters. No condition, circumstance, event, agreement, document, instrument, restriction, litigation
or Proceeding (or threatened litigation or Proceeding or basis therefor) exists which: (i) could adversely affect the validity
or priority of the Encumbrances granted to the Buyer under the Transaction Documents; (ii) could adversely affect the ability
of the Company to perform its Obligations under the Transaction Documents; (iii) would constitute a default under any of the Transaction
Documents; (iv) would constitute such a default with the giving of notice or lapse of time or both; or (v) would constitute or
give rise to a Material Adverse Effect. In addition: (vi) there is no Proceeding before or by any Governmental Authority or any
other Person, pending, or the best of Company’s knowledge, threatened or contemplated by, against or affecting the Company,
its business or Assets; (vii) there is no outstanding Judgments against or affecting the Company, its business or Assets; (viii)
the Company is not in breach or violation of any Contract; and (ix) the Company has not received any material complaint from any
customer, supplier, vendor or employee.


 


6.10 Liabilities
and Indebtedness of the Company. The Company does not have any Obligations of any nature whatsoever, except: (i) as disclosed
in the Financial Statements; or (iii) Obligations incurred in the Ordinary Course of Business since the date of the most recent
Financial Statements which do not or would not, individually or in the aggregate, exceed Ten Thousand Dollars ($10,000) or otherwise
have a Material Adverse Effect.


 


6.11 Title
to Assets. The Company has good and marketable title to, or a valid leasehold interest in, all of its Assets which are material
to the business and operations of the Company as presently conducted, free and clear of all Encumbrances or restrictions on the
transfer or use of same. Except as would not have a Material Adverse Effect, the Company’s Assets are in good operating
condition and repair, ordinary wear and tear excepted, and are free of any latent or patent defects which might impair their usefulness,
and are suitable for the purposes for which they are currently used and for the purposes for which they are proposed to be used.


 


 6.12 Real Estate.




 


(a) Real
Property Ownership. Except for the Company Leases and as set forth on Schedule 6.12, the Company and the Guarantors
do not own any Real Property. 


 


(b) Real
Property Leases. Except for ordinary office Leases disclosed to the Buyer in writing prior to the date hereof (the “Company
Leases”), the Company does not lease any other Real Property. With respect to each of the Company Leases: (i) the Company
has been in peaceful possession of the property leased thereunder and neither the Company nor the landlord is in default thereunder;
(ii) no waiver, indulgence or postponement of any of the Obligations thereunder has been granted by the Company or landlord thereunder;
and (iii) there exists no event, occurrence, condition or act known to the Company which, upon notice or lapse of time or both,
would be or could become a default thereunder or which could result in the termination of the Company Leases, or any of them,
or have a Material Adverse Effect on the business of the Company, its Assets or its operations or financial results. The Company
has not violated nor breached any provision of any such Company Leases, and all Obligations required to be performed by the Company
under any of such Company Leases have been fully, timely and properly performed. The Company has delivered to the Buyer true,
correct and complete copies of all Company Leases, including all modifications and amendments thereto, whether in writing or otherwise.
The Company has not received any written or oral notice to the effect that any of the Company Leases will not be renewed at the
termination of the term of such Company Leases, or that any of such Company Leases will be renewed only at higher rents.


 




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6.13 Material
Contracts. An accurate, current and complete copy of each of the Material Contracts has been furnished to Buyer, and each
of the Material Contracts constitutes the entire agreement of the respective parties thereto relating to the subject matter thereof.
There are no outstanding offers, bids, proposals or quotations made by Company which, if accepted, would create a Material Contract
with Company. Each of the Material Contracts is in full force and effect and is a valid and binding Obligation of the parties
thereto in accordance with the terms and conditions thereof. To the knowledge of the Company and its officers, all Obligations
required to be performed under the terms of each of the Material Contracts by any party thereto have been fully performed by all
parties thereto, and no party to any Material Contracts is in default with respect to any term or condition thereof, nor has any
event occurred which , through the passage of time or the giving of notice, or both, would constitute a default thereunder or
would cause the acceleration or modification of any Obligation of any party thereto or the creation of any Encumbrance upon any
of the Assets of the Company. Further, the Company has received no notice, nor does the Company have any knowledge, of any pending
or contemplated termination of any of the Material Contracts and, no such termination is proposed or has been threatened, whether
in writing or orally.


 


6.14 Compliance
with Laws. To the knowledge of the Company and its officers, the Company is and at all times has been in full compliance with
all Laws. The Company has not received any notice that it is in violation of, has violated, or is under investigation with respect
to, or has been threatened to be charged with, any violation of any Law.


 


6.15 Intellectual
Property. The Company owns or possesses adequate and legally enforceable rights or licenses to use all trademarks, trade names,
service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals,
governmental authorizations, trade secrets and all other intellectual property rights necessary to conduct its business as now
conducted. The Company does not have any knowledge of any infringement by the Company of trademark, trade name rights, patents,
patent rights, copyrights, inventions, licenses, service names, service marks, service mark registrations, trade secret or other
intellectual property rights of others, and, to the knowledge of the Company, there is no Claim being made or brought against,
or to the Company’s knowledge, being threatened against, the Company regarding trademark, trade name, patents, patent rights,
invention, copyright, license, service names, service marks, service mark registrations, trade secret or other intellectual property
infringement; and the Company is unaware of any facts or circumstances which might give rise to any of the foregoing.


 




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6.16 Labor
and Employment Matters. The Company is not involved in any labor dispute or, to the knowledge of the Company, is any such
dispute threatened. To the knowledge of the Company and its officers, none of the Company’s employees is a member of a union
and the Company believes that its relations with its employees are good. To the knowledge of the Company and its officers, the
Company has complied in all material respects with all Laws relating to employment matters, civil rights and equal employment
opportunities.


 


6.17 Employee
Benefit Plans. Except as disclosed to the Buyer in writing prior to the date hereof, the Company does not have and has not
ever maintained, and has no Obligations with respect to any employee benefit plans or arrangements, including employee pension
benefit plans, as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”),
multiemployer plans, as defined in Section 3(37) of ERISA, employee welfare benefit plans, as defined in Section 3(1) of ERISA,
deferred compensation plans, stock option plans, bonus plans, stock purchase plans, hospitalization, disability and other insurance
plans, severance or termination pay plans and policies, whether or not described in Section 3(3) of ERISA, in which employees,
their spouses or dependents of the Company participate (collectively, the “Employee Benefit Plans”). To
the Company’s knowledge, all Employee Benefit Plans meet the minimum funding standards of Section 302 of ERISA, where applicable,
and each such Employee Benefit Plan that is intended to be qualified within the meaning of Section 401 of the Internal Revenue
Code of 1986 is qualified. No withdrawal liability has been incurred under any such Employee Benefit Plans and no “Reportable
Event” or “Prohibited Transaction” (as such terms are defined in ERISA), has occurred with respect to any such
Employee Benefit Plans, unless approved by the appropriate Governmental Authority. To the Company’s knowledge, the Company
has promptly paid and discharged all Obligations arising under ERISA of a character which if unpaid or unperformed might result
in the imposition of an Encumbrance against any of its Assets or otherwise have a Material Adverse Effect.


 


6.18 Tax
Matters. The Company and each Guarantor has made and timely filed all Tax Returns required by any jurisdiction to which it
is subject, and each such Tax Return has been prepared in compliance with all applicable Laws, and all such Tax Returns are true
and accurate in all respects. Except and only to the extent that the Company and each Guarantor has set aside on its books provisions
reasonably adequate for the payment of all unpaid and unreported Taxes, the Company has timely paid all Taxes shown or determined
to be due on such Tax Returns, except those being contested in good faith, and the Company has set aside on its books provision
reasonably adequate for the payment of all Taxes for periods subsequent to the periods to which such Tax Returns apply. There
are no unpaid Taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of
the Company know of no basis for any such claim. The Company has withheld and paid all Taxes to the appropriate Governmental Authority
required to have been withheld and paid in connection with amounts paid or owing to any Person. There is no Proceeding or Claim
for refund now in progress, pending or threatened against or with respect to the Company regarding Taxes.


 




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6.19 Insurance.
The Company is covered by valid, outstanding and enforceable policies of insurance which were issued to it by reputable insurers
of recognized financial responsibility, covering its properties, Assets and businesses against losses and risks normally insured
against by other corporations or entities in the same or similar lines of businesses as the Company is engaged and in coverage
amounts which are prudent and typically and reasonably carried by such other corporations or entities (the “Insurance
Policies”). Such Insurance Policies are in full force and effect, and all premiums due thereon have been paid.
None of the Insurance Policies will lapse or terminate as a result of the transactions contemplated by this Agreement. The Company
has complied with the provisions of such Insurance Policies. The Company has not been refused any insurance coverage sought or
applied for and the Company does not have any reason to believe that it will not be able to renew its existing Insurance Policies
as and when such Insurance Policies expire or to obtain similar coverage from similar insurers as may be necessary to continue
its business at a cost that would not materially and adversely affect the condition, financial or otherwise, or the earnings,
business or operations of the Company.


 


6.20 Permits.
The Company possesses all Permits necessary to conduct its business, and the Company has not received any notice of, or is otherwise
involved in any Proceedings relating to, the revocation or modification of any such Permits. All such Permits are valid and in
full force and effect and the Company is in full compliance with the respective requirements of all such Permits.


 


6.21 Bank
Accounts; Business Location. Schedule 6.21 sets forth, with respect to each account of the Company with any
bank, broker or other depository institution: (i) the name and account number of such account; (ii) the name and address of the
institution where such account is held; (iii) the name of any Person(s) holding a power of attorney with respect to such account,
if any; and (iv) the names of all authorized signatories and other Persons authorized to withdraw funds from each such account.
The Company has no office or place of business other than as identified on Schedule 6.21 and the Company’s
principal places of business and chief executive offices are indicated on Schedule 6.21. All books and records of
the Company and other material Assets of the Company are held or located at the principal offices of the Company indicated on
Schedule 6.21. 


 


6.22 Environmental
Laws.  Except as are used in such amounts as are customary in the Company’s Ordinary Course of Business and in compliance
with all applicable Environmental Laws, the Company represents and warrants to Buyer that: (i) the Company has not generated,
used, stored, treated, transported, manufactured, handled, produced or disposed of any Hazardous Materials, on or off any of the
premises of the Company (whether or not owned by the Company) in any manner which at any time violates any Environmental Law or
any Permit, certificate, approval or similar authorization thereunder; (ii) the operations of the Company comply in all material
respects with all Environmental Laws and all Permits certificates, approvals and similar authorizations thereunder; (iii) there
has been no investigation, Proceeding, complaint, order, directive, Claim, citation or notice by any Governmental Authority or
any other Person, nor is any pending or, to the Company’s knowledge, threatened; and (iv) the Company does not have any
liability, contingent or otherwise, in connection with a release, spill or discharge, threatened or actual, of any Hazardous Materials
or the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Material.


 




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6.23 Illegal
Payments. Neither the Company, nor any director, officer, agent, employee or other Person acting on behalf of the Company
has, in the course of his actions for, or on behalf of, the Company: (i) used any corporate funds for any unlawful contribution,
gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment
to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision
of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any bribe, rebate, payoff, influence payment, kickback
or other unlawful payment to any foreign or domestic government official or employee.


 


6.24 Related
Party Transactions. Except for arm’s length transactions pursuant to which the Company makes payments in the Ordinary
Course of Business upon terms no less favorable than the Company could obtain from third parties, none of the officers, directors
or employees of the Company, nor any stockholders who own, legally or beneficially, five percent (5%) or more of the issued and
outstanding shares of any class of the Company’s capital stock (each a “Material Shareholder”), is
presently a party to any transaction with the Company (other than for services as employees, officers and directors), including
any Contract providing for the furnishing of services to or by, providing for rental of real or personal property to or from,
or otherwise requiring payments to or from, any officer, director or such employee or Material Shareholder or, to the best knowledge
of the Company, any other Person in which any officer, director, or any such employee or Material Shareholder has a substantial
or material interest in or of which any officer, director or employee of the Company or Material Shareholder is an officer, director,
trustee or partner. There are no Claims or disputes of any nature or kind between the Company and any officer, director or employee
of the Company or any Material Shareholder, or between any of them, relating to the Company and its business.


 


6.25 Internal
Accounting Controls. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance
that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions
are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability;
(iii) access to Assets is permitted only in accordance with management’s general or specific authorization; and (iv) the
recorded accountability for Assets is compared with the existing Assets at reasonable intervals and appropriate action is taken
with respect to any differences.


 


6.26 Acknowledgment
Regarding Buyer’s Purchase of the Securities. The Company and each Guarantor acknowledges and agrees that Buyer is acting
solely in the capacity of an arm’s length purchaser with respect to this Agreement and the transactions contemplated hereby.
The Company and each Guarantor further acknowledges that Buyer is not acting as a financial advisor or fiduciary of the Company
(or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby and any advice given by Buyer
or any of its representatives or agents in connection with this Agreement and the transactions contemplated hereby is merely incidental
to Buyer’s purchase of the Securities. The Company further represents to Buyer that the Company’s and each Guarantor’s
decision to enter into this Agreement has been based solely on the independent evaluation by the Company, each Guarantor and its
representatives.


 




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6.27 Seniority.
No indebtedness or other equity or security of the Company and the Guarantors is senior to the Debentures in right of payment,
whether with respect to interest or upon liquidation or dissolution, or otherwise, except only purchase money security interests
(which are senior only as to underlying Assets covered thereby).


 


6.28 Brokerage
Fees. There is no Person acting on behalf of the Company and the Guarantors who is entitled to or has any claim for any brokerage
or finder’s fee or commission in connection with the execution of this Agreement or the consummation of the transactions
contemplated hereby.


 


6.29 No
General Solicitation. Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf, has engaged
in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection
with the offer or issuance of the Securities.


 


6.30 No
Integrated Offering. Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly
or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that
would require registration of the Securities under the Securities Act or cause this offering of such securities to be integrated
with prior offerings by the Company for purposes of the Securities Act.


 


6.31 Private
Placement. No registration under the Securities Act or the laws, rules or regulation of any other governmental authority is
required for the issuance of the Securities.


 


6.32 Full
Disclosure. All the representations and warranties made by Company and the Guarantors herein or in the Schedules hereto, and
all of the financial statements, schedules, certificates, confirmations, agreements, contracts, and other materials submitted
to the Buyer in connection with or in furtherance of this Agreement or pertaining to the transaction contemplated herein, whether
made or given by Company and the Guarantors, its agents or representatives, are complete and accurate, and do not omit any information
required to make the statements and information provided, in light of the transaction contemplated herein and in light of the
circumstances under which they were made, not misleading, accurate and meaningful.


 


6.33 Crisnic.
The Company and Guarantors represent and warrant that there are no obligations owing to Crisnic Fund, S.A.


 




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ARTICLE
VII


COVENANTS


 


7.1 Negative
Covenants.


 


(a) Indebtedness. So
long as Buyer owns, legally or beneficially, any of the Debentures, the Company shall not, without prior written consent of the
Buyer on a which shall be determined on a case-by-case basis and shall not be unreasonably withheld, either directly or indirectly,
create, assume, incur or have outstanding any indebtedness for borrowed money of any nature or kind (including purchase money
indebtedness), or become liable, whether as endorser, guarantor, surety or otherwise, for any Obligation of any other Person,
except for: (i) the Debentures; (ii) Obligations disclosed in the financial statements provided to the Buyer as of the Effective
Date; and (iii) Obligations for accounts payable, other than for money borrowed, incurred in the Company’s Ordinary Course
of Business; provided that, any management or similar fees payable by the Company shall be fully subordinated in right of payment
to the prior payment in full of the Debentures. Notwithstanding anything to the contrary, in the event the Buyer approves the
assumption of the secured debt by the Company, such approval shall be contingent on the execution of a subordination agreement
in the form and substance acceptable to the Buyer in its sole and absolute discretion. For the avoidance of doubt, the Company
shall not, either directly or indirectly, incur any additional indebtedness in connection with the Typenex Co-Investment, LLC
transaction.


 


(b) Encumbrances. With
the exception of any Encumbrance in existence as of the date hereof so long as Buyer owns, legally or beneficially, any of the
Debentures, the Company and the Guarantors shall not, either directly or indirectly, create, assume, incur or suffer or permit
to exist any Encumbrance upon any Asset of the Company and the Guarantors, whether owned at the date hereof or hereafter acquired.


 


(c) Investments. So
long as Buyer owns, legally or beneficially, any of the Debentures, the Company shall not, either directly or indirectly, make
or have outstanding any new investments (whether through purchase of stocks, obligations or otherwise) in, or loans or advances
to, any other Person, or acquire all or any substantial part of the assets, business, stock or other evidence of beneficial ownership
of any other Person, except following: (i) investments in direct obligations of the United States or any state in the United States;
(ii) trade credit extended by the Company in the Company’s Ordinary Course of Business; (iii) investments existing on the
Effective Date and set forth in the financial statements provided to the Buyer; and (iv) capital expenditures first approved by
the Buyer in writing, which approval shall not be unreasonably withheld.


 


(d) Issuances.
So long as Buyer owns, legally or beneficially, any of the Debentures, the Company shall not, either directly or indirectly, issue
any equity, debt or convertible or derivative instruments or securities whatsoever, except upon obtaining Buyer’s prior
written consent, which consent may be withheld in Buyer’s sole discretion, provided, however, the Company shall be
permitted to issue or distribute capital stock, membership interest, or other securities to the extent that such issuance or distribution
does not result in a Change in Control of the Company or any Guarantor.


 




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(e) Transfer;
Merger. So long as Buyer owns, legally or beneficially, any of the Debentures, the Company shall not, either directly or indirectly,
permit or enter into any transaction involving a “Change in Control” (as hereinafter defined), or any other merger,
consolidation, sale, transfer, license, Lease, Encumbrance or other disposition of all or substantially all of its properties
or business or all or substantially all of its Assets, except for the sale, lease or licensing of property or Assets of the Company
in the Company’s Ordinary Course of Business. For purposes of this Agreement, the term “Change of Control”
shall mean any sale, conveyance, assignment or other transfer, directly or indirectly, of any ownership interest of the Company
which results in any change in the identity of the individuals or entities previously having the power to direct, or cause the
direction of, the management and policies of the Company, or the grant of a security interest in any ownership interest of any
Person directly or indirectly controlling the Company, which could result in a change in the identity of the individuals or entities
previously having the power to direct, or cause the direction of, the management and policies of the Company.


 


(f) Distributions;
Restricted Payments; Change in Management. So long as Buyer owns, legally or beneficially, any of the Debentures, the Company
shall not, either directly or indirectly: (i) purchase or redeem any shares of its capital stock; (ii) declare or pay any dividends
or distributions, whether in cash or otherwise, or set aside any funds for any such purpose; (iii) make any distribution to its
shareholders, make any distribution of its property or Assets or make any loans, advances or extensions of credit to, or investments
in, any Person, including, without limitation, any Affiliates of the Company, or the Company’s officers, directors, employees
or Material Shareholder; (iv) pay any outstanding indebtedness of the Company, except for indebtedness and other Obligations permitted
hereunder; (v) increase the annual salary paid to any officers or directors of the Company as of the Effective Date, unless any
such increase is part of a written employment contract with any such officers entered into prior to the Effective Date, a copy
of which has been delivered to and approved by the Buyer; or (vi) add, replace, remove, or otherwise change any officers or other
senior management positions of the Company from the officers and other senior management positions existing as of the Effective
Date, unless first approved by Buyer in writing, which approval may be granted or withheld or conditioned by Buyer in its sole
and absolute discretion. The Company shall not pay any brokerage or finder’s fee or commission in connection with the execution
of this Agreement or the consummation of the transactions contemplated hereby.


 


(g) Use
of Proceeds. The Company shall not use any portion of the proceeds of the Debentures, either directly or indirectly, for any
of the following purposes: (i) to make any payment towards any indebtedness or other Obligations of the Company; (ii) to pay any
Taxes of any nature or kind that may be due by the Company; or (iii) to pay any Obligations of any nature or kind due or owing
to any officers, directors, employees, or Material Shareholders of the Company, other than salaries payable in the Company’s
Ordinary Course of Business. The Company covenants and agrees to only use any portion of the proceeds of the purchase and sale
of the Debentures for the purposes set forth in the Use of Proceeds Confirmation to be executed by the Company on the Effective
Date, unless the Company obtains the prior written consent of the Buyer to use such proceeds for any other purpose, which consent
may be granted or withheld or conditioned by Buyer in its sole and absolute discretion.


 




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(h) Business
Activities; Change of Legal Status and Organizational Documents. The Company shall not: (i) engage in any line of business
other than the businesses engaged in as of the Effective Date and business reasonably related thereto; (ii) change its name, organizational
identification number (if applicable), its type of organization, its jurisdiction of organization or other legal structure; or
(iii) permit its Certificate of Formation, Operating Agreement or other organizational documents to be amended or modified in
any way which could reasonably be expected to have a Material Adverse Effect.


 


(i) Transactions
with Affiliates. The Company shall not enter into any transaction with any of its Affiliates, officers, directors, employees,
Material Shareholders or other insiders, except in the Company’s Ordinary Course of Business and upon fair and reasonable
terms that are no less favorable to the Company than it would obtain in a comparable arm’s length transaction with a Person
not an Affiliate of the Company.


 


(j) Bank
Accounts. The Company shall not maintain any bank, deposit, credit card payment processing accounts, or other accounts with
any financial institution, or any other Person, other than the Company’s accounts listed in the attached Schedule 6.21.
Specifically, the Company may not change, modify, close or otherwise affect any of the accounts listed in Schedule 6.21
without Buyer’s prior written approval, which approval may be withheld or conditioned in Buyer’s sole and absolute
discretion.


 


 7.2 Affirmative Covenants.




 


(a) Corporate
Existence. The Company shall at all times preserve and maintain its: (i) existence and good standing in the jurisdiction of
its organization; and (ii) its qualification to do business and good standing in each jurisdiction where the nature of its business
makes such qualification necessary, and shall at all times continue as a going concern in the business which the Company is presently
conducting.


 


(b) Tax
Liabilities. The Company and the Guarantors shall at all times pay and discharge all Taxes upon, and all Claims (including
claims for labor, materials and supplies) against the Company or any of its properties or Assets, before the same shall become
delinquent and before penalties accrue thereon, unless and to the extent that the same are being contested in good faith by appropriate
proceedings and for which adequate reserves in accordance with GAAP are being maintained.


 


(c) Notice
of Proceedings. The Company shall, promptly, but not more than five (5) days after knowledge thereof shall have come to the
attention of any officer of the Company, give written notice to the Buyer of all threatened or pending Proceedings before any
Governmental Authority or otherwise affecting the Company or any of its Assets.


 


(d) Material
Adverse Effect. The Company shall, promptly, but not more than five (5) days after knowledge thereof shall have come to the
attention of any officer of the Company, give written notice to the Buyer of any event, circumstance, fact or other matter that
could in any way have or be reasonably expected to have a Material Adverse Effect.


 




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(e) Notice
of Default. The Company shall, promptly, but not more than five (5) days after the commencement thereof, give notice to the
Buyer in writing of the occurrence of any “Event of Default” (as such term is defined in any of the Transaction Documents)
or of any event which, with the lapse of time, the giving of notice or both, would constitute an Event of Default hereunder or
under any other Transaction Documents.


 


(f) Maintain
Property. The Company shall at all times maintain, preserve and keep all of its Assets in good repair, working order and condition,
normal wear and tear excepted, and shall from time to time, as the Company deems appropriate in its reasonable judgment, make
all needful and proper repairs, renewals, replacements, and additions thereto so that at all times the efficiency thereof shall
be fully preserved and maintained. The Company shall permit Buyer to examine and inspect such Assets at all reasonable times upon
reasonable notice during business hours. During the continuance of any Event of Default hereunder or under any Transaction Documents,
the Buyer shall, at the Company’s expense, have the right to make additional inspections without providing advance notice.


 


(g) Maintain
Insurance. The Company shall at all times insure and keep insured with insurance companies acceptable to Buyer, all insurable
property owned by the Company which is of a character usually insured by companies similarly situated and operating like properties,
against loss or damage from environmental, fire and such other hazards or risks as are customarily insured against by companies
similarly situated and operating like properties; and shall similarly insure employers’, public and professional liability
risks. Prior to the Effective Date, the Company shall deliver to the Buyer a certificate setting forth in summary form the nature
and extent of the insurance maintained pursuant to this Section. All such policies of insurance must be satisfactory to Buyer
in relation to the amount and term of the Debentures and type and value of the Assets of the Company, shall identify Buyer as
sole/lender’s loss payee and as an additional insured. In the event the Company fails to provide Buyer with evidence of
the insurance coverage required by this Section or at any time hereafter shall fail to obtain or maintain any of the policies
of insurance required above, or to pay any premium in whole or in part relating thereto, then the Buyer, without waiving or releasing
any obligation or default by the Company hereunder, may at any time (but shall be under no obligation to so act), obtain and maintain
such policies of insurance and pay such premium and take any other action with respect thereto, which Buyer deems advisable. This
insurance coverage: (i) may, but need not, protect the Company’s interest in such property; and (ii) may not pay any claim
made by, or against, the Company in connection with such property. The Company may later request that the Buyer cancel any such
insurance purchased by Buyer, but only after providing Buyer with evidence that the insurance coverage required by this Section
is in force. The costs of such insurance obtained by Buyer, through and including the effective date such insurance coverage is
canceled or expires, shall be payable on demand by the Company to Buyer, together with interest at the highest non-usurious rate
permitted by law on such amounts until repaid and any other charges by Buyer in connection with the placement of such insurance.
The costs of such insurance, which may be greater than the cost of insurance which the Company may be able to obtain on its own,
together with interest thereon at the highest non-usurious rate permitted by Law and any other charges incurred by Buyer in connection
with the placement of such insurance may be added to the total Obligations due and owing by the Company hereunder and under the
Debentures to the extent not paid by the Company.


 




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(h) ERISA
Liabilities; Employee Plans. The Company shall: (i) keep in full force and effect any and all Employee Plans which are presently
in existence or may, from time to time, come into existence under ERISA, and not withdraw from any such Employee Plans, unless
such withdrawal can be effected or such Employee Plans can be terminated without liability to the Company; (ii) make contributions
to all of such Employee Plans in a timely manner and in a sufficient amount to comply with the standards of ERISA, including the
minimum funding standards of ERISA; (iii) comply with all material requirements of ERISA which relate to such Employee Plans;
(iv) notify Buyer immediately upon receipt by the Company of any notice concerning the imposition of any withdrawal liability
or of the institution of any Proceeding or other action which may result in the termination of any such Employee Plans or the
appointment of a trustee to administer such Employee Plans; (v) promptly advise Buyer of the occurrence of any “Reportable
Event” or “Prohibited Transaction” (as such terms are defined in ERISA), with respect to any such Employee Plans;
and (vi) amend any Employee Plan that is intended to be qualified within the meaning of Section 401 of the Internal Revenue Code
of 1986 to the extent necessary to keep the Employee Plan qualified, and to cause the Employee Plan to be administered and operated
in a manner that does not cause the Employee Plan to lose its qualified status.


 


(i) Reporting
Status; Listing. So long as Buyer owns, legally or beneficially, any of the Securities, the Company shall: (i) file in a timely
manner all reports required to be filed under the Securities Act, the Exchange Act or any securities Laws and regulations thereof
applicable to the Company of any state of the United States, or by the rules and regulations of the Principal Trading Market,
and, to provide a copy thereof to the Buyer promptly after such filing; (ii) not terminate its status as an issuer required to
file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would otherwise permit such
termination; (iii) if required by the rules and regulations of the Principal Trading Market, promptly secure the listing of any
shares of Common Stock issuable to Buyer under any of the Transaction Documents upon the Principal Trading Market (subject to
official notice of issuance) and, take all reasonable action under its control to maintain the continued listing, quotation and
trading of its Common Stock (including, without limitation, any shares of Common Stock issuable to Buyer under any of the Transaction
Documents) on the Principal Trading Market, and the Company shall comply in all respects with the Company’s reporting, filing
and other Obligations under the bylaws or rules of the Principal Trading Market, the Financial Industry Regulatory Authority,
Inc. and such other Governmental Authorities, as applicable. The Company shall promptly provide to Buyer copies of any notices
it receives from the SEC or any Principal Trading Market, to the extent any such notices could in any way have or be reasonably
expected to have a Material Adverse Effect.


 



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(j)
Rule 144. With a view to making available to Buyer the benefits of Rule 144 under the Securities Act (“Rule 144”),
or any similar rule or regulation of the SEC that may at any time permit Buyer to sell shares of Common Stock issuable to Buyer
under any Transaction Documents to the public without registration, the Company represents and warrants that:






 


(i)
 the Company is, and has been for a period of at least ninety (90) days immediately preceding the date hereof, subject to the
reporting requirements of Section 13 or 15(d) of the Exchange Act; (ii) the Company has filed all required reports under Section
13 or 15(d) of the Exchange Act, as applicable, during the twelve (12) months preceding the First Closing Date (or for such shorter
period that the Company was required to file such reports); and (iii) the Company is not currently an issuer defined as a “Shell
Company” (as hereinafter defined). For the purposes hereof, the term “Shell Company” shall mean an issuer
that meets such a description as defined under Rule 144. In addition, so long as Buyer owns, legally or beneficially, any securities
of the Company, the Company shall, at its sole expense


 


(ii) Make,
keep and ensure that adequate current public information with respect to the Company, as required in accordance with Rule 144,
is publicly available;


 


(iii) furnish
to the Buyer, promptly upon reasonable request: (A) a written statement by the Company that it has complied with the reporting
requirements of Rule 144, the Securities Act and the Exchange Act; and (b) such other information as may be reasonably requested
by Buyer to permit the Buyer to sell any of the shares of Common Stock acquired hereunder or under any other Transaction Documents
pursuant to Rule 144 without limitation or restriction; and


 


(iv) promptly
at the request of Buyer, give the Company’s transfer agent (the “Transfer Agent”) instructions
to the effect that, upon the Transfer Agent’s receipt from Buyer of a certificate (a “Rule 144 Certificate”)
certifying that Buyer’s holding period (as determined in accordance with the provisions of Rule 144) for any portion of
the shares of Common Stock issuable under any Transaction Document which Buyer proposes to sell (or any portion of such shares
which Buyer is not presently selling, but for which Buyer desires to remove any restrictive legends applicable thereto) (the “Securities
Being Sold”) is not less than six (6) months, and receipt by the Transfer Agent of the “Rule 144 Opinion”
(as hereinafter defined) from the Company or its counsel (or from Buyer and its counsel as permitted below), the Transfer Agent
is to effect the transfer (or issuance of a new certificate without restrictive legends, if applicable) of the Securities Being
Sold and issue to Buyer or transferee(s) thereof one or more stock certificates representing the transferred (or re-issued) Securities
Being Sold without any restrictive legend and without recording any restrictions on the transferability of such shares on the
Transfer Agent’s books and records. In this regard, upon Buyer’s request, the Company shall have an affirmative obligation
to cause its counsel to promptly issue to the Transfer Agent a legal opinion providing that, based on the Rule 144 Certificate,
the Securities Being Sold may be sold pursuant to the provisions of Rule 144, even in the absence of an effective registration
statement (the “Rule 144 Opinion”). If the Transfer Agent requires any additional documentation in connection
with any proposed transfer (or re-issuance) by Buyer of any Securities Being Sold, the Company shall promptly deliver or cause
to be delivered to the Transfer Agent or to any other Person, all such additional documentation as may be necessary to effectuate
the transfer (or re issuance) of the Securities Being Sold and the issuance of an unlegended certificate to any such Buyer or
any transferee thereof, all at the Company’s expense. Any and all fees, charges or expenses, including, without limitation,
attorneys’ fees and costs, incurred by Buyer in connection with issuance of any such shares, or the removal of any restrictive
legends thereon, or the transfer of any such shares to any assignee of Buyer, shall be paid by the Company, and if not paid by
the Company, the Buyer may, but shall not be required to, pay any such fees, charges or expenses, and the amount thereof, together
with interest thereon at the highest non-usurious rate permitted by law, from the date of outlay, until paid in full, shall be
due and payable by the Company to Buyer immediately upon demand therefor, and all such amounts shall be additional Obligations
of the company to Buyer secured under the Transaction Documents. In the event that the Company and/or its counsel refuses or fails
for any reason to render the Rule 144 Opinion or any other documents, certificates or instructions required to effectuate the
transfer (or re-issuance) of the Securities Being Sold and the issuance of an unlegended certificate to any such Buyer or any
transferee thereof, then: (A) to the extent the Securities Being Sold could be lawfully transferred (or re-issued) without restrictions
under applicable laws, Company’s failure to promptly provide the Rule 144 Opinion or any other documents, certificates or
instructions required to effectuate the transfer (or re-issuance)of the Securities Being Sold and the issuance of an unlegended
certificate to any such Buyer or any transferee thereof shall be an immediate Event of Default under this Agreement and all other
Transaction Documents; and (B) the Company hereby agrees and acknowledges that Buyer is hereby irrevocably and expressly authorized
to have counsel to Buyer render any and all opinions and other certificates or instruments which may be required for purposes
of effectuating the transfer (or re-issuance) of the Securities Being Sold and the issuance of an unlegended certificate to any
such Buyer or any transferee thereof, and the Company hereby irrevocably authorizes and directs the Transfer Agent to, without
any further confirmation or instructions from the Company, transfer or re-issue any such Securities Being Sold as instructed by
Buyer and its counsel.


 




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(k) Matters
With Respect to Securities.


 


(i) Issuance
of Conversion Shares. The parties hereto acknowledge that pursuant to the terms of the Debentures, Buyer has the right,
at its discretion following an Event of Default, to convert amounts due under the Debentures into Common Stock in accordance with
the terms of the Debentures. In the event, for any reason, the Company fails to issue, or cause its Transfer Agent to issue, any
portion of the Common Stock issuable upon conversion of the Debentures (the “Conversion Shares”) to
Buyer in connection with the exercise by Buyer of any of its conversion rights under the Debentures, then the parties hereto acknowledge
that Buyer shall irrevocably be entitled to deliver to the Transfer Agent, on behalf of itself and the Company, a “Conversion
Notice” (as defined in the Debentures) requesting the issuance of the Conversion Shares then issuable in accordance with
the terms of the Debentures, and the Transfer Agent, provided they are the acting transfer agent for the Company at the time,
shall, and the Company hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions
from the Company, issue the Conversion Shares applicable to the Conversion Notice then being exercised, and surrender to a nationally
recognized overnight courier for delivery to Buyer at the address specified in the Conversion Notice, a certificate of the Common
Stock of the Company, registered in the name of Buyer or its nominee, for the number of Conversion Shares to which Buyer shall
be then entitled under the Debentures, as set forth in the Conversion Notice.


 


(ii) Removal
of Restrictive Legends. In the event that Buyer has any shares of the Company’s Common Stock bearing any restrictive
legends, and Buyer, through its counsel or other representatives, submits to the Transfer Agent any such shares for the removal
of the restrictive legends thereon, whether in connection with a sale of such shares pursuant to any exemption to the registration
requirements under the Securities Act, or otherwise, and the Company and or its counsel refuses or fails for any reason to render
an opinion of counsel or any other documents or certificates required for the removal of the restrictive legends, then the Company
hereby agrees and acknowledges that Buyer is hereby irrevocably and expressly authorized to have counsel to Buyer render any and
all opinions and other certificates or instruments which may be required for purposes of removing such restrictive legends, and
the Company hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions
from the Company, issue any such shares without restrictive legends as instructed by Buyer, and surrender to a common carrier
for overnight delivery to the address as specified by Buyer, certificates, registered in the name of Buyer or its designees or
nominees, representing the shares of Common Stock to which Buyer is entitled, without any restrictive legends and otherwise freely
transferable on the books and records of the Company.


 


(iii) Authorized
Agent of the Company. The Company hereby irrevocably appoints the Buyer and its counsel and its representatives, each as the
Company’s duly authorized agent and attorney-in-fact for the Company for the purposes of authorizing and instructing the
Transfer Agent to process issuances, transfers and legend removals upon instructions from Buyer, or any counsel or representatives
of Buyer, as specifically contemplated herein. The authorization and power of attorney granted hereby is coupled with an interest
and is irrevocable so long as any obligations of the Company under Debentures remain outstanding, and so long as the Buyer owns
or has the right to receive, any shares of the Company’s Common Stock hereunder or under any Transaction Documents. In this
regard, the Company hereby confirms to the Transfer Agent and the Buyer that it can NOT and will NOT give instructions,
including stop orders or otherwise, inconsistent with the terms of this Agreement with regard to the matters contemplated herein,
and that the Buyer shall have the absolute right to provide a copy of this Agreement to the Transfer Agent as evidence of the
Company’s irrevocable authority for Buyer and Transfer Agent to process issuances, transfers and legend removals upon instructions
from Buyer, or any counsel or representatives of Buyer, as specifically contemplated herein, without any further instructions,
orders or confirmations from the Company.


 




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(iv) Injunction
and Specific Performance. The Company specifically acknowledges and agrees that in the event of a breach or threatened breach
by the Company of any provision of this Section 7.2(k), the Buyer will be irreparably damaged and that damages at law would
be an inadequate remedy if this Agreement were not specifically enforced. Therefore, in the event of a breach or threatened breach
of any provision of this Section 7.2(k) by the Company, the Buyer shall be entitled to obtain, in addition to all other
rights or remedies Buyer may have, at law or in equity, an injunction restraining such breach, without being required to show
any actual damage or to post any bond or other security, and/or to a decree for specific performance of the provisions of this
Section 7.2(k).


 


(l) Continued
Due Diligence/Field Audits. The Company acknowledges that during the term of this Agreement, Buyer and its agents and representatives
undertake ongoing and continuing due diligence reviews of the Company and its business and operations. Such ongoing due diligence
reviews may include, and the Company does hereby agree to allow Buyer, to conduct site visits and field examinations of the office
locations of the Company, and the Assets and records of each of them, the results of which must be satisfactory to Buyer in Buyer’s
sole and absolute discretion. In this regard, in order to cover Buyer’s expenses of the ongoing due diligence reviews and
any site visits or field examinations which Buyer may undertake from time to time while this Agreement is in effect, the Company
shall pay to Buyer, within five (5) Business Days after receipt of an invoice or demand therefor from Buyer, a fee of up to $1,500
per year (based on two (2) expected filed audits and ongoing due diligence of $750 per visit or audit) to cover such ongoing expenses.
Failure to pay such fee as and when required shall be deemed an Event of Default under this Agreement and all other Transaction
Documents. The foregoing notwithstanding, from and after the occurrence of an Event of Default or any event which with notice,
lapse of time or both, would become an Event of Default, Buyer may conduct site visits, field examinations and other ongoing reviews
of the Company’s records, Assets and operations at any time, in its sole discretion, without any limitations in terms of
number of site visits or examinations and without being limited to the fee hereby contemplated, all at the sole expense of the
Company.


 


7.3 Reporting
Requirements. The Company agrees as follows:


 


(a) Financial
Statements. The Company shall at all times maintain a system of accounting capable of producing its individual and consolidated
(if applicable) financial statements in compliance with GAAP (provided that monthly financial statements shall not be required
to have footnote disclosure, are subject to normal year-end adjustments and need not be consolidated), and shall furnish to the
Buyer or its authorized representatives such information regarding the business affairs, operations and financial condition of
the Company as Buyer may from time to time request or require, including:


 


(i) As
soon as available, and in any event, within ninety (90) days after the close of each fiscal year, a copy of the annual audited
financial statements of the Company, including balance sheet, statement of income and retained earnings, statement of cash flows
for the fiscal year then ended, in reasonable detail, prepared and reviewed by an independent certified public accountant reasonably
acceptable to Buyer, containing an unqualified opinion of such accountant;


 




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(ii) as
soon as available, and in any event, within sixty (60) days after the close of each fiscal quarter, a copy of the quarterly financial
statements of the Company, including balance sheet, statement of income and retained earnings, statement of cash flows for the
fiscal year then ended, in reasonable detail, prepared and certified as accurate in all material respects by the CEO or CFO of
the Company; and


 


(iii) as
soon as available, and in any event, within thirty (30) days following the end of each calendar month, a copy of the financial
statements of the Company regarding such month, including balance sheet, statement of income and retained earnings, statement
of cash flows for the month then ended, in reasonable detail, prepared and certified as accurate in all material respects by the
CEO or CFO of the Company.


 


No
change with respect to the Company’s accounting principles shall be made by the Company without giving prior notification
to Buyer. The Company represents and warrants to Buyer that the financial statements delivered to Buyer at or prior to the execution
and delivery of this Agreement and to be delivered at all times thereafter accurately reflect and will accurately reflect the
financial condition of the Company in all material respects. Buyer shall have the right at all times (and on reasonable notice
so long as there then does not exist any Event of Default) during business hours to inspect the books and records of the Company
and make extracts therefrom.


 


(b) Additional
Reporting Requirements. The Company shall provide the following reports and statements to Buyer as follows:


 


(i) Income
Projections; Variance. On the Effective Date, the Company shall provide to Buyer an income statement projection showing, in
reasonable detail, the Company’s income statement projections for the twelve (12) calendar months following the Effective
Date (the “Income Projections”). In addition, on the first (1st) day of every calendar month after the
Effective Date, the Company shall provide to Buyer a report comparing the Income Projections to actual results. Any variance in
the Income Projections to actual results that is more than ten percent (10%) (either above or below) will require the Company
to submit to Buyer written explanations as to the nature and circumstances for the variance.


 


(ii) Use
of Proceeds; Variance. On the first (1st) day of every calendar month after the Effective Date, the Company shall provide
to Buyer a report comparing the use of the proceeds from the sale of Debentures set forth in the Use of Proceeds Confirmation,
with the actual use of such proceeds. Any variance in the actual use of such proceeds from the amounts set forth in the approved
Use of Proceeds Confirmation will require the Company to submit to Buyer written explanations as to the nature and circumstances
for the variance.


 


(iii) Bank
Statements. The Company shall submit to Buyer true and correct copies of all bank statements received by the Company within
five (5) days after the Company’s receipt thereof from its bank.


 




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(iv) Interim
Reports.  Promptly upon receipt thereof, the Company shall provide to Buyer copies of interim and supplemental reports,
if any, submitted to the Company by independent accountants in connection with any interim audit or review of the books of the
Company.


 


(v) Aged
Accounts/Payables Schedules. The Company shall, on the first (1st) day of each and every calendar month, deliver to Buyer
an aged schedule of the accounts receivable of the Company, listing the name and amount due from each Person and showing the
aggregate amounts due from: (i) 0-30 days; (ii) 31-60 days; (iii) 61-90 days; (iv) 91-120 days; and (v) more than 120
days, and certified as accurate by the CEO or CFO of the Company. The Company shall, on the first (1st) day of
each and every calendar month, deliver to Buyer an aged schedule of the accounts payable of the Company, listing the name and
amount due to each creditor and showing the aggregate amounts due from: (v) 0-30 days; (w) 31-60 days; (x) 61-90 days; (y)
91-120 days; and (z) more than 120 days, and certified as accurate by the CEO or CFO of the Company.


 


(c) Covenant
Compliance. The Company shall, within thirty (30) days after the end of each calendar month, deliver to Buyer a Compliance
Certificate, confirming compliance by the Company with the covenants therein, and certified as accurate by an officer of
the Company.


 


7.4 Fees
and Expenses.


 


(a) Transaction
Fees. The Company agrees to pay to Buyer a transaction advisory fee equal to two percent (2%) of the amount of the Debentures
purchased by Buyer at the First Closing, which fee shall be due and payable on the Effective Date and withheld from the gross
purchase price paid by Buyer for the Debentures. In the event of any Additional Closings, the Company shall pay to Buyer a transaction
advisory fee equal to two percent (2%) of the amount of the Debentures purchased by Buyer at any such Additional Closings, which
fee shall be due and payable upon such Additional Closing and withheld from the gross purchase price paid by Buyer for the Debentures
at such Additional Closing.


 


(b) Due
Diligence Fees. The Company agrees to pay to the Buyer a due diligence fee equal to Eight Thousand and No/100 United States
Dollars ($8,000.00), which shall be due and payable in full on the Effective Date, or any remaining portion thereof shall be due
and payable on the Effective Date if a portion of such fee was paid upon the execution of any term sheet related to this Agreement.


 


(c) Document
Review and Legal Fees. The Company agrees to pay to the Buyer or its counsel a document review and legal fee equal to Fifteen
Thousand and No/100 United States Dollars ($15,000.00), which shall be due and payable in full on the Effective Date, or any remaining
portion thereof shall be due and payable on the Effective Date if a portion of such fee was paid upon the execution of any term
sheet related to this Agreement. The Company also agrees to be responsible for the prompt payment of all legal fees and expenses
of the Company and its own counsel and other professionals incurred by the Company in connection with the negotiation and execution
of this Agreement and the Transaction Documents.


 




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(d) Other
Fees. The Company also agrees to pay to the Buyer (or any designee of the Buyer), upon demand, or to otherwise be responsible
for the payment of, any and all other costs, fees and expenses, including the reasonable fees, costs, expenses and disbursements
of counsel for the Buyer and of any experts and agents, which the Buyer may incur or which may otherwise be due and payable in
connection with: (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, subordination,
waiver or other modification or termination of this Agreement or any other Transaction Documents; (ii) any documentary stamp taxes,
intangibles taxes, recording fees, filing fees, or other similar taxes, fees or charges imposed by or due to any Governmental
Authority in connection with this Agreement or any other Transaction Documents; (iii) the exercise or enforcement of any of the
rights of the Buyer under this Agreement or the Transaction Documents; or (iv) the failure by the Company to perform or observe
any of the provisions of this Agreement or any of the Transaction Documents. Included in the foregoing shall be the amount of
all expenses paid or incurred by Buyer in consulting with counsel concerning any of its rights under this Agreement or any other
Transaction Document or under applicable law. To the extent any such costs, fees, charges, taxes or expenses are incurred prior
to the funding of proceeds from the Closing, same shall be paid directly from the proceeds of the Closing. All such costs and
expenses, if not so immediately paid when due or upon demand thereof, shall bear interest from the date of outlay until paid,
at the highest rate set forth in the Debenture, or if none is so stated, the highest rate allowed by law. All of such costs and
expenses shall be additional Obligations of the Company to Buyer secured under the Transaction Documents. The provisions of this
Subsection shall survive the termination of this Agreement.


 


7.5 Advisory
Fee.


 


(i) Share
Issuance. In consideration of advisory services provided by Buyer to the Company prior to the Effective Date, the Company
shall pay to the Buyer a fee by issuing to Buyer that number of shares of the Company’s Common Stock equal to a dollar amount
of Two Hundred Twenty-Three Thousand Five Hundred United States Dollars (US$223,500) (the “Share Value”). For
purposes of determining the number of shares issuable to Lender under this Section 7.5 (the “Advisory Fee Shares”),
the Company’s Common Stock shall be valued at price equal to the lowest volume weighted average price for the Common Stock
for the five (5) Business Days immediately prior to the Effective Date (the “Valuation Date”), as reported
by Bloomberg (the “VWAP”). Buyer shall confirm to the Company in writing, the VWAP for the Common Stock as
of the Valuation Date, and the corresponding number of Advisory Fee Shares issuable to Buyer based on such price. The Company
shall instruct its transfer agent to issue certificates representing the Advisory Fee Shares issuable to the Buyer immediately
upon the Company’s execution of this Agreement, and shall cause its transfer agent (the “Transfer Agent”)
to deliver such certificates to Buyer within three (3) Business Days from the Closing Date. In the event such certificates representing
the Advisory Fee Shares issuable hereunder shall not be delivered to the Buyer within said three (3) Business Day period, same
shall be an immediate default under this Agreement and the other Loan Documents. The Advisory Fee Shares, when issued, shall be
deemed to be validly issued, fully paid, and non-assessable shares of the Company’s Common Stock. The Advisory Fee Shares
shall be deemed fully earned as of the Closing Date, regardless of the amount or number of Revolving Loans made hereunder.


 




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(ii) Adjustments.
It is the intention of the Company and Buyer that the Buyer shall generate net proceeds from the sale of the Advisory Fee Shares
equal to the Share Value. The Buyer shall have the right to sell the Advisory Fee Shares in the Principal Trading Market or otherwise,
at any time in accordance with applicable securities laws. At any time the Buyer may elect, the Buyer may deliver to the Company
a reconciliation statement showing the net proceeds actually received by the Buyer from the sale of the Advisory Fee Shares (the
“Sale Reconciliation”). If, as of the date of the delivery by Buyer of the Sale Reconciliation, the Buyer has
not realized net proceeds from the sale of such Advisory Fee Shares equal to at least the Share Value, as shown on the Sale Reconciliation,
then the Company shall immediately take all required action necessary or required in order to cause the issuance of additional
shares of Common Stock to the Buyer in an amount sufficient such that, when sold and the net proceeds thereof are added to the
net proceeds from the sale of any of the previously issued and sold Advisory Fee Shares, the Buyer shall have received total net
funds equal to the Share Value. If additional shares of Common Stock are issued pursuant to the immediately preceding sentence,
and after the sale of such additional issued shares of Common Stock, the Buyer still has not received net proceeds equal to at
least the Share Value, then the Company shall again be required to immediately take all required action necessary or required
in order to cause the issuance of additional shares of Common Stock to the Buyer as contemplated above, and such additional issuances
shall continue until the Buyer has received net proceeds from the sale of such Common Stock equal to the Share Value. In the event
the Buyer receives net proceeds from the sale of Advisory Fee Shares equal to the Share Value, and the Buyer still has Advisory
Fee Shares remaining to be sold, the Buyer shall return all such remaining Advisory Fee Shares to the Company. In the event additional
Common Stock is required to be issued as outlined above, the Company shall instruct its Transfer Agent to issue certificates representing
such additional shares of Common Stock to the Buyer immediately subsequent to the Buyer’s notification to the Company that
additional shares of Common Stock are issuable hereunder, and the Company shall in any event cause its Transfer Agent to deliver
such certificates to Buyer within three (3) Business Days following the date Buyer notifies the Company that additional shares
of Common Stock are to be issued hereunder. In the event such certificates representing such additional shares of Common Stock
issuable hereunder shall not be delivered to the Buyer within said three (3) Business Day period, same shall be an immediate default
under this Agreement and the Loan Documents. Notwithstanding anything contained in this Section 7.5 to the contrary, the Company
shall have the right to redeem any Advisory Fee Shares then in the Buyer’s possession for an amount payable by the Company
to Buyer in cash equal to the Share Value, less any net cash proceeds received by the Buyer from any previous sales of Advisory
Fee Shares. Upon Buyer’s receipt of such cash payment in accordance with the immediately preceding sentence, the Buyer shall
return any then remaining Advisory Fee Shares in its possession back to the Company and otherwise undertake any required actions
reasonably requested by Company to have such then remaining Advisory Fee Shares returned to Company.


 




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(iii) Mandatory
Redemption. Notwithstanding anything contained in this Agreement to the contrary, in the event the Buyer has not realized
net proceeds from the sale of Advisory Fee Shares equal to at least the Share Value by the twelve month anniversary of the Closing
Date, then at any time thereafter, the Buyer shall have the right, upon written notice to the Company, to require that the Company
redeem all Advisory Fee Shares then in Buyer’s possession for cash equal to the Share Value, less any cash proceeds received
by the Buyer from any previous sales of Advisory Fee Shares, if any. In the event such redemption notice is given by the Buyer,
the Company shall redeem the then remaining Advisory Fee Shares in Buyer’s possession for an amount of Dollars equal to
the Share Value, less any cash proceeds received by the Buyer from any previous sales of Advisory Fee Shares, if any, payable
by wire transfer to an account designated by Buyer within five (5) Business Days from the date the Buyer delivers such redemption
notice to the Company.


 


7.6 Share
Reserve. The Company shall take all action reasonably necessary to at all times have authorized, and reserved for the purpose
of issuance, such number of shares of Common Stock as shall be necessary to effect the issuance of the Conversion Shares under
this Agreement or any other Transaction Documents (collectively, the “Share Reserve”). The Company represents
that it has sufficient authorized and unissued shares of Common Stock available to create the Share Reserve after considering
all other commitments that may require the issuance of Common Stock. The Company shall take all action reasonably necessary to
at all times have authorized, and reserved for the purpose of issuance, such number of shares of Common Stock as shall be necessary
to effect the full conversion of the Debentures that may be issuable hereunder. If upon the receipt of a conversion notice the
Share Reserve is insufficient to effect the full conversion of the Debentures that may be issuable hereunder, the Company shall
take all required measures to implement an increase of the Share Reserve accordingly within sixty (60) days of such notice. If
the Company does not have sufficient authorized and unissued shares of Common Stock available to increase the Share Reserve, the
Company shall call and hold a special meeting of the shareholders, for the sole purpose of increasing the number of shares authorized.
The Company’s management shall recommend to the shareholders to vote in favor of increasing the number of shares of Common
Stock authorized.


 


7.7 Subsidiaries.
Any Subsidiary which is formed or acquired or otherwise becomes a Subsidiary of the Company following the date hereof, within
ten (10) Business Days of such event, shall become an additional party hereto and guarantor of the Company’s Obligation
hereunder, and the Company shall take any and all actions necessary or advisable to cause said Subsidiary to execute a counterpart
to this Agreement and any and all other documents which the Buyer shall require. “Subsidiary” shall mean, respectively,
each and all such corporations, partnerships, limited partnerships, limited liability companies, limited liability partnerships
or other entities of which or in which a Person owns, directly or indirectly, fifty percent (50%) or more of: (i) the combined
voting power of all classes of stock/units having general voting power under ordinary circumstances to elect a majority of the
board of directors of such entity if a corporation; (ii) the management authority and capital interest or profits interest of
such entity, if a partnership, limited partnership, limited liability company, limited liability partnership, joint venture or
similar entity; or (iii) the beneficial interest of such entity, if a trust, association or other unincorporated organization.


 




    	31



    	 



    


 


ARTICLE
VIII


CONDITIONS
PRECEDENT TO THE COMPANY’S OBLIGATIONS TO SELL


 


The
obligation of the Company hereunder to issue and sell the Securities to the Buyer at the Closings is subject to the satisfaction,
at or before the respective Closing Dates, of each of the following conditions, provided that these conditions are for the Company’s
sole benefit and may be waived by the Company at any time in its sole discretion:


 


8.1 Buyer
shall have executed the Transaction Documents and delivered them to the Company.


 


8.2 The
representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as
of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date),
and the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the Closing Dates.


 


8.3 The
Company shall have received such certificates, confirmations, resolutions, acknowledgements or other documentation necessary or
advisable from all applicable Governmental Authorities, including, but not limited to, those located in the State of Nevada, as
the Company may require in order to evidence such Governmental Authorities’ approval of this Agreement, the Transaction
Documents and the purchase of the Debentures contemplated hereby.


 


ARTICLE
IX


CONDITIONS
PRECEDENT TO THE BUYER’S OBLIGATIONS TO PURCHASE


 


The
obligation of the Buyer hereunder to purchase the Debentures at the Closings is subject to the satisfaction, at or before each
applicable Closing Date, of each of the following conditions (in addition to any other conditions precedent elsewhere in this
Agreement), provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in
its sole discretion:


 


9.1 First
Closing. The obligation of the Buyer hereunder to purchase the Debentures at the First Closing is subject to the satisfaction,
at or before the First Closing Date, of each of the following conditions (in addition to any other conditions precedent elsewhere
in this Agreement), provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any
time in its sole discretion:


 


(a) The
Company, each Guarantor and/or the Chief Executive Officer (as applicable) shall have executed and delivered the Transaction Documents
applicable to the First Closing and delivered the same to the Buyer.


 




    	32



    	 



    


 


(b) The
representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any
of such representations and warranties are already qualified as to materiality in Article VI above, in which case, such representations
and warranties shall be true and correct in all respects without further qualification) as of the date when made and as of the
First Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and
the Company and each Guarantor shall have performed, satisfied and complied in all material respects with the covenants, agreements
and conditions required by this Agreement to be performed, satisfied or complied with by the Company and each Guarantor at or
prior to the First Closing Date.


 


(c) The
Buyer shall have issued an irrevocable issuance instruction letter and board resolution, authorizing the issuance of the Advisory
Fee Shares and irrevocably directing its Transfer Agent to issue and deliver the Advisory Fee Shares to Buyer or its designee.


 


(d) The
Buyer shall have received an opinion of counsel from counsel to the Company in a form satisfactory to the Buyer and its counsel.


 


(e) The
Buyer shall have received evidence in a form satisfactory to the Buyer that the Company has authorized the Buyer to publish such
press releases with respect to this Agreement and the instant transaction, including, but not limited to, a copy of an email delivered
to Marketwire.com by the Company whereby the Company authorizes the Buyer to use its name and, if applicable, stock symbol, in
connection with current or future press releases.


 


(f) The
Company and each Guarantor shall have executed and delivered to Buyer a closing certificate, certified as true, complete and correct
by an officer of the Company or Guarantor, in substance and form required by Buyer, which closing certificate shall include and
attach as exhibits: (i) a true copy of a certificate of good standing evidencing the formation and good standing of the Company
or Guarantor from the secretary of state (or comparable office) from the jurisdiction in which the Company is formed; (ii) the
Company’s or Guarantor’s Organizational Documents; (iii) copies of the resolutions of the board of directors of the
Company or Guarantor as adopted by the Company’s or Guarantor’s board of directors, in a form acceptable to Buyer;
and (iv) resolution of the Guarantor’s shareholders, approving and authorizing the execution, delivery and performance of
the Transaction Documents to which it is party and the transactions contemplated thereby, in a form acceptable to the Buyer.


 


(g)
No event shall have occurred which could reasonably be expected to have a Material Adverse Effect.


 


(h)
The Buyer shall have received copies of UCC search reports, issued by the Secretary of State of the state of incorporation or
residency, as applicable, of the Company and each Guarantor, dated such a date as is reasonably acceptable to Buyer, listing all
effective financing statements which name the Company and each Guarantor, under their present name and any previous names, as
debtors, together with copies of such financing statements.


 




    	33



    	 



    


 


(i)
The Company and each Guarantor shall have executed such other agreements, certificates, confirmations or resolutions as the Buyer
may require to consummate the transactions contemplated by this Agreement and the Transaction Documents, including a closing statement
and joint disbursement instructions as may be required by Buyer.


 


9.2 Additional
Closing. Provided the Buyer is to purchase additional Debentures in accordance with Section 4.4 at an Additional Closing,
the obligation of the Buyer hereunder to accept and purchase the Debentures at any Additional Closing is subject to the satisfaction,
at or before the Additional Closing Date, of each of the following conditions:


 


(a) The
Company and each Guarantor shall have executed the Transaction Documents applicable to the Additional Closing and delivered the
same to the Buyer.


 


(b) The
representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any
of such representations and warranties are already qualified as to materiality in Article VI above, in which case, such representations
and warranties shall be true and correct in all respects without further qualification) as of the date when made and as of the
Additional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date)
and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Additional Closing Date.


 


(c) No
event shall have occurred which could reasonably be expected to have a Material Adverse Effect.


 


(d) No
default or Event of Default shall have occurred and be continuing under this Agreement or any other Transaction Documents, and
no event shall have occurred that, with the passage of time, the giving of notice, or both, would constitute a default or an Event
of Default under this Agreement or any other Transaction Documents.


 


(e) The
Company and each Guarantor shall have executed such other agreements, certificates, confirmations or resolutions as the Buyer
may require to consummate the transactions contemplated by this Agreement and the Transaction Documents, including a closing statement
and joint disbursement instructions as may be required by Buyer.


 




    	34



    	 



    


 


ARTICLE
X


INDEMNIFICATION


 


10.1 Company’s
and the Guarantors’ Obligation to Indemnify. In consideration of the Buyer’s execution and delivery of this Agreement
and acquiring the Securities hereunder, and in addition to all of the Company’s and the Guarantors’ other obligations
under this Agreement, the Company and each Guarantor hereby agrees to defend and indemnify Buyer and its Affiliates and subsidiaries
and their respective directors, officers, employees, agents and representatives, and the successors and assigns of each of them
(collectively, the “Buyer Indemnified Parties”) and Company and each Guarantor does hereby agree to
hold the Buyer Indemnified Parties forever harmless, from and against any and all Claims made, brought or asserted against the
Buyer Indemnified Parties, or any one of them, and Company and each Guarantor hereby agrees to pay or reimburse the Buyer Indemnified
Parties for any and all Claims payable by any of the Buyer Indemnified Parties to any Person, including reasonable attorneys’
and paralegals’ fees and expenses, court costs, settlement amounts, costs of investigation and interest thereon from the
time such amounts are due at the highest non-usurious rate of interest permitted by applicable Law, through all negotiations,
mediations, arbitrations, trial and appellate levels, as a result of, or arising out of, or relating to: (i) any misrepresentation
or breach of any representation or warranty made by the Company and the Guarantors in this Agreement, the Transaction Documents
or any other certificate, instrument or document contemplated hereby or thereby; (ii) any breach of any covenant, agreement or
Obligation of the Company and the Guarantors contained in this Agreement, the Transaction Documents or any other certificate,
instrument or document contemplated hereby or thereby; or (iii) any Claims brought or made against the Buyer Indemnified Parties,
or any one of them, by a third party and arising out of or resulting from the execution, delivery, performance or enforcement
of this Agreement, the Transaction Documents or any other instrument, document or agreement executed pursuant hereto or thereto,
any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the
Debentures, or the status of the Buyer or holder of any of the Securities, as a buyer and holder of such Securities in the Company.
To the extent that the foregoing undertaking by the Company and the Guarantors may be unenforceable for any reason, the Company
and the Guarantors shall make the maximum contribution to the payment and satisfaction of each of the Claims covered hereby, which
is permissible under applicable Law.


 


ARTICLE
XI


MISCELLANEOUS


 


11.1 Notices.
All notices of request, demand and other communications hereunder shall be addressed to the parties as follows:


 


	If to the Company:	OSL
    Holdings, Inc. 
	 	1669
    Edgewood Road, Suite 214
	 	Yardley,
    PA 10967
	 	Attention:
    Robert Rothenberg 
	 	Telephone:
    (845) 363-6776
	 	Facsimile:
    (845) 363-6779
	 	E-Mail:
    bob@oslholdings.com



 

	With
    a copy to:	Legal
    & Compliance, LLC



 



    	35



    	 



    


 


	(which
    shall not constitute notice)	330
    Clematis Street, Suite 217
	 	West Palm Beach,
    FL 33401
	 	Attention:
    Laura Anthony, Esq.
	 	Telephone:
    (561) 515-0936
	 	Facsimile:
    (561) 514-0832
	 	E-Mail: lanthony@legalandcompliance.com
    



 

	If to the Buyer:	TCA
    Global Credit Master Fund, LP 
	 	3960
    Howard Hughes Parkway, Suite 500
	 	Las
    Vegas, NV 89169
	 	Attn:
    Mr. Robert Press
	 	Telephone:
    (702) 990-3752
	 	Facsimile: (973)
    807-1813
	 	E-Mail:
    bpress@tcaglobalfund.com



 

	With a copy to:	Lucosky
    Brookman LLP
	(which
    shall not constitute notice)	101
    Wood Avenue South, 5th Floor 
	 	Woodbridge,
    NJ 08830
	 	Attn:
    Seth A. Brookman, Esq. 
	 	Telephone:
    (732) 395-4400
	 	Facsimile:
    (732) 395-4401
	 	E-Mail:
    sbrookman@lucbro.com



 

unless
the address is changed by the party by like notice given to the other parties. Notice shall be in writing and shall be deemed
delivered: (i) if mailed by certified mail, return receipt requested, postage prepaid and properly addressed to the address below,
then three (3) business days after deposit of same in a regularly maintained U.S. Mail receptacle; or (ii) if mailed by Federal
Express, UPS or other nationally recognized overnight courier service, next business morning delivery, then one (1) business day
after deposit of same in a regularly maintained receptacle of such overnight courier; or (iii) if hand delivered, then upon hand
delivery thereof to the address indicated on or prior to 5:00 p.m., EST, on a business day. Any notice hand delivered after 5:00
p.m., EST, shall be deemed delivered on the following business day. Notwithstanding the foregoing, notice, consents, waivers or
other communications referred to in this Agreement may be sent by facsimile, e-mail, or other method of delivery, but shall be
deemed to have been delivered only when the sending party has confirmed (by reply e-mail or some other form of written confirmation
from the receiving party) that the notice has been received by the other party.


 


11.2 Obligations
Absolute. None of the following shall affect the Obligations of the Company and the Guarantors to Buyer under this Agreement,
Buyer’s rights with respect to the Collateral or any other Transaction Documents:


 


(a) acceptance
or retention by Buyer of other property or any interest in property as security for the Obligations;


 


(b) release
by Buyer of all or any part of the Collateral or of any party liable with respect to the Obligations (other than Company and the
Guarantors);


 




    	36



    	 



    


 


(c) release,
extension, renewal, modification or substitution by Buyer of the debentures or any other Transaction Documents; or


 


(d) failure
of Buyer to resort to any other security or to pursue the Company or any other obligor liable for any of the Obligations of the
Company and the Guarantors hereunder before resorting to remedies against the Collateral.


 


11.3 Entire
Agreement. This Agreement and the other Transaction Documents: (i) are valid, binding and enforceable against the Company,
the Guarantors and Buyer in accordance with its provisions and no conditions exist as to their legal effectiveness; (ii) constitute
the entire agreement between the parties; and (iii) are the final expression of the intentions of the Company, the Guarantors
and Buyer. No promises, either expressed or implied, exist between the Company, the Guarantors and Buyer, unless contained herein
or in the Transaction Documents. This Agreement and the Transaction Documents supersede all negotiations, representations, warranties,
commitments, offers, contracts (of any kind or nature, whether oral or written) prior to or contemporaneous with the execution
hereof.


 


11.4 Amendments;
Waivers. No amendment, modification, termination, discharge or waiver of any provision of this Agreement or of the Transaction
Documents, or consent to any departure by the Company or the Guarantors therefrom, shall in any event be effective unless the
same shall be in writing and signed by Buyer, and then such waiver or consent shall be effective only for the specific purpose
for which given.


 


11.5 WAIVER
OF JURY TRIAL. BUYER, THE COMPANY AND THE GUARANTORS, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL,
EACH KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES, IRREVOCABLY, THE RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING
BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, ANY TRANSACTION DOCUMENT OR ANY OF THE OBLIGATIONS
HEREUNDER, THE COLLATERAL, OR ANY OTHER AGREEMENT EXECUTED OR CONTEMPLATED TO BE EXECUTED IN CONJUNCTION WITH THIS AGREEMENT,
OR ANY COURSE OF CONDUCT OR COURSE OF DEALING IN WHICH BUYER AND THE COMPANY AND/OR THE GUARNATORS ARE ADVERSE PARTIES. THIS PROVISION
IS A MATERIAL INDUCEMENT FOR BUYER PURCHASING THE DEBENTURES.


 


11.6 MANDATORY
FORUM SELECTION. TO INDUCE BUYER TO PURCHASE THE DEBENTURES, THE COMPANY AND THE GUARANTORS IRREVOCABLY AGREE THAT ANY DISPUTE
ARISING UNDER, RELATING TO, OR IN CONNECTION WITH, DIRECTLY OR INDIRECTLY, THIS AGREEMENT OR RELATED TO ANY MATTER WHICH IS THE
SUBJECT OF OR INCIDENTAL TO THIS AGREEMENT ANY OTHER TRANSACTION DOCUMENT (WHETHER OR NOT SUCH CLAIM IS BASED UPON BREACH OF CONTRACT
OR TORT) SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE STATE AND/OR FEDERAL COURTS LOCATED IN BROWARD COUNTY,
FLORIDA. THIS PROVISION IS INTENDED TO BE A “MANDATORY” FORUM SELECTION CLAUSE AND GOVERNED BY AND INTERPRETED CONSISTENT
WITH FLORIDA LAW. THE COMPANY AND THE GUARANTORS HEREBY CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE OF ANY STATE OR FEDERAL
COURT HAVING ITS SITUS IN SAID JURISDICTION, AND WAIVE ANY OBJECTION BASED ON FORUM NON CONVENIENS. THE COMPANY AND THE GUARNATOR
HEREBY WAIVE PERSONAL SERVICE OF ANY AND ALL PROCESS AND CONSENT THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY CERTIFIED MAIL,
RETURN RECEIPT REQUESTED, DIRECTED TO THE COMPANY AS SET FORTH HEREIN IN THE MANNER PROVIDED BY APPLICABLE STATUTE, LAW, RULE
OF COURT OR OTHERWISE.


 




    	37



    	 



    


 


11.7 Assignability.
Buyer may at any time assign Buyer’s rights in this Agreement, the Debentures, any Transaction Document, or any part thereof
and transfer Buyer’s rights in any or all of the Collateral, and Buyer thereafter shall be relieved from all liability with
respect to such Collateral. In addition, Buyer may at any time sell one or more participations in the Debentures. The Company
and the Guarantors may not sell or assign this Agreement, any Transaction Document or any other agreement with Buyer, or any portion
thereof, either voluntarily or by operation of law, nor delegate any of its duties of obligations hereunder or thereunder, without
the prior written consent of Buyer, which consent may be withheld or conditioned in Buyer’s sole and absolute discretion.
This Agreement shall be binding upon Buyer, the Guarantors and the Company and their respective legal representatives, successors
and permitted assigns. All references herein to a Company or the Guarantor shall be deemed to include any successors, whether
immediate or remote. In the case of a joint venture or partnership, the term “Company”, or “Guarantor”
shall be deemed to include all joint venturers or partners thereof, who shall be jointly and severally liable hereunder.


 


11.8 Publicity.
Buyer shall have the right to approve, before issuance, any press release or any other public statement with respect to the transactions
contemplated hereby made by the Company; provided, however, that the Company shall be entitled, without the prior approval of
Buyer, to issue any press release or other public disclosure with respect to such transactions required under applicable securities
or other laws or regulations. Notwithstanding the foregoing, the Company shall use its best efforts to consult Buyer in connection
with any such press release or other public disclosure prior to its release and Buyer shall be provided with a copy thereof upon
release thereof. Buyer shall have the right to make any press release with respect to the transactions contemplated hereby without
Company’s approval. In addition, with respect to any press release to be made by Buyer, the Company hereby authorizes and
grants blanket permission to Buyer to include the Company’s stock symbol, if any, in any press releases. The Company shall,
promptly upon request, execute any additional documents of authority or permission as may be requested by Buyer in connection
with any such press releases.


 


11.9 Binding
Effect. This Agreement shall become effective upon execution by the Company, the Guarantors and Buyer.


 




    	38



    	 



    


 


11.10 Governing
Law. Except in the case of the Mandatory Forum Selection Clause in Section 11.6 above, which clause shall be governed
and interpreted in accordance with Florida law, this Agreement and all other Transaction Documents shall be delivered and accepted
in and shall be deemed to be contracts made under and governed by the internal laws of the State of Nevada, and for all purposes
shall be construed in accordance with the laws of such State, without giving effect to the choice of law provisions of such State.


 


11.11 Enforceability.
Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement shall be prohibited by, unenforceable or invalid under any jurisdiction, such provision
shall as to such jurisdiction, be severable and be ineffective to the extent of such prohibition or invalidity, without invalidating
the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.


 


11.12 Survival
of Company’s and the Guarantors’ Representations. All covenants, agreements, representations and warranties made
by the Company and the Guarantors herein shall, notwithstanding any investigation by Buyer, be deemed material and relied upon
by Buyer and shall survive the making and execution of this Agreement and the Transaction Documents and the sale and purchase
of the Debentures, and shall be deemed to be continuing representations and warranties until such time as the Company and the
Guarantors have fulfilled all of its Obligations to Buyer hereunder and under all other Transaction Documents, and Buyer has been
indefeasibly paid in full.


 


11.13 Time
of Essence. Time is of the essence in making payments of all amounts due Buyer under this Agreement and the other Transaction
Documents and in the performance and observance by the Company and the Guarantors of each covenant, agreement, provision and term
of this Agreement and the other Transaction Documents. The parties agree that in the event that any date on which performance
is to occur falls on a day other than a Business Day, then the time for such performance shall be extended until the next Business
Day thereafter occurring.


 


11.14 Release.
In consideration of the mutual promises and covenants made herein, and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Company and the Guarantors hereby
agree to fully, finally and forever release and forever discharge and covenant not to sue Buyer, and/or any other Buyer Indemnified
Parties from any and all Claims, debts, fees, attorneys’ fees, liens, costs, expenses, damages, sums of money, accounts,
bonds, bills, covenants, promises, judgments, charges, demands, causes of action, suits, Proceedings, liabilities, expenses, Obligations
or Contracts of any kind whatsoever, whether in law or in equity, whether asserted or unasserted, whether known or unknown, fixed
or contingent, under statute or otherwise, from the beginning of time through the Effective Date, including, without limiting
the generality of the foregoing, any and all Claims relating to or arising out of any financing transactions, credit facilities,
debentures, security agreements, and other agreements including each of the Transaction Documents, entered into by the Company
and the Guarantors with Buyer and any and all Claims that the Company and the Guarantors do not know or suspect to exist, whether
through ignorance, oversight, error, negligence, or otherwise, and which, if known, would materially affect their decision to
enter into this Agreement or the related Transaction Documents.


 




    	39



    	 



    


 


11.15 Interpretation.
If any provision in this Agreement requires judicial or similar interpretation, the judicial or other such body interpreting
or construing such provision shall not apply the assumption that the terms hereof shall be more strictly construed against one
party because of the rule that an instrument must be construed more strictly against the party which itself or through its agents
prepared the same. The parties hereby agree that all parties and their agents have participated in the preparation hereof equally.


 


11.16 Compliance
with Federal Law. The Company shall: (i) ensure that no Person who owns a controlling interest in or otherwise controls the
Company is or shall be listed on the Specially Designated Nationals and Blocked Person List or other similar lists maintained
by the Office of Foreign Assets Control (“OFAC”), the Department of the Treasury, included in any Executive
Orders or any other similar lists from any Governmental Authority, foreign or national; (ii) not use or permit the use of the
proceeds of the Debentures to violate any of the foreign asset control regulations of OFAC or any enabling statute or Executive
Order relating thereto, or any other similar national or foreign governmental regulations; and (iii) comply with all applicable
Lender Secrecy Act laws and regulations, as amended. As required by federal law and Buyer’s policies and practices, Buyer
may need to obtain, verify and record certain customer identification information and documentation in connection with opening
or maintaining accounts or establishing or continuing to provide services.


 


11.17 Termination.
Upon payment in full of all outstanding Debentures purchased hereunder, together with all other charges, fees and costs due
and payable under this Agreement or under any of the Transaction Documents, the Company shall have the right to terminate this
Agreement upon written notice to the Buyer. The parties agree that the amount payable to pursuant to this Section 11.17
is a reasonable calculation of Buyer’s lost profits in view of the difficulties and impracticality of determining actual
damages resulting from an early termination of this Agreement.


 


11.18 Gender
and Use of Singular and Plural. All pronouns shall be deemed to refer to the masculine, feminine, neuter, singular or plural,
as the identity of the party or parties or their personal representatives, successors and assigns may require.


 


11.19 Execution.
This Agreement may be executed in one or more counterparts, all of which taken together shall be deemed and considered one and
the same Agreement, and same shall become effective when counterparts have been signed by each party and each party has delivered
its signed counterpart to the other party. In the event that any signature is delivered by facsimile transmission or by e-mail
delivery of a “.pdf’ format file or other similar format file, such signature shall be deemed an original for all
purposes and shall create a valid and binding obligation of the party executing same with the same force and effect as if such
facsimile or “.pdf’ signature page was an original thereof.


 


11.20 Headings.
The article and section headings contained in this Agreement are inserted for convenience only and shall not affect in any way
the meaning or interpretation of the Agreement.


 


11.21 Further
Assurances. The Company and the Guarantors will execute and deliver such further instruments and do such further acts and
things as may be reasonably required by Buyer to carry out the intent and purposes of this Agreement.


 


11.22 No
Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted
successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.


 


[signature
pages follow]


 






    	40



    	 



    

 



IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be executed as of the date and year set forth above.


 


COMPANY:


 


OSL HOLDINGS,
INC.


 


	By:	/s/
    Robert H. Rothenberg, Jr.	 
	Name:	 Robert
    H. Rothenberg, Jr.	 
	Title:	Chief Executive
    Officer	 


 


BUYER:


 


TCA GLOBAL
CREDIT MASTER FUND, LP


 





	By:	TCA Global Credit Master Fund GP, Ltd.	 
	Its: 	General Partner	 



 


	By:	/s/
    Robert Press	 
	Name:	Robert Press	 
	Title:	Managing Director	 



 



    	41



    	 



    


 


CONSENT
AND AGREEMENT


 


The
undersigned, referred to in the foregoing securities purchase agreement as a guarantor, hereby consents and agrees to said securities
purchase agreement and to the payment of the amounts contemplated therein, documents contemplated thereby and to the provisions
contained therein relating to conditions to be fulfilled and obligations to be performed by it pursuant to or in connection with
said securities purchase agreement to the same extent as if the undersigned were a party to said securities purchase agreement.


 


GUARANTOR:


 


OFFICE
SUPPLY LINE, INC.


 


	By:	/s/
    Mordecai E. Feder	 
	Name:	Mordecai E.
    Feder	 
	Title:	President	 


 


OSL DIVERSITY
MARKETPLACE, INC.


 


	By:	/s/
    Mordecai E. Feder	 
	Name:	Mordecai E.
    Feder	 
	Title:	President	 


 


OSL REWARDS
CORPORATION


 


	By:	/s/
    Mordecai E. Feder	 
	Name:	Mordecai E. Feder	 
	Title:	President	 


 


GO GREEN
HYDROPONICS INC.


 


	By:	/s/
    Mordecai E. Feder	 
	Name:	Mordecai E. Feder	 
	Title:	President 	 



 



    	42



    	 



    


 


EXHIBIT
A


 


FORM
OF DEBENTURE


 




    	43



    	 



    


 


EXHIBIT
B


 


FORM
OF SECURITY AGREEMENT


 




    	44



    	 



    


 


EXHIBIT
C


 


FORM
OF GUARANTEE


 




    	45



    	 



    


 


EXHIBIT
D


 


FORM
OF PLEDGE AGREEMENT


 




    	46



    	 



    


 


EXHIBIT
E


 


FORM
OF COMPLIANCE CERTIFICATE


 




    	47



    	 



    


 


EXHIBIT
F


 


FORM
OF IRREVOCABLE TRANSFER AGENT INSTRUCTION LETTER


 




    	48



    	 



    


 


EXHIBIT
G


 


FORM
OF USE OF PROCEEDS CONFIRMATION


 




    	49



    	 



    


 


EXHIBIT
H


 


FORM
OF VALIDITY CERTIFICATE



    	50



    	 



    







 


SCHEDULE
6.1


 


SUBSIDIARIES


 


Office Supply
Line, Inc.


OSL Diversity
Marketplace, Inc.


OSL Rewards
Corporation


Go Green
Hydroponics Inc.


 




    	51



    	 



    


 


SCHEDULE
6.12


 


REAL
PROPERTY


 


None


 




    	52



    	 



    


 


SCHEDULE
6.21


 


BANK
ACCOUNTS; BUSINESS LOCATIONS


 


Bank: Investor
Bank


 


Account
Name: OSL Holdings, Inc.


 


Routing
Number: 221272031


 


Account
Number: 4399903477


 


Authorized
Signatories: Robert H. Rothenberg, Eli Feder, Tom D’Orazio, and Rosina Hirsh


 


BUSINESS
LOCATIONS:


 


1669 Edgewood
Road, Suite 214


Yardley,
PA 19067


 


668 Stony
Hill Road, Suite 32C


Yardley,
PA 19067


 


668 Stony
Hill Road, Suite 32B


Yardley,
PA 19067


 


668 Stony
Hill Road, Suite 32A


Yardley,
PA 19067


 


15721 Ventura
Blvd.


Encino,
CA 91436


 




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