Independence
LED Grow Light Retail Program 


with
OSL Holdings 


 


This Agreement is between Independence LED
Lighting, LLC (“ILED”) and OSL Holdings, Inc. (OTCQB: “OSLH” or “Retailer”) for the
Grow Light Retail Program. ILED is interested in generating revenue from the sale if its Grow Lights to customers at retail “brick
and mortar” supply stores that cater to commercial indoor growers. OSLH, which currently owns at least 1 retail
location that caters to commercial indoor growers, is interested in participating in the program at the Go Green Hydroponics
location in Los Angeles, California.


 


Retail Program Summary:


 


Pilot Time Frame: 90 Days


ILED provides 1 sample Grow Light


 


Based on the results of the Pilot program
and mutually agreeable timetable and volume order commitments, Retailer may request ILED to private or co-label its Grow Lights
for sale through Retailers physical location or its distribution channels.


 


Background on Go Green Hydroponics


 


Go Green Hydroponics, Inc. is an indoor gardening
and cultivation supply retail operator, its Flagship store is currently located in Los Angeles, California, specializing in the
sale of hydroponic cultivation equipment, mineral nutrient solutions and gardening resources and equipment. Go Green Hydroponics
currently offers grow lights but the product mix to date has not included LED technology.


 


Background on Independence LED 


 


In 2014, ILED launched its LED Grow Light
fixture series to augment its award winning line of commercial LED fixtures for building illumination. The ILED Grow Light series
is comprised of a modular system that delivers cost-effective Photosynthetically Active Radiation (PAR) with customizable wavelengths
to optimize indoor plant growth during both vegetation and flowering phases. The ILED Grow Light series includes a broad range
of options including fixture size, light density, reflectors, mounting accessories, and smart controls such as dimming to simulate
sunrise and sunset. ILED also offers Agri-Design-Services (Independence-ADS) with photometric analysis to assist commercial growers
with custom fixture designs, wavelengths, and ceiling layouts to increase plant yield and reduce operating cost through the ILED
Grow Lights.


 


Customer Research & Product Development


 


ILED will work with the Retailer’s staff
to download the needs and requirements of the customers and staff with respect to new products or enhancements to existing ILED
product lines for the commercial grower. ILED and Retailer will work in good faith to identify new products to jointly develop
and offer to Retailer’s customers.


 


© 2015 All Rights Reserved, ILEDLED, Lighting
LLC   www.IndependenceLED.com Confidential and Proprietary

487 Devon Park Drive, Suite 204, Wayne, PA 19087


 



    	 



    	 



    

 


 


 


Pilot Program: In-Store Grow Light Display


 


ILED Provides:


 


		●	A
                                         Grow Light Fixture for Flowering (approx. 2’ x 4’ MSRP $1,150) with mounting
                                         equipment (Note: A Vegetation fixture at MSRP $850 is available, but the Flowering fixture
                                         is most applicable for Go Green Hydroponics growers.)



 


		●	An
                                         8.5” x 11” sign that can either hand from the ceiling or mount on the wall
                                         near the fixture identifying key features of the fixture.



 


		●	Inclusion
                                         in a monthly webinar for interested customers and/or any members of the Retailer staff
                                         that would like to learn more about the advantages of the ILED Grow Light “System”
                                         over traditional lighting and competing LEDs.



 


Retailer Provides:


 


		●	Ceiling
                                         display space for the sample ILED Grow Light fixture, and installation with ILED provided
                                         mounting accessories



 


		●	Ceiling
                                         and/or wall display space for signage



 


		●	Photo
                                         and Video (Smart Phone) documentation of the fixture installation



 


		●	Lead
                                         capture file. Since the Grow Light is a sample “showcase”
	 	 	 
	 	●	Press
                                         Release, mutually approved by ILED and Retailer, and delivered via a wire service such
                                         as PR Newswire by Retailer. See EXHIBIT A.



 


Support for Two Primary Purchase Paths:
ILED expects that small scale buyers may want to purchase one or two fixtures and major buyers may want to purchase one or
two samples for testing prior to making larger orders. The breakdown below addresses the different paths:


 


		●	Sample
                                         and Small Order Sales Fulfillment: When a member of the Retailer’s
                                         staff interests a customer in the sale of an ILED Grow Light
                                         and takes an order with a 50% credit card deposit, then ILED will handle the fixture
                                         production and drop shipping. ILED will provide a revenue share of 20% to Retailer
                                         on the collected revenues from customers, which Retailer will withhold from any customer
                                         payment. When the product arrives the credit card is automatically
                                         charged for the balance. The customer has a 60 day 100% satisfaction money back guarantee
                                         return policy from ILED. Retailer will forward the
                                         50% deposit, less revenue share, to ILED by wire when cleared and repeat that payment
                                         process with regard to the final payment.



 


		●	Lead
                                         Commissions on Major Orders: If a lead is generated from Retailer
                                         and sent to ILED via email, and that lead turns into a larger
                                         scale buying opportunity from a major grower, ILED will provide a 7.5% lead commission
                                         to Retailer, for a full year from the date of the first Purchase Order. Any large
                                         scale purchase from a Retailer customer will receive the normal 20% revenue share of
                                         collected revenues, when Retailer is managing the purchase order, payment collections,
                                         and providing the 50% deposit to ILED and the balance upon delivery.



 


© 2015 All Rights Reserved, ILEDLED, Lighting LLC   www.IndependenceLED.com
Confidential and Proprietary

487 Devon Park Drive, Suite 204, Wayne, PA 19087


 




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Agreement Execution:


 


In witness, hereof, the parties hereto agree to the terms and conditions
of this Agreement.


 


For OSL Holdings, Inc.


 


Signature: Bob Rothenberg Date: 4.17.15


Name: Bob Rothenberg


Title: CEO


brothenberg@oslholdings.com


610-745-1207


OSL Holdings, Inc. (OTCQB: OSLH)


www.OSLHoldings.com


1669 Edgewood Road, Suite 214, Yardley, PA, 19067


OSL Holdings acquired Go Green Hydroponics, Inc. in 2014


 


Go Green Hydroponics, Inc.


www.gogreenhydrostore.com


818-990-1198


15721 Ventura Blvd Encino, California


 


For Independence LED Lighting, LLC


 


Signature: /s/ Charlie Szoradi Date: 4.17.15


Name: Charlie Szoradi


Title: CEO


Charlie@IndependenceLED.com


610-551-5224


www.IndependenceLED.com


487 Devon Park Drive, Suite 204, Wayne, PA 19087


 


© 2015 All Rights
Reserved, ILEDLED, Lighting LLC   www.IndependenceLED.com Confidential and Proprietary

487 Devon Park Drive, Suite 204, Wayne, PA 19087


 



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