EXHIBIT 10.1



 


ASSET
PURCHASE AGREEMENT


 


This
Asset Purchase Agreement (the Agreement”) is made and entered into as of May 14, 2014, by and between, The Natural Way of
LA, LLC, a California Limited Liability Company with a business address of 5817 West Pico Boulevard, Los Angeles, CA 90019 (the
“Seller”) and OSL Holdings, Inc., a Nevada corporation with a business address of 60 Dutch Hill Road, Suite 13, Orangeburg,
NY 10962 (the “Purchaser”) (each hereinafter referred to singly as a “Party” or collectively as the “Parties”).


 


RECITALS


 


A.
The Purchaser desires to acquire the Purchased Assets (as that term is defined later in this Agreement), on the terms and subject
to the conditions specified in this Agreement.


 


B.
The Seller desires to sell and convey all of its rights, title and interest in and to the Purchased Assets to the Purchaser, on
the terms and subject to the conditions specified in this Agreement.


 


C.
Purchaser and Anthony Tucci intend to enter into a separate consulting agreement following the execution of this Agreement herein.


 


NOW
THEREFORE, in consideration of the mutual covenants, terms and conditions contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree to the foregoing and as follows:


 


1.
Sale, Assignment and Transfer.


 


	 	1.1	Subject
    to the provisions of this Agreement, Purchaser agrees to purchase, and Seller agrees to sell, all of Seller’s rights,
    title and interest, in and to any and all intellectual property, including but not limited to copyrights, trademarks, patents,
    trade secrets, process manuals, operation procedure guides, software, as well the assets listed in Exhibit
    A attached hereto (collectively the “Purchased Assets”). Seller
    hereby sells, assigns, conveys and transfers to Purchaser and Purchaser hereby acquires, all of Seller’s rights, title
    and interest including, but not limited to, all of Seller’s common law rights in and to the Purchased Assets. Purchaser
    does not assume any liabilities associated with the business associated with Seller’s business (the
    “Business”).
	 	 	 
	 	1.2	Seller’s
    Assurances. Seller hereby represents and warrants to
    the Purchaser that (i) the Seller has the right to sell and transfer the Purchased Assets to the Purchaser, (ii) Seller is
    the sole holder of any intellectual property, including but not limited to patents, trademarks or copyrights, associated with
    the Purchased Assets in any country, (iii) no monies are owed to anyone who may have worked on the Purchased Assets and (iv)
    the Purchased Assets are being transferred to Purchaser free and clear of any and all liens, licenses, claims or encumbrances
    whatsoever in any country.


 




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2.
Payments to Seller


 


	 	2.1	Purchasers will pay One-Hundred
Thousand Dollars ($100,000) to Sellers according to the following schedule and for the specified purposes set forth below:



 


21.1
Upon execution of this Agreement, Purchasers will make a Forty-Five Thousand Dollar ($45,000) down payment to Sellers (the
“Down Payment”).


 


21.2
Beginning on June 15, 2014 and continuing for seven months thereafter, Purchasers will make a total of Fifty-Five Thousand
Dollars ($55,000) in payments to Sellers (the “Tax Payments.”) Sellers
expressly agree to use this money for the sole purpose of making payments to the City of Los Angeles for taxes that are currently
outstanding.


 


2.1.2.1
The Tax Payments shall be paid to Sellers according the following schedule:


 


	—
    June     15,2014	 	$8,250
	—
    July     15,2014	 	$8,250
	—
    August     15, 2014	 	$8,250
	—
    September 15, 2014	 	$8,250
	—
    October 15, 2014	 	$8,250
	—
    November 15, 2014	 	$8,250
	—
    December 15, 2014	 	$5,500


 


2.1.3
Sellers agree to provide Purchasers with proof of that said Tax Payments were indeed used for the sole purpose of making payments
to the City of Los Angeles for taxes that are currently outstanding. Sellers warrant and represent that they will not use the
Tax Payments for any other purpose, and understand that the use of Tax Payments for anything else but for the payment of the currently
outstanding City of Los Angeles taxes will constitute a material breach of this agreement and entitle Purhasers to to enforce
its rights under this Agreement including but not limited to those rights set forth in Sections 5.8, 5.9 and 5.13 herein.


 


	 	2.2	Contingent upon Seller achieving
certain defined goals by the conclusion of the Due Diligence Period, as defined
below in Section 2.3, addition sums, in the form of cash and/or stock (the “Contingent
Additional Payments”) will
be paid to Sellers and/or their designee on the following schedule:



 




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	 	●	1,916,665
    (One-Million Nine-Hundred- Sixteen-Thousand Six Hundred- Sixty Five) Shares in OSL Holdings (OTCQB: OSLH), valued at approximately
    One-Hundred Fifteen Thousand Dollars ($115,000) issued to Matthew Cohen thirty (30) days after the conclusion of the Due Dillegence
    Period;
	 	 	 
	 	●	1,916,665
    (One-Million Nine-Hundred-Sixteen-Thousand Six Hundred- Sixty Five) Shares in OSL Holdings (OTCQB: OSLH), valued at approximately
    One-Hundred Fifteen Thousand Dollars ($115,000) issued to Anthony J. Tucci thirty (30) days after the conclusion of the Due
    Dillegence Period;
	 	 	 
	 	●	Sixty-Nine
    Thousand Dollars ($69,000) thirty (30) days after the conclusion of the Due Dillegence Period in a check made payable to Anthony
    J. Tucci;
	 	 	 
	 	●	One-Hundred
    Three Thousand - Five Hundred Dollars ($103,500) sixty (60) days after the conclusion of the Due Dillegence Period in a check
    made payable to Matthew Cohen;
	 	 	 
	 	●	One-Hundred
    Three Thousand - Five Hundred Dollars ($103,500) twelve (12) months after the conclusion of the Due Dillegence Period in a
    check made payable to Anthony J. Tucci;
	 	 	 
	 	●	Sixty-Nine
    Thousand Dollars ($69,000) twelve (12) months after the conclusion of the Due Dillegence Period in a check made payable to
    Matthew Cohen;


 


	 	2.3	Buyer shall have up to twelve
(12) months (hereinafter the “Due Dilligence Period”) to ascertain whether or not Seller has achieved and maintained
the following:



 


	 	●	Provide
    documentation that it has an annual gross revenue run rate of at least One Million Dollars ($1,000,000);
	 	 	 
	 	●	Provide
    verification of unambiguous compliance with Prop D, (LAMC 45.19.6 et seq.) or any subsequent ordinance as well as the California
    Medical Marijuana Program Act (MMPA) or any subsequent law that regulates medical marijuana at the state level;
	 	 	 
	 	●	Provide
    verification that is not a defendant in any enforcement proceeding initiated by the Office of the City Attorney of Los Angeles
    or the People of the State of California; and
	 	 	 
	 	●	Provide
    verification that the Lease for the premises located at 5817 and 5819 West Pico Boulevard, Los Angeles, CA 90019 can be assigned
    to Buyer at Buyer’s request.


 


	 	2.4	In the event that Seller fails
to achieve and maintain all the conditions set forth in Section 2.3 above during the Due Dilligence Period, none of the Contingent
Additional Payments shall be paid to Sellers.



 




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3.
Warranties and Representations. Seller hereby represents
and warrants to Purchaser that:


 


3.1.
Seller has all necessary power and authority to own, lease and operate the Purchased Assets and to operate the Business as
now being conducted;


 


3.2.
Seller has the requisite power and authority to execute, deliver, and perform this Agreement, and when executed and delivered
to Seller will constitute a valid and binding obligation of Seller;


 


3.3.
Neither the execution, delivery nor performance of this Agreement nor the consummation of the transactions contemplated hereby:
(i) will conflict with, will result in a violation of any applicable law or judgment; (ii) will result in a breach of any assumed
obligation; or (iii) will create any lien or encumbrance upon any of the Purchased Assets;


 


3.4.
Seller has good and marketable title to all Purchased Assets and none of the Purchased Assets is subject to any lien, encumbrance,
claim, pledge, hypothecation, charge, mortgage, security interest, or restriction of any nature (collectively, the “Liens”);


 


3.5.
The cash flow statements, balance sheets and profit and loss statements to be provided to Purchaser by Seller will be true
and correct in all material respects and will present fairly the operating income and financial condition of Seller and its Business
as of the dates they are prepared;


 


3.6.
All returns, reports and statements relating to the Purchased Assets or to the operation of the Business which Seller is required
to file with any governmental agency or other body have been filed and timely without any time lapse, are current now;


 


3.7.
Seller has filed or has caused to be filed all federal, state, county, local or city tax returns affecting the Purchased Assets
or the operation of the Business which are required to be filed by Seller, and all tax assessments and other governmental charges
which are due and payable have been timely paid;


 


3.8.
There are no actions, suits, proceedings, orders or claims pending or threatened against Seller, or pending or threatened
by Seller against any third party which relate to, or in any way affect, the Purchased Assets or the operation of the Business;


 


3.9.
Seller has complied in all material respects with all applicable federal, state and local laws, rules, regulations, ordinances,
codes, statutes, judgments, orders and decrees in connection with the ownership of the Purchased Assets and the operation of the
Business and that neither the ownership nor the use of the Purchased Assets conflicts with the rights of any other person or entity;


 




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3.10.
Seller has no contingent liabilities or other liabilities with respect the Purchased Assets.


 


3.11.
The books and other records of the Seller relating to the Business are true, correct and complete in all material respects;


 


3.12.
The Purchased Assets include all Purchased Assets used or useful in connection with the operation of the Business as currently
operated;


 


3.13.
Upon the consummation of the transactions contemplated hereby, Seller will transfer good and valid title to the Purchased
Assets free and clear of any Liens;


 


3.14.
The Purchased Assets will be fit for their intended purposes and be fully functional as represented prior to the Closing;


 


3.15.
Since Purchaser’s inspection of the Purchased Assets, there has not been and will not be in the foreseeable future any
material damage, destruction, change or loss of any kind or have had a material adverse effect with respect to the Purchased Assets;


 


3.16.
No brokers or other intermediaries were involved in the sale of the Purchased Assets and no fees or commissions are now outstanding.


 


3.17.
No insolvency proceedings of any character, voluntary or involuntary, affecting the Purchased Assets are pending;


 


3.18.
There are no existing agreements with, options or rights of, or commitments to any person, other than to Purchaser, to acquire
any of the Purchased Assets or any interest therein;


 


3.19.
The sale of the Purchased Assets pursuant to this Agreement is made in exchange for fair and equivalent consideration. Seller
is not now insolvent and will not be rendered insolvent by the sale, transfer and assignment of the Purchased Assets pursuant
to the terms of this Agreement. Seller is not entering into this Agreement or any of the other agreements referenced in this Agreement
with the intent to defraud, delay or hinder their respective creditors and the consummation of the transactions contemplated by
this Agreement, and the other agreements referenced in this Agreement, will not have any such effect. The transactions contemplated
in this Agreement or any agreements referenced in this Agreement will not constitute a fraudulent conveyance, or otherwise give
rise to any right of any creditor of Seller to any of the Purchased Assets;


 


3.20.
Seller warrants that any information provided to Purchaser is true and correct and is a fair and accurate presentation of
the Purchased Assets and is unaware of any conditions that would adversely affect or substantial impair the Purchased Assets;


 


3.21.
There are no material omissions or untrue statements contained in this Agreement which are misleading; and


 




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4.
Post-Closing Covenants.


 


4.1.
Non-interference. Seller hereby covenants that it will not, anywhere in
the world, challenge, or cause a third party to challenge, the validity and ownership by Purchaser of the Purchased Assets and
will not, anywhere in the world directly or indirectly seek to register, defend, compromise or dispute any rights in and to the
Purchased Assets.


 


4.2.
Additional Acts. Seller hereby covenants that it will, at any time upon
request of Purchaser, execute and deliver to Purchaser any new or confirmatory instruments and do and perform any other acts which
Purchaser may reasonably request in order to fully sell assign and transfer to and vest in Purchaser, all of Seller’s right,
title and interest in and to the Purchased Assets.


 


5.
Miscellaneous.


 


5.1.
Assignment. Neither this Agreement nor any right or obligation under this
Agreement is assignable in whole or in part by Seller, and any attempted assignment without such consent shall be null and void
and of no force or effect.


 


5.2.
Entire Agreement. This Agreement, including any and all Exhibits and attachments
to this Agreement, which are hereby incorporated by reference into this Agreement, constitutes the entire agreement between the
Parties with respect to the subject matter of this Agreement and supersedes all prior agreements, understandings, negotiations
and discussions, whether written or oral, with respect to the same subject matter.


 


5.3.
Amendments. This Agreement may only be amended by a written agreement
duly signed by persons authorized to sign agreements on behalf of each Party.


 


5.4.
Notices. All notices, demands, requests, or other communications which
may be or are required to be given or made by any Party to the other Party pursuant to this Agreement shall be in writing and
shall be hand delivered, mailed by first-class registered or certified mail, return receipt requested, postage prepaid, or delivered
by overnight air courier addressed as provided in the preamble of this Agreement.


 


5.5.
Governing Law and Jurisdiction. The interpretation and construction of
this Agreement, to the extent the particular issue is controlled by state law, shall be governed by and construed in accordance
with the laws (but not including choice of law provisions) of the State of California. The state and federal courts located in
County of Los Angeles, California shall have exclusive jurisdiction to adjudicate all disputes between the Parties concerning
the subject matter hereof.


 


5.6.
Counterparts; Signatures. This Agreement may be executed in one or more
counterparts, each of which will be deemed to be an original, but all of which will be one and the same document. Facsimiles and
electronic copies in portable document format (“PDF”) containing original signatures shall be deemed for all purposes
to be originally signed copies of the documents that are the subject of such facsimiles or PDF versions.


 




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5.7.
Benefits; Binding Effect. This Agreement shall be binding upon and inure
to the benefit of the respective Parties and their permitted assigns and successors in interest.


 


5.8.
Indemnification. Seller shall indemnify, defend and hold Purchaser harmless
from any and all claims, liabilities, costs, expenses, damages, and penalties (including reasonable attorneys’ fees) arising
from Seller’s breach of its representation and warranties as set forth in this Agreement.


 


5.9.
Attorneys’ Fees. The prevailing Party in any dispute concerning
this Agreement shall be entitled to recover reasonable attorneys’ fees and costs incurred as a result of defending or prosecuting
the claim, as the case may be.


 


5.10.
Expenses. Except as otherwise provided herein, each Party shall be solely
responsible for all expenses, including finder’s fees, all legal and accounting fees, related costs and other expenses incurred
by it in connection with this Agreement.


 


5.11.
Joint Preparation. This Agreement shall be deemed for all purposes to
have been prepared through the joint efforts of the Parties hereto and shall not be construed for or against one Party or any
other Party as a result of the preparation, submittal, drafting, execution or other event of negotiation hereof.


 


5.12.
Severability. If any term or other provision of this Agreement is invalid,
illegal or incapable of being enforced under any rule of law, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected
in a materially adverse manner with respect to either Party.


 


5.13.
Injunctive Relief; Specific Performance. The Parties agree that the interest
in the Purchased Assets represent unique interests. As such the Purchaser hereto shall be entitled to seek injunctive relief and/or
specific performance, in addition to other remedies, to enforce its rights under this Agreement.


 


5.14.
Waiver. No waiver of any of the provisions of this Agreement shall be
deemed or shall constitute a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute
a continuing waiver unless otherwise expressly provided.


 


5.15.
Captions. The captions in this Agreement are for convenience only and
shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement. J


 




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5.16.
Time of the Essence. Time is, and at all times hereafter shall be, of the essence in satisfying the terms, conditions
and provisions of this Agreement.


 


IN
WITNESS WHEREOF the Parties have executed this Agreement on the date specified in the preamble of this agreement.



 


“Seller”


 


	The
                                         Natural Way of L.A.


	 
	 	 	 
	By:	 	 
	Name:	Matthew
    Cohen	 
	Its:	 	 


 


	By:	 	 
	Name:	Anthony J. Tucci	 
	Its:	 	 


 


“Purchaser”


 


OSL
Holdings, Inc.


 


	By:	/s/
Robert Rothenberg	 
	Name:	Robert Rothenberg
    	 
	Its:	President & CEO	 


 




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EXHIBIT
A


 


Purchased
Assets


 


Front
Desk:


Very
large professional medical reception desk


printer/scanner unit


PC with monitor


stereo
system with speakers and installation


2
more slimline reception chairs


custom upholstered lounge chair


all
restockable office products (paper, ink, pens, markers, staplers etc.)


Natural Way business cards and card holders


multi-line
phone system hub


MMJOS
proprietary patient management system on PC with DL scanner


custom
artwork x3


file
cabinet with patient files


wall
rack for files


camera
for security x2


television
monitor displaying security views


wall
cabinets for storage x2


coffee
table


fake
plants


 


Lobby/Reception:


3
slimline reception chairs


lobby table


magazine
rack


original
artwork x3


MMJ
policy boards x2


custom
lighting fixture xl


business
card referral rack


specialty
MMJ locking mechanism for front door


Outdoor
“flag” signage


Outdoor
banner signage (9foot)


Outdoor
customized window tinting and logo decal


 


Dispensary:


decorative
water fountain


heppa
filtered air unit


decorative
lighting pillars x2


jewel
case spot lighting x2


original
artwork x5


television
display units x2


mid/mini
refrigerator


 






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Decorative
chandelier


long
MMJ display cases with custom internal lighting (jewelry display cases) x3


tall
glass custom display case with custom lighting


cash
register


cash
register stand/desk


custom
wall storage cabinets x2


phone
unit #2 and #3


 


MMJ
Packaging supplies


1200
gram jars (glass w/tops)


1200
1/16th jars (glass w/tops


1200
l/8th containers (glass w/tops)


scales
1 large capacity, 1 mid cap, 1 small cap


custom
pharmacy bags


 


Office:


Desk


chairs x3


Bulletin
boards x2


custom
artwork x2


MMJ
product safe concrete installed


MMJ
smaller safe (Day Safe)


phone
center


Security
hub with DVR and lead multi-camera monitor system


custom storage cabinets x2


file cabinet


original
created employee manual and handbook


 


Bathroom:


custom
storage cabinet


all
janitorial supplies


original
artwork, custom mirror


 


Growing Equipment:


 






	Quantity	 	Description
	18	 	1,000
    watt digital ballasts
	18	 	1,000
    watt eye Hortilux HPS bulbs
	18	 	Large
    Adjust-A-Wing reflectors
	10	 	4X8
    trays
	2	 	Sentinel
    C02 sensors
	2	 	Sentinel
    C02 regulators
	2	 	C02
    tanks (20 lb.)
	8	 	36k
    BTO mini split A/C
	1	 	Charcoal
    filters


 




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	8	 	Filter
    fans
	2	 	Thermometer
    / hygrometer
	Quantity	 	Description
	2	 	Little
    Giant Sump Pumps
	2	 	Little
    Giant Diaphragm
	 	 	Drip
    stakes
	 	 	Drip
    tubing (1/2”&1/4”)
	10	 	Dehumidifiers
	 	 	1/2”
    Spinlocks
	 	 	CO2
    tubing (laser drilled)
	2	 	55
    gal. reservoir
	 	 	Circulation
    pump/ airstone
	1	 	12k
    power box
	8	 	timers
    (sentinel)
	10	 	Wall
    fans
	2	 	PH
    pen (Blue Lab)
	1	 	PH
    pen (Oakton)
	1	 	tds
    pen (HM)
	1	 	tds
    pens (Oakton)
	50	 	5
    gallon Smart Pots
	9	 	1,000
    watt digital ballest
	9	 	1,000
    watt Eye HM bulbs
	9	 	Large
    Adjust A-wings
	6	 	4x8
    trays
	2	 	C02
    sensor
	2	 	C02
    regulator
	1	 	C02
    tank (201b.)
	 	 	36k
    BTU mini split A/C
	2	 	Dehumidifiers
	2	 	Charcoal
    filters
	2	 	Filter
    fans
	2	 	Thermometer
    / hygrometer
	 	 	Mondi
    Sump Pump
	1	 	Little
    Giant Sump Pumps
	1	 	Little
    Giant Diaphragm
	1	 	55
    Gallon reservoir
	1	 	Circulation
    pump/ air stone
	1	 	12k
    power box
	3	 	Sentinel
    timers
	3	 	Wall
    fans
	2	 	PH
    pens
	2	 	tds
    pens
	2	 	Spinlocks


 



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	 	 	Drip
    tubing
	 	 	Drip
    stakes
	Quantity	 	Description
	1	 	1,000
    watt ballasts
	1	 	1,000
    watt MH bulbs
	1	 	large
    Adjust A-wing
	2	 	4x8
    trays
	1	 	24k
    BTU mini split A/C
	 	 	C02
    sensor
	 	 	C02
    regulator
	 	 	C02
    tanks (20 lb.)
	1	 	Thermometer
    / hygrometer
	2	 	Filter
	2	 	Filter
    fan
	1	 	55
    Gallon reservoir
	1	 	Recirculating
    pumps/ air stone
	 	 	Mondi
    Sump Pump
	 	 	Little
    Giant Sump Pumps
	1	 	Little
    Giant reservoir
	1	 	4k
    power box
	1	 	Timer
	2	 	Dehumidifier
	2	 	Wall
    fans
	2	 	4ft
    4bulb T5
	2	 	Rack
	2	 	Filter
	2	 	Filter
    fan
	 	 	Heater
	1	 	Heater
	1	 	36k
    BTU A/C
	1	 	Dehumidifier
	4	 	Fans
	4	 	Charcoal
    filter
	4	 	Filter
    fan
	1	 	2yk
    BTU A/C
	1	 	Filter
	1	 	Fan
    out
	1	 	Hepa
    filter



 



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EXHIBIT
B


 


Assumed
Obligations


 


None.


 



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