EXHIBIT 10.2



 


GUARANTY AGREEMENT


 


This
GUARANTY AGREEMENT is dated as of October 20, 2014 (as amended, restated or modified from time to time, the “Guaranty”),
and is made by [_____], a corporation incorporated under the laws of the State of [_____] (the “Guarantor”),
in favor of TCA GLOBAL CREDIT MASTER FUND, LP, a limited partnership organized and existing under the laws of the Cayman Islands
(the “Buyer”).


 


WHEREAS,
pursuant to a Securities Purchase Agreement dated of even date herewith (the “Purchase Agreement”) by and between
OSL Holdings, Inc., a corporation incorporated under the laws of the State of Nevada (the “Company”), and the
Buyer, the Company has agreed to issue to the Buyer and the Buyer has agreed to purchase from Company certain senior secured,
convertible, redeemable debentures (the “Debentures”), as more specifically set forth in the Purchase Agreement;
and


 


WHEREAS,
in order to induce Buyer to purchase the Debentures, and with full knowledge that Buyer would not purchase the Debentures without
this Guaranty, Guarantor has agreed to execute and deliver this Guaranty to Buyer, for the benefit of Buyer, as security for the
Liabilities and Obligations; and


 


WHEREAS,
Guarantor is a subsidiary of the Company and will significantly benefit from Buyer’s purchase of the Debentures from the
Company;


 


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


 


1.LIABILITIES
GUARANTEED


 


Guarantor
hereby guarantees and becomes surety to Buyer for the full, prompt and unconditional payment of the Liabilities and payment and
performance of the Obligations, when and as the same shall become due, whether at the stated maturity date, by acceleration or
otherwise, and the full, prompt and unconditional performance of each term and condition to be performed by Company under the
Debentures and the other Transaction Documents. This Guaranty is a primary obligation of Guarantor and shall be a continuing inexhaustible
Guaranty. This is a guaranty of payment and not of collection. Buyer may require Guarantor to pay and perform its liabilities
and obligations under this Guaranty and may proceed immediately against Guarantor without being required to bring any proceeding
or take any action against Company or any other Person prior thereto; the liability of Guarantor hereunder being independent of
and separate from the liability of Company, any other guarantor, any other Person, and the availability of other collateral security
for the Debentures and the other Transaction Documents.


 




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2.DEFINITIONS


 


All
capitalized terms used in this Guaranty that are defined in the Purchase Agreement shall have the meanings assigned to them in
the Purchase Agreement, unless the context of this Guaranty requires otherwise.


 


3.REPRESENTATIONS
AND WARRANTIES. Guarantor represents and warrants to Buyer as follows:


 


3.1.Organization,
Powers. Guarantor: (i) is a corporation, duly incorporated, validly existing and in good standing under the laws of the State
of Nevada; (ii) has the power and authority to own its properties and assets and to carry on its business as now being conducted
and as now contemplated; and (iii) has the power and authority to execute, deliver and perform (and the officer or manager executing
this Guaranty on behalf of Guarantor has been duly authorized to so act and execute this Guaranty on behalf of the Guarantor),
and by all necessary action has authorized the execution, delivery and performance of, all of its obligations under this Guaranty
and any other Loan Documents to which it is a party.


 


3.2.Execution
of Guaranty. This Guaranty, and each other Transaction Document to which Guarantor is a party, have been duly executed and
delivered by Guarantor. Execution, delivery and performance of this Guaranty and each other Transaction Document to which Guarantor
is a party will not: (i) violate any provision of any law, rule or regulation, any judgment, order, writ, decree or other instrument
of any governmental authority, or any provision of any contract or other instrument to which Guarantor is a party or by which
Guarantor or any of its properties or assets are bound; (ii) result in the creation or imposition of any lien, claim or encumbrance
of any nature, other than the liens created by the Transaction Documents; and (iii) require any consent from, exemption of, or
filing or registration with, any governmental authority or any other Person, other than any filings in connection with the liens
created by the Transaction Documents.


 


3.3.Obligations
of Guarantor. This Guaranty and each other Transaction Document to which Guarantor is a party are the legal, valid and binding
obligations of Guarantor, enforceable against Guarantor in accordance with their terms, except as the same may be limited by bankruptcy,
insolvency, reorganization or other laws relating to or affecting the enforcement of creditors’ rights generally or by equitable
principles which may affect the availability of specific performance and other equitable remedies. The purchase of the Debenture
by Buyer and the assumption by Guarantor of its obligations hereunder and under any other Transaction Document to which Guarantor
is a party will result in material benefits to Guarantor. This Guaranty was entered into by Guarantor for commercial purposes.


 


3.4.Litigation.
There is no demand, claim, suit, action, litigation, investigation, audit, study, arbitration, administrative hearing, or any
other proceeding of any nature whatsoever at law or in equity or by or before any governmental authority now pending or, to the
knowledge of Guarantor, threatened, against or affecting Guarantor or any of its properties, assets or rights which, if adversely
determined, would materially impair or affect: (i) the value of any collateral securing the Liabilities; (ii) Guarantor’s
right to carry on its business substantially as now conducted (and as now contemplated); (iii) Guarantor’s financial condition;
or (iv) Guarantor’s capacity to consummate and perform its obligations under this Guaranty or any other Transaction Document
to which Guarantor is a party. 


 




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3.5.No
Defaults. Guarantor is not in default beyond the expiration of any applicable grace or cure periods, in the performance, observance
or fulfillment of any of the obligations, covenants or conditions contained herein or in any contract or other instrument to which
Guarantor is a party or by which Guarantor or any of its properties or assets are bound.


 


3.6.No
Untrue Statements. To the knowledge of Guarantor, no Transaction Document or other document, certificate or statement furnished
to Buyer by or on behalf of Company or Guarantor contains any untrue statement of a material fact or omits to state a material
fact necessary in order to make the statements contained herein and therein not misleading. Guarantor acknowledges that all such
statements, representations and warranties shall be deemed to have been relied upon by Buyer as an inducement to purchase the
Debentures.


 


4.NO
LIMITATION OF LIABILITY


 


4.1.Guarantor
acknowledges that the obligations undertaken herein involve the guaranty of obligations of a Person other than Guarantor and,
in full recognition of that fact, Guarantor consents and agrees that Buyer may, at any time and from time to time, without notice
or demand, and without affecting the enforceability or continuing effectiveness of this Guaranty: (i) change the manner, place
or terms of payment of (including, without limitation, any increase or decrease in the principal amount of the Liabilities or
the interest rate), and/or change or extend the time for payment of, or renew, supplement or modify, any of the Liabilities, any
security therefor, or any of the Transaction Documents evidencing same, and the Guaranty herein made shall apply to the Liabilities
and the Transaction Documents as so changed, extended, renewed, supplemented or modified; (ii) sell, exchange, release, surrender,
realize upon or otherwise deal with in any manner and in any order, any property securing the Liabilities; (iii) supplement, modify,
amend or waive, or enter into or give any agreement, approval, waiver or consent with respect to, any of the Liabilities, or any
part thereof, or any of the Transaction Documents, or any additional security or guaranties, or any condition, covenant, default,
remedy, right, representation or term thereof or thereunder; (iv) exercise or refrain from exercising any rights against Company
or other Persons (including Guarantor) or against any security for the Liabilities; (v) accept new or additional instruments,
documents or agreements in exchange for or relative to any of the Transaction Documents or the Liabilities, or any part thereof;
(vi) accept partial payments on the Liabilities; (vii) receive and hold additional security or guaranties for the Liabilities,
or any part thereof; (viii) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute,
transfer and/or enforce any security or guaranties, and apply any security and direct the order or manner of sale thereof as Buyer,
in its sole and absolute discretion, may determine; (ix) add, release, settle, modify or discharge the obligation of any maker,
endorser, guarantor, surety, obligor or any other Person who is in any way obligated for any of the Liabilities, or any part thereof;
(x) settle or compromise any Liabilities, whether in a Proceeding or not, and whether voluntarily or involuntarily, dispose of
any security therefor (with or without consideration and in whatever manner Buyer deems appropriate), and subordinate the payment
of any of the Liabilities, whether or not due, to the payment of liabilities owing to creditors of Company other than Buyer and
Guarantor; (xi) consent to the merger, change or any other restructuring or termination of the corporate existence of Company
or any other Person, and correspondingly restructure the Liabilities, and any such merger, change, restructuring or termination
shall not affect the liability of Guarantor or the continuing effectiveness hereof, or the enforceability hereof with respect
to all or any part of the Liabilities; (xii) apply any sums it receives, by whomever paid or however realized, to any of the Liabilities
and/or (xiii) take any other action which might constitute a defense available to, or a discharge of, Company or any other Person
(including Guarantor) in respect of the Liabilities.


 




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4.2.The
invalidity, irregularity or unenforceability of all or any part of the Liabilities or any Transaction Document, or the impairment
or loss of any security therefor, whether caused by any action or inaction of Buyer, or otherwise, shall not affect, impair or
be a defense to Guarantor’s obligations under this Guaranty.


 


4.3.Upon
the occurrence and during the continuance of any Event of Default, Buyer may enforce this Guaranty independently of any other
remedy, guaranty or security Buyer at any time may have or hold in connection with the Liabilities, and it shall not be necessary
for Buyer to marshal assets in favor of Company, any other guarantor of the Liabilities or any other Person or to proceed upon
or against and/or exhaust any security or remedy before proceeding to enforce this Guaranty. Guarantor expressly waives any right
to require Buyer to marshal assets in favor of Company or any other Person, or to proceed against Company or any other guarantor
of the Liabilities or any collateral provided by any Person, and agrees that Buyer may proceed against any obligor (including
Guarantor) and/or the collateral in such order as Buyer shall determine in its sole and absolute discretion. Buyer may file a
separate action or actions against Guarantor, whether action is brought or prosecuted with respect to any security or against
any other Person, or whether any other Person is joined in any such action or actions. Guarantor agrees that Buyer and Company
may deal with each other in connection with the Liabilities or otherwise, or alter any contracts or agreements now or hereafter
existing between them, in any manner whatsoever, all without in any way altering or affecting the security of this Guaranty.


 


4.4.Guarantor
expressly waives, to the fullest extent permitted by applicable law, any and all defenses which Guarantor shall or may have as
of the date hereof arising or asserted by reason of: (i) any disability or other defense of Company, or any other guarantor for
the Liabilities, with respect to the Liabilities; (ii) the unenforceability or invalidity of any security for or guaranty of the
Liabilities or the lack of perfection or continuing perfection or failure of priority of any security for the Liabilities; (iii)
the cessation for any cause whatsoever of the liability of Company, or any other guarantor of the Liabilities (other than by reason
of the full payment and performance of all Liabilities (other than contingent indemnification obligations)); (iv) any failure
of Buyer to marshal assets in favor of Company or any other Person; (v) any failure of Buyer to give notice of sale or other disposition
of collateral to Company or any other Person or any defect in any notice that may be given in connection with any sale or disposition
of collateral; (vi) any failure of Buyer to comply with applicable laws in connection with the sale or other disposition of any
collateral or other security for any Liabilities, including, without limitation, any failure of Buyer to conduct a commercially
reasonable sale or other disposition of any collateral or other security for any Liabilities; (vii) any act or omission of Buyer
or others that directly or indirectly results in or aids the discharge or release of Company or any other guarantor of the Liabilities,
or of any security or guaranty therefor by operation of law or otherwise; (viii) any law which provides that the obligation of
a surety or guarantor must neither be larger in amount or in other respects more burdensome than that of the principal or which
reduces a surety’s or guarantor’s obligation in proportion to the principal obligation; (ix) any failure of Buyer
to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person; (x) the election by Buyer, in any
bankruptcy proceeding of any Person, of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy
Code; (xi) any extension of credit or the grant of any lien under Section 364 of the United States Bankruptcy Code; (xii) any
use of collateral under Section 363 of the United States Bankruptcy Code; (xiii) any agreement or stipulation with respect to
the provision of adequate protection in any bankruptcy proceeding of any Person; (xiv) the avoidance of any lien or security interest
in favor of Buyer for any reason; (xv) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation
or dissolution proceeding commenced by or against any Person, including without limitation any discharge of, or bar or stay against
collecting, all or any of the Liabilities (or any interest thereon) in or as a result of any such proceeding; or (xvi) any action
taken by Buyer that is authorized by this Section or any other provision of any Transaction Document. Guarantor expressly waives
all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance,
protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect
to the Liabilities, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional
Liabilities.


 




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4.5.This
is a continuing guaranty and shall remain in full force and effect as to all of the Liabilities until such date as all amounts
owing by Company to Buyer shall have been paid in full in cash and all obligations of Company with respect to any of the Liabilities
shall have terminated or expired (other than contingent indemnification obligations) (such date is referred to herein as the “Termination
Date”).


 


5.LIMITATION
ON SUBROGATION 


 


Until
the Termination Date, Guarantor waives any present or future right to which Guarantor is or may become entitled to be subrogated
to Buyer’s rights against Company or to seek contribution, reimbursement, indemnification, payment or the like, or participation
in any claim, right or remedy of Buyer against Company or any security which Buyer now has or hereafter acquires, whether or not
such claim, right or remedy arises under contract, in equity, by statute, under common law or otherwise. If, notwithstanding such
waiver, any funds or property shall be paid or transferred to Guarantor on account of such subrogation, contribution, reimbursement,
or indemnification at any time when all of the Liabilities have not been paid in full, Guarantor shall hold such funds or property
in trust for Buyer and shall forthwith pay over to Buyer such funds and/or property to be applied by Buyer to the Liabilities.


 


6.COVENANTS


 


6.1.Financial
Statements; Compliance Certificate. No later than ten (10) days after written request therefore from Buyer, Guarantor shall
deliver to Buyer: (a) financial statements disclosing all of Guarantor’s assets, liabilities, net worth, income and contingent
liabilities, all in reasonable detail and in form acceptable to Buyer, signed by Guarantor, and certified by Guarantor to Buyer
to be true, correct and complete in all material respects; (b) complete copies of federal tax returns, including all schedules,
each of which shall be signed and certified by Guarantor to be true and complete copies of such returns; and (c) such other information
respecting the Guarantor as Buyer may from time to time reasonably request.


 




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6.2.Subordination
of Other Debts. Guarantor hereby: (a) subordinates the obligations now or hereafter owed by Company to Guarantor (“Subordinated
Debt”) to any and all obligations of Company to Buyer now or hereafter existing while this Guaranty is in effect, and
hereby agrees that Guarantor will not request or accept payment of or any security for any part of the Subordinated Debt, and
any proceeds of the Subordinated Debt paid to Guarantor, through error or otherwise, shall immediately be forwarded to Buyer by
Guarantor, properly endorsed to the order of Buyer, to apply to the Liabilities.


 


6.3.Security
for Guaranty. All of Guarantor’s obligations and liability evidenced by this Guaranty is also secured by all of the
Collateral of the Guarantor pursuant to that certain Security Agreement by and between the Guarantor and Buyer made of even date
herewith (the “Security Agreement”). All of the agreements, conditions, covenants, provisions, representations,
warranties and stipulations contained in the Security Agreement or any other Transaction Documents to which Guarantor is a party
which are to be kept and performed by the Guarantor are hereby made a part of this Guaranty to the same extent and with the same
force and effect as if they were fully set forth herein, and the Guarantor covenants and agrees to keep and perform them, or cause
them to be kept or performed, strictly in accordance with their terms.


 


7.EVENTS
OF DEFAULT


 


Each
of the Events of Default in the Purchase Agreement shall constitute an Event of Default hereunder.


 


8.REMEDIES.


 


8.1.Upon
an Event of Default, as provided in the Purchase Agreement, all liabilities and obligations of Guarantor hereunder shall become
immediately due and payable without demand or notice and, in addition to any other remedies provided by law or in equity, Buyer
may:


 


8.1.1.Enforce
the obligations of Guarantor under this Guaranty.


 


8.1.2.To
the extent not prohibited by and in addition to any other remedy provided by law or equity, setoff against any of the Liabilities
any sum owed by Buyer in any capacity to Guarantor whether due or not. 


 


8.1.3.Perform
any covenant or agreement of Guarantor in default hereunder (but without obligation to do so) and in that regard pay such money
as may be required or as Buyer may reasonably deem expedient. Any costs, expenses or fees, including reasonable attorneys’
fees and costs, incurred by Buyer in connection with the foregoing shall be included in the Liabilities guaranteed hereby, and
shall be due and payable on demand, together with interest at the highest non-usurious rate permitted by applicable law, such
interest to be calculated from the date of such advance to the date of repayment thereof. Any such action by Buyer shall not be
deemed to be a waiver or release of Guarantor hereunder and shall be without prejudice to any other right or remedy of Buyer.


 




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8.2.Settlement
of any claim by Buyer against Company, whether in any Proceeding or not, and whether voluntary or involuntary, shall not reduce
the amount due under the terms of this Guaranty, except to the extent of the amount actually paid by Company or any other obligated
Person and legally retained by Buyer in connection with the settlement (unless otherwise provided for herein).


 


9.MISCELLANEOUS.


 


9.1.Disclosure
of Financial Information. Buyer is hereby authorized to disclose any financial or other information about Guarantor to any
governmental authority having jurisdiction over Buyer or to any present, future or prospective participant or successor in interest
in the Debentures. The information provided may include, without limitation, amounts, terms, balances, payment history, return
item history and any financial or other information about Guarantor.


 


9.2.Remedies
Cumulative. The rights and remedies of Buyer, as provided herein and in any other Transaction Document, shall be cumulative
and concurrent, may be pursued separately, successively or together, may be exercised as often as occasion therefor shall arise,
and shall be in addition to any other rights or remedies conferred upon Buyer at law or in equity. The failure, at any one or
more times, of Buyer to exercise any such right or remedy shall in no event be construed as a waiver or release thereof. Buyer
shall have the right to take any action it deems appropriate without the necessity of resorting to any collateral securing this
Guaranty.


 


9.3.Integration.
This Guaranty and the other Transaction Documents constitute the sole agreement of the parties with respect to the transactions
contemplated hereby and thereby and supersede all oral negotiations and prior writings with respect thereto.


 


9.4.Attorneys’
Fees and Expenses. If Buyer retains the services of counsel by reason of a claim of an Event of Default hereunder or under
any of the other Transaction Documents, or on account of any matter involving this Guaranty, or for examination of matters subject
to Buyer’s approval under the Transaction Documents, all costs of suit and all reasonable attorneys’ fees and such
other reasonable expenses so incurred by Buyer shall forthwith, on demand, become due and payable and shall be secured hereby.


 


9.5.No
Implied Waiver. Buyer shall not be deemed to have modified or waived any of its rights or remedies hereunder unless such modification
or waiver is in writing and signed by Buyer, and then only to the extent specifically set forth therein. A waiver in one event
shall not be construed as continuing or as a waiver of or bar to such right or remedy on a subsequent event. 


 




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9.6.Waiver.
Except as otherwise provided herein or in any of the Transaction Documents, Guarantor waives notice of acceptance of this Guaranty
and notice of the Liabilities and waives notice of default, non-payment, partial payment, presentment, demand, protest, notice
of protest or dishonor, and all other notices to which Guarantor might otherwise be entitled or which might be required by law
to be given by Buyer. Guarantor waives the right to any stay of execution and the benefit of all exemption laws, to the extent
permitted by law, and any other protection granted by law to guarantors, now or hereafter in effect with respect to any action
or proceeding brought by Buyer against it. Guarantor irrevocably waives all claims of waiver, release, surrender, alteration or
compromise and the right to assert against Buyer any defenses, set-offs, counterclaims, or claims that Guarantor may have at any
time against Company or any other party liable to Buyer.


 


9.7.No
Third Party Beneficiary. Except as otherwise provided herein, Guarantor and Buyer do not intend the benefits of this Guaranty
to inure to any third party and no third party (including Company) shall have any status, right or entitlement under this Guaranty.


 


9.8.Partial
Invalidity. The invalidity or unenforceability of any one or more provisions of this Guaranty shall not render any other provision
invalid or unenforceable. In lieu of any invalid or unenforceable provision, there shall be added automatically a valid and enforceable
provision as similar in terms to such invalid or unenforceable provision as may be possible.


 


9.9.Binding
Effect. The covenants, conditions, waivers, releases and agreements contained in this Guaranty shall bind, and the benefits
thereof shall inure to, the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns;
provided, however, that this Guaranty cannot be assigned by Guarantor without the prior written consent of Buyer, and any such
assignment or attempted assignment by Guarantor shall be void and of no effect with respect to the Buyer. 


 


9.10.Modifications.
This Guaranty may not be supplemented, extended, modified or terminated except by an agreement in writing signed by the party
against whom enforcement of any waiver, change, modification or discharge is sought.


 


9.11.Sales
or Participations. Buyer may from time to time sell or assign the Debentures, in whole or in part, or grant participations
in the Debentures and/or the obligations evidenced thereby without the consent of Company or Guarantor (other than as provided
in the Purchase Agreement), provided, however, Buyer shall provide written notice to Company and Guarantor of any such assignment
or grant of participations. The holder of any such sale, assignment or participation, if the applicable agreement between Buyer
and such holder so provides, shall be: (a) entitled to all of the rights, obligations and benefits of Buyer (to the extent of
such holder’s interest or participation); and (b) deemed to hold and may exercise the rights of setoff or banker’s
lien with respect to any and all obligations of such holder to Guarantor (to the extent of such holder’s interest or participation),
in each case as fully as though Guarantor was directly indebted to such holder. Buyer may in its discretion give notice to Guarantor
of such sale, assignment or participation; however, the failure to give such notice shall not affect any of Buyer’s or such
holder’s rights hereunder.


 




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9.12.MANDATORY
FORUM SELECTION. Any dispute arising under, relating to, or in connection with the
Agreement or related to any matter which is the subject of or incidental to the Agreement (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. 


 


9.13.
Notices. Any notices, consents, waivers, or other communications required or permitted to be given under the terms of this
Guaranty must be in writing and in each case properly addressed to the party to receive the same in accordance with the information
below, and will be deemed to have been 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 Guaranty 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) that the notice has been received by the other party. The addresses and facsimile
numbers for such communications shall be as set forth below, unless such address or information is changed by a notice conforming
to the requirements hereof. No notice to or demand on the Guarantor in any case shall entitle the Guarantor to any other or further
notice or demand in similar or other circumstances:


 


	 	If to the Guarantor:	1669
    Edgewood Road, Suite 214
	 	 	Yardley,
    PA 10967
	 	 	Attn:
    Robert Rothenberg
	 	 	Telephone:
    (845) 363-6776
	 	 	Facsimile:
    (845) 363-6779
	 	 	E-Mail:
    bob@oslholdings.com
	 	 	 
	 	With
    a copy to:	Legal
    & Compliance, LLC
	 	(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 89196
	 	 	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



 



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9.14.Governing
Law. Except in the case of the Mandatory Forum Selection clause set forth in Section 9.12 hereof, this Guaranty shall
be governed by and construed in accordance with the substantive laws of the State of Nevada without reference to conflict of laws
principles.


 


9.15.Joint
and Several Liability. The word “Guarantor” or “Guarantors” shall mean all of the undersigned persons,
if more than one, and their liability shall be joint and several. The liability of Guarantor shall also be joint and several with
the liability of any other guarantor under any other guaranty.


 


9.16.Continuing
Enforcement. If, after receipt of any payment of all or any part of the Liabilities, Buyer is compelled or reasonably agrees,
for settlement purposes, to surrender such payment to any person or entity for any reason (including, without limitation, a determination
that such payment is void or voidable as a preference or fraudulent conveyance, an impermissible setoff, or a diversion of trust
funds), then this Guaranty shall continue in full force and effect or be reinstated, as the case may be, and Guarantor shall be
liable for, and shall indemnify, defend and hold harmless Buyer with respect to the full amount so surrendered. The provisions
of this Section shall survive the termination of this Guaranty and shall remain effective notwithstanding the payment of the Liabilities,
the cancellation, conversion or redemption of the Debentures, this Guaranty or any other Transaction Document, the release of
any security interest, lien or encumbrance securing the Liabilities or any other action which Buyer may have taken in reliance
upon its receipt of such payment. Any cancellation, release or other such action shall be deemed to have been conditioned upon
any payment of the Liabilities having become final and irrevocable.


 


9.17.WAIVER
OF JURY TRIAL. GUARANTOR AGREES THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY SUIT, ACTION OR PROCEEDING, WHETHER CLAIM
OR COUNTERCLAIM, BROUGHT BY LENDER OR GUARANTOR ON OR WITH RESPECT TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE DEALINGS
OF THE PARTIES WITH RESPECT HERETO OR THERETO, SHALL BE TRIED ONLY BY A COURT AND NOT BY A JURY. LENDER AND GUARANTOR HEREBY KNOWINGLY,
VOLUNTARILY, INTENTIONALLY AND INTELLIGENTLY, AND WITH THE ADVICE OF THEIR RESPECTIVE COUNSEL, WAIVE, TO THE EXTENT PERMITTED
BY APPLICABLE LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY SUCH SUIT, ACTION OR PROCEEDING. FURTHER, LENDER AND GUARANTOR WAIVE ANY
RIGHT THEY MAY HAVE TO CLAIM OR RECOVER, IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL
OR OTHER DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. GUARANTOR ACKNOWLEDGES AND AGREES THAT THIS SECTION IS A SPECIFIC
AND MATERIAL ASPECT OF THIS GUARANTY AND THAT LENDER WOULD NOT PURCHASE THE NOTES IF THE WAIVERS SET FORTH IN THIS SECTION WERE
NOT A PART OF THIS GUARANTY. 


 


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signature page follows ]


 




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IN
WITNESS WHEREOF, Guarantor, intending to be legally bound, has duly executed and delivered this Guaranty Agreement as of the day
and year first above written.


 


	 	[_____]
	 	 	 
		By:	 
	 	Name:	[_____]
	 	Title:	[_____]



 



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