EXHIBIT 10.2 CONSULTING AGREEMENT CONSULTING AGREEMENT dated as of April __, 2009 (this "Agreement") by and between Red Rock Pictures Holdings, Inc., a Nevada corporation (the "Company") and Mark Graff (the "Consultant"). W I T N E S S E T H WHEREAS,...Consulting Agreement • April 9th, 2009 • Red Rock Pictures Holdings, Inc • Services-allied to motion picture production • California
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 18th, 2015 • OSL Holdings Inc. • Services-advertising agencies • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 15, 2015, between OSL Holdings Inc. (the “Company”) and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
EXHIBIT 2.1 ASSET PURCHASE AGREEMENT by and between COMEDYNET.TV, INC.Asset Purchase Agreement • April 9th, 2009 • Red Rock Pictures Holdings, Inc • Services-allied to motion picture production • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 23rd, 2014 • Osl Holdings Inc. • Services-allied to motion picture production • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 16, 2014, by and between OSL Holdings, Inc., a Nevada corporation, with headquarters located at 60 Dutch Hill Road, Suite 13, Orangeburg, NY 10962 (the “Company”), and ADAR BAYS, LLC, a Florida limited liability company, with its address at 3411 Indian Creek Drive, Suite 403, Miami Beach, FL 33140 (the “Buyer”).
10% CONVERTIBLE NOTEOSL Holdings Inc. • July 15th, 2015 • Services-advertising agencies • New York
THIS 10% CONVERTIBLE NOTE is one of a series of duly authorized and validly issued 10% Convertible Notes of OSL Holdings Inc. (the “Company”), having its principal place of business at 1669 Edgewood Road, Suite 214, Yardley, PA 19067, designated as its 10% Convertible Notes due May 22, 2016 (this Note, the “Note” and, collectively with the other Notes of such series, the “Notes”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 11th, 2007 • Red Rock Pictures Holdings, Inc • Services-allied to motion picture production • New Jersey
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 5, 2007, by and between RED ROCK PICTURES HOLDINGS, INC., a Nevada corporation (the “Company”), and CORNELL CAPITAL PARTNERS, L.P., a Delaware limited partnership (the “Investor”). WHEREAS: A. In connection with the Standby Equity Distribution Agreement by and between the parties hereto of even date herewith (the “Standby Equity Distribution Agreement”), the Company has agreed, upon the terms and subject to the conditions of the Standby Equity Distribution Agreement, to issue and sell to the Investor that number of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), which can be purchased pursuant to the terms of the Standby Equity Distribution Agreement for an aggregate purchase price of up to Twenty Million Dollars ($20,000,000). Capitalized terms not defined herein shall have the meaning ascribed to them in the Standby Equity Distribution Agreement. B. To induce the Invest
EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • July 16th, 2007 • Red Rock Pictures Holdings, Inc • Services-allied to motion picture production • California
THIS AGREEMENT dated as of the 6th day of July 2007 (the “Agreement”) between IFG Opportunity Fund, LLC., (the “Investor”), and RED ROCK PICTURES HOLDINGS, INC., a corporation organized and existing under the laws of the State of Nevada (the “Company”).
Securities Purchase AgreementSecurities Purchase Agreement • July 21st, 2014 • Osl Holdings Inc. • Services-allied to motion picture production • Utah
This Securities Purchase Agreement (this “Agreement”), dated as of July 1, 2014, is entered into by and between OSL Holdings Inc., a Nevada corporation (“Company”), and Typenex Co-Investment, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”).
EXCHANGE AGREEMENTExchange Agreement • July 15th, 2015 • OSL Holdings Inc. • Services-advertising agencies • New York
THIS EXCHANGE AGREEMENT (the “Agreement”) is dated this 1st day of June, 2015 (the “Effective Date”), by and among OSL Holdings Inc. (the “Company”), and Redwood Management, LLC (the “Holder”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 21st, 2014 • Osl Holdings Inc. • Services-allied to motion picture production • New York
This Employment Agreement (the “Agreement”) is made and entered into as of June 30, 2014 by and between OSL Holdings, Inc., a Nevada corporation (the “Company”), and Eli Feder (“Executive”).
Security AgreementSecurity Agreement • July 21st, 2014 • Osl Holdings Inc. • Services-allied to motion picture production • Utah
This Security Agreement (this “Agreement”), dated as of July 1, 2014, is executed by OSL Holdings Inc., a Nevada corporation (“Debtor”), in favor of Typenex Co-Investment, LLC, a Utah limited liability company (“Secured Party”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 24th, 2014 • Osl Holdings, Inc. • Services-advertising agencies • Nevada
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”).
FORM OF INVESTOR NOTESOsl Holdings Inc. • July 21st, 2014 • Services-allied to motion picture production • Utah
THIS NOTE MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE ALIENATED OR ENCUMBERED WITHOUT THE PRIOR WRITTEN CONSENT OF INVESTOR.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 26th, 2013 • Osl Holdings Inc. • Services-allied to motion picture production • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of the date set forth on the signature page hereto, by and among OSL Holdings, Inc., a Nevada corporation (the “Company”) with an address at 60 Dutch Hill Road, Suite 15, Orangeburg, NY 10962, and the purchaser(s) executing a signature page attached hereto (individually, an "Purchaser" and collectively, the "Purchasers").
RED ROCK PICTURES HOLDINGS, INC. PLACEMENT AGENT AGREEMENTAgent Agreement • April 11th, 2007 • Red Rock Pictures Holdings, Inc • Services-allied to motion picture production • New Jersey
Newbridge Securities Corporation 1451 Cypress Creek Road, Suite 204 Fort Lauderdale, Florida 33309 Ladies and Gentlemen: The undersigned, Red Rock Pictures Holdings, Inc., a Nevada corporation (the “Company”), hereby agrees with Newbridge Securities Corporation (the “Placement Agent”) as follows: 1. Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Agreement dated the date hereof between the Company and Cornell Capital Partners, LP (the “Investor”) (the “Standby Equity Distribution Agreement”), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the “Offering”) up to Twenty Million Dollars ($20,000,000) (the “Commitment Amount”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at price per share equal to the Purchase Price, as that term is defined in the Standby Eq
GUARANTY AGREEMENTGuaranty Agreement • October 24th, 2014 • Osl Holdings, Inc. • Services-advertising agencies • Nevada
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”).
PLEDGE AGREEMENTPledge Agreement • October 24th, 2014 • Osl Holdings, Inc. • Services-advertising agencies • Nevada
THIS PLEDGE AGREEMENT (as may be amended, restated or modified from time to time, this “Pledge Agreement”), dated as of October 20, 2014, is made by and between [____], a corporation incorporated under the laws of the State of [____], as pledgor (the “Pledgor”), and TCA GLOBAL CREDIT MASTER FUND, LP, a limited partnership organized and existing under the laws of the Cayman Islands, as pledgee (the “Pledgee”).
SECURITY AGREEMENTSecurity Agreement • October 24th, 2014 • Osl Holdings, Inc. • Services-advertising agencies • Nevada
This SECURITY AGREEMENT (the “Agreement”) is made as of October 20, 2014, is executed by and between [____], a corporation incorporated under the laws of the State of [____] (the “Grantor”), and TCA GLOBAL CREDIT MASTER FUND, LP, a limited partnership organized and existing under the laws of the Cayman Islands (the “Secured Party”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 14th, 2012 • Osl Holdings Inc. • Services-allied to motion picture production • Pennsylvania
This Employment Agreement (the “Agreement”) is entered into as of January 15, 2011 (the “Effective Date”), by and between ROBERT H. ROTHENBERG, (the “Employee”) and OSL Holdings, Inc (the “Company”).
DEBT PURCHASE AGREEMENTDebt Purchase Agreement • July 15th, 2015 • OSL Holdings Inc. • Services-advertising agencies
THIS DEBT PURCHASE AGREEMENT (this “Agreement”), is made and entered into as of the 1st day of June, 2015, by and among TCA GLOBAL CREDIT MASTER FUND, LP, a Cayman Islands limited partnership, with an address of 3960 Howard Hughes Parkway, Suite 500, Las Vegas, NV 89169 (“Assignor” or “Lender”), REDWOOD MANAGEMENT, LLC, a Florida limited liability company, with an address of 16850 Collins Ave., Suite 112-341, Sunny Isles, Florida 33160 (“Assignee”), and OSL HOLDINGS, INC., a Nevada corporation (the “Borrower”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 16th, 2007 • Red Rock Pictures Holdings, Inc • Services-allied to motion picture production • New Jersey
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 6, 2007, by and between RED ROCK PICTURES HOLDINGS, INC., a Nevada corporation (the “Company”), and IFG OPPORTUNITY FUND, LLC, (the “Investor”).
STOCK PURCHASE AGREEMENT by and amongStock Purchase Agreement • October 24th, 2014 • Osl Holdings, Inc. • Services-advertising agencies • California
This STOCK PURCHASE AGREEMENT (the “Agreement”) is effective as of October 20, 2014 (the “Effective Date”), by and among Jason Babadjov, an individual (“Seller”), and Go Green Hydroponics, Inc., a California corporation (the “Company), on the one hand, and OSL Holdings, Inc., a Nevada corporation (“Purchaser”), on the other, with reference to the following facts:
SHARE CANCELLATION AGREEMENT AND RELEASEShare Cancellation Agreement and Release • October 20th, 2011 • Osl Holdings Inc. • Services-allied to motion picture production • New York
THIS AGREEMENT is hereby made effective this 10th day of October 2011, by and between RED ROCK PICTURES HOLDING, INC., a Nevada corporation, having its address at 6019 Olivas Park Drive, Suite C, Ventura, CA 93003 (the "Company"), Office Supply Line, Inc. a Nevada corporation (“OSL”) and Todd Wiseman.
JOINT VENTURE AGREEMENTJoint Venture Agreement • May 20th, 2015 • OSL Holdings Inc. • Services-advertising agencies • Nevada
This Joint Venture Agreement (the “Agreement”), dated May 14, 2015, is entered into by and among OSL Holdings Inc., a Nevada corporation with a business address of 1669 Edgewood Road, Suite 214, Yardley, PA 19067 (“OSL”), Cheryl Shuman with a business address of 468 N. Camden Dr., #200, Beverly Hills, CA 90210, (“Shuman”) (OSL and Shuman are hereinafter sometimes referred to individually as a “Party” or collectively as the “Parties” for the purpose of forming a joint venture as described herein).
Bob RothenbergRothenberg • January 22nd, 2013 • Osl Holdings Inc. • Services-allied to motion picture production
This contract will govern the terms by which Bob Rothenberg("Executive") will be employed by OSL Holdings, Inc on an at will basis as President or such other position as mutually agreed upon beginning on January 2, 2013
Steven GormleyOsl Holdings Inc. • January 22nd, 2013 • Services-allied to motion picture production
This contract will govern the terms by which Steven Ormley("Executive") will be employed by OSL Holdings, Inc on an at will basis as President of the Data division or such other position as mutually agreed upon beginning on January 2, 2013
RICHARDSON & PATEL LLP Richardson & Patel, LLPOsl Holdings Inc. • April 10th, 2013 • Services-allied to motion picture production
We have acted as counsel to OSL Holdings, Inc., a Nevada corporation (the "Company"), in connection with the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933 of the Company's Registration Statement on Form S-8 relating to 384,616 shares (the "Shares") of the Company's common stock, $0.001 par value, to be issued pursuant to the Agreement with Richardson & Patel, LLP (the “Richardson Plan”).
Marketing AgreementMarketing Agreement • April 19th, 2013 • Osl Holdings Inc. • Services-allied to motion picture production • New York
All such products and services listed here in Paragraph 3 or agreed upon in the future shall be (“Products”) herein. GL shall not endorse or permit to be offered as endorsed at its website or events any Products from sources other than OSL or GL.
ContractLease Agreement • December 14th, 2012 • Osl Holdings Inc. • Services-allied to motion picture production
Lease Agreement (hereinafter called "Lease") made this 11th day of March, 2012 between ULSTER HEIGHTS PROPERTIES INC., with offices at P.O.B. 1029, Monsey, New York 10952 (hereinafter called "Lessor" or "Landlord"); and OSL Holdings Inc. (hereinafter called "Lessee" or "Tenant"), with a principal place of business at 60 Dutch Hill Rd. # 15 Prel Plaza, Orangeburg, New York 10962.
CONSULTING AGREEMENTConsulting Agreement • May 21st, 2014 • Osl Holdings Inc. • Services-allied to motion picture production • California
The Consulting Agreement (the “Agreement”) is made as of the 15th day of May 2014, by and between OSL Holdings, Inc. (the “Company”) and Anthony Tucci (the “Consultant”). In consideration of the closing of the Asset Purchase Agreement between Matthew Cohen & Anthony Tucci with OSL Holdings, Inc., dated May 15th, 2014 as well as mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows:
Natural Way of LA, Matthew Cohen Agreement with OSL Holdings, Inc.Osl Holdings Inc. • March 10th, 2014 • Services-allied to motion picture production
Natural Way of LA (NW) agrees to participate as a merchant in Equality Rewards(ER) for a minimum of 12 months and agrees not to utilize or offer any other reward program during that time period. The additional terms of the participation will be those contained on the Equality Rewards website, including that no upfront fees will be charged by Equality Rewards. NW agrees to accept Equality Rewards dollars for a minimum of 20% of patient purchases.
FINANCING AGREEMENTFinancing Agreement • August 30th, 2007 • Red Rock Pictures Holdings, Inc • Services-allied to motion picture production • California
This Agreement is made as of this 31st day of October, 2006, by and between Ratko Productions, Inc, ("Ratko") a wholly owned subsidiary of National Lampoon, Inc.., a Delaware corporation ("NL") and Red Rock Productions, Inc., a Nevada corporation ("RRP") regarding financing arrangements for a theatrical motion pictures ("Picture") to be distributed by NL as follows:
Project Collaboration and Profit Sharing AgreementProject Collaboration and Profit Sharing Agreement • January 21st, 2014 • Osl Holdings Inc. • Services-allied to motion picture production • New York
This Project Collaboration and Profit Sharing Agreement (“Agreement”), made on October 3, 2013 is entered into by and between Kevin T. Mulhearn (“Mulhearn”) 60 Dutch Hill Rd, Suite 15, Orangeburg, New York 10962, and OSL Holdings, Inc (“OSL”) 60 Dutch Hill Rd, Suite 15, Orangeburg, New York 10962. It is therefore agreed between the parties, the terms specified below:
BUSINESS FURNITURE AND EQUIPMENT LEASE AGREEMENTBusiness Furniture and Equipment Lease Agreement • May 28th, 2014 • Osl Holdings Inc. • Services-allied to motion picture production • California
THIS EQUIPMENT LEASE AGREEMENT (this “Agreement”) is made, entered into and effective on and as of June 1, 2014 (the “Effective Date”) by and between OSL Holdings, Inc., a Nevada Corporation (hereinafter referred to as the “Lessor”) and Sean Ridgley, an individual (hereinafter referred to as the “Lessee”).
OSLH Executive AgreementOslh Executive Agreement • March 10th, 2014 • Osl Holdings Inc. • Services-allied to motion picture production
Eric Kotch, Eli Feder, Bob Rothenberg and Steven Gormley in their capacities as employees, former employees and creditors (collectively referred to as the “Executives”) are each willing to settle amounts claimed and/or owed to them by OSL Holdings, Inc. (the“Company”). Pursuant to their employment contracts they are entitled to convert amounts owed into common stock at a 70% discount to the market price. Such conversion would result in new shares exceeding a multiple of total shares currently outstanding and authorized. The Executives are surrendering these personal rights and other debt, loans, expenses or advances because they believe it is in the best interest of the Company. These right to convert (hereinafter referred to as “Conversion Rights”) and all other debts, loans, expenses or advances will be relinquished as detailed in paragraph 10 below and in exchange for certain warrants and releases as detailed below
