EXHIBIT 10.2



 





BUSINESS
FURNITURE AND EQUIPMENT LEASE AGREEMENT


 


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”).


 


RECITALS


 


WHEREAS,
Lessee is an individual seeking to open a retail business and is in need of business furnishings and other equipment;


 


WHEREAS,
Lessor possesses such business furnishings and equipment and is willing to lease the same to Lessee, and Lessee wishes to lease
the same from Lessor, all pursuant to the terms and conditions of this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties, each intending to be legally bound hereby, agree as follows:


 


	1.	Equipment.



 


		1.1.	Lessor
                                         shall lease to Lessee, and Lessee shall lease from Lessor the business furnishings, equipment
                                         and all related software and materials as described on Schedule
                                         A attached hereto and incorporated herein by reference (the “Equipment”).
                                         The Equipment provided by Lessor shall include all replacement parts, repairs, additions
                                         and accessories except as otherwise provided for herein, on the terms and conditions
                                         of this Agreement.
	 	 	 
		1.2.	Lessor,
                                         at its sole cost and expense, shall maintain the Equipment in good operating condition
                                         and repair except for repairs necessitated by damage to the Equipment by Lessee and/or
                                         Lessee’s employees, agents and assigns. The cost of repairs necessitated by Lessee
                                         or its employees, agents and assigns shall be borne by Lessee with the prior consent
                                         of Lessor with respect to who shall be entrusted with performance of the repair. The
                                         parties agree that title to the Equipment shall at all times belong to Lessor.
	 	 	 
		1.3.	The
                                         parties agree that any and all repairs, servicing, modifications and maintenance shall
                                         be under the control of Lessor except as otherwise permitted or required hereunder. Lessor
                                         shall bear all risks of loss of and damage to the Equipment from any cause arising as
                                         a result of any activity or occurrence during any Lease Period.



 


	2.	Term.



 


		2.1.	This Agreement shall commence
on June 1, 2014, and shall have an initial term of five (5) years (the “Initial Term”). After the Initial Term, unless
this Agreement is terminated as provided for herein, this Agreement shall automatically renew for three (3) additional periods
of five (5) years until terminated as provided for herein.



 






    	 



    	 



    

 






		2.2.	Lessee
                                         shall have the right to terminate this Agreement for breach by giving at least ninety
                                         (90) days prior written notice to the Lessor setting forth the nature of the breach.
                                         If the breach is not cured to the reasonable satisfaction of the non-breaching party
                                         within such ninety (90) day period, the Lessee may provide notice that the Agreement
                                         will terminate as of the ninety-fifth (95th) day following the original notice
                                         of the breach.
	 	 	 
		2.3.	Lessor
                                         shall have the right to terminate this Agreement at any time for any reason by giving
                                         written notice to the Lessee. The Lessor shall provide notice that the Agreement will
                                         terminate upon the Lessee’s receipt of the written notice.



 


	3.	Compensation.
                                         For the Equipment rental provided by Lessor during each Lease Period, Lessee agrees to
                                         pay to Lessor $8,333.33 per month, to be paid in monthly installments (the payments made
                                         to Lessor are hereinafter referred to as “Rent”). Rent shall be paid in arrears
                                         on the first (1st) day of each month. All payments shall be made to Lessor at the address
                                         specified in Section 9 of this Agreement.
	 	 
	4.	Representation
                                         and Warranties. Lessor hereby represents and warrants each of the following
                                         to Lessee, which shall be preconditions hereunder, and the breach of which shall be grounds
                                         for termination of this Agreement:



 


		4.1.	Lessor
                                         has full power and authority to own, lease and operate the Equipment and to carry out
                                         the terms of this Agreement.
	 	 	 
		4.2.	This
                                         Agreement is Lessor’s legal, valid, binding and enforceable obligation, subject
                                         only to (i) any applicable bankruptcy, insolvency, reorganization, moratorium or other
                                         similar laws now or hereafter in effect relating to or affecting the enforceability of
                                         creditors’ rights generally and (ii) general equitable principles, whether applied
                                         in a proceeding at law or in equity.
	 	 	 
		4.3.	To
                                         Lessor’s knowledge, Lessor is not in violation of, nor has Lessor received notice
                                         of any alleged violation of or any citation for noncompliance with any applicable law
                                         relating to the lease of the Equipment.
	 	 	 
		4.4.	There
                                         is no suit, action, or legal, administrative, arbitration or other proceeding or governmental
                                         investigation pending or threatened that could adversely affect the ability of Lessor
                                         to comply with the obligations of this Agreement.



 


	5.	Indemnification.
                                         Lessor shall, to the extent not otherwise covered by insurance, indemnify, defend and
                                         hold harmless Lessee, its owners, agents, employees and assigns any and all claims, costs,
                                         damages, expenses and liability, including but not limited to any and all claims, costs,
                                         damages, expenses and liability, including but not limited to reasonable attorney’s
                                         fees, arising out of or resulting from the negligent acts or omissions of Lessor, its
                                         employees, agents and assigns including, without limitation, any and all claims of liability
                                         arising out of Lessee’s obligation’s hereunder. This Section shall survive
                                         the termination of this Agreement.



 






    	 



    	 



    

 


	6.	Assignment.
Lessor may assign this Agreement to another entity or allow this Agreement to be assigned by operation of law or otherwise, without
the prior written consent of Lessee.
	 	 
	7.	Agreement
Governed by California Law. This Agreement shall be governed
and construed under the laws of the State of California without giving effect to any choice of law or conflict of law provisions
or rules (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction
other than the State of California
	 	 
	8.	Notices.
Any notice, demand or communication required, permitted or desired to be given hereunder shall be in writing and shall be delivered
personally, by certified mail, return receipt requested, postage prepaid, or by transmission by a telecommunications device, and
shall be effective (a) on the day when personally served, including delivery by overnight mail and courier service, (b) on the
third day after its deposit in the United States mail, and (c) on the business day of confirmed transmission by telecommunications
device. The addresses of the parties hereto (until notice of a change thereof is served as provided in this Section) shall be
as follows:



 


	If
    to Lessor:	If
    to Lessee:
	 	 
	Nelson
                                         Hardiman, LLP	Sean
                                         Ridgley
	11835
        W. Olympic Blvd., Suite 900	 
	Los
        Angeles, CA 90064	415
        Washington Blvd #701 Marina Del Rey, CA 90292
	 	 
	Attn:
    Aaron Lachant	Attn:


 


	9.	Successors.
                                         The provisions and covenants of this Agreement shall bind and inure to the benefit of
                                         the heirs, legal representatives, successors and assigns of each of the parties hereto.
	 	 
	10.	Changes
                                         of Law.



 


		10.1.	Notwithstanding
                                         any other provision of this Agreement, if during the term hereof any Changes of Law (defined
                                         below) results in an Adverse Consequence (defined below), the parties hereto agree to
                                         cooperate in making reasonable revisions to this Agreement in order to avoid such Adverse
                                         Consequence(s). If the parties fail to agree to such revisions after sixty (60) days
                                         following written notice by either party to the other requesting renegotiation, then
                                         either party may terminate this Agreement immediately upon written notice to the other
                                         party.
	 	 	 
		10.2.	As
                                         used herein, “Changes in Law” shall mean any change in the law occurring,
                                         at any time after the parties entered into this Agreement, whether arising from legislation,
                                         decisions of the courts or otherwise, including, without limitation, in the event that
                                         any governmental agency passes, issues or promulgates any law, rule, regulation, guideline
                                         or interpretation, or in the event that any judicial or administrative body issues any
                                         order or decree.
	 	 	 
	 	10.3.	As used herein, “Adverse
Consequence” shall mean a Change of Law that prohibited, restricts, limits or otherwise affects either party’s rights
or obligations hereunder in a material manner or otherwise makes it desirable for either party to restructure the relationship
established hereunder because of material legal consequences expected to result from such Change of Law.



 




    	 



    	 



    





 


	11.	Arbitration.
                                         Except as otherwise provided in this Agreement, any controversy between the parties arising
                                         out of this Agreement shall be submitted for binding arbitration in Los Angeles, California
                                         to an arbitrator selected from the ADR Services, Inc. or any successor entity. Unless
                                         otherwise agreed, the arbitrator shall be a retired judge with significant experience
                                         in business litigation. The arbitrator shall have the power to grant all appropriate
                                         legal and equitable relief, (both by way of interim relief and as a part of its final
                                         award) as may be granted by any court of State of California, to carry out the terms
                                         of this Agreement (e.g., declaratory and injunctive relief and damages). All awards and
                                         orders of the arbitrator (including, but not limited to, interim relief) may be enforced
                                         by any court of competent jurisdiction. Attorney’s fees may be awarded to the prevailing
                                         party or most prevailing party at the discretion of the arbitrator. The parties shall
                                         be entitled to all discovery otherwise provided by the Code of Civil Procedure, 1283.05;
                                         however, the arbitrator shall be empowered to limit discovery for good cause shown and
                                         in the interests of justice in order to assure that the arbitration of the applicable
                                         matter will proceed within the designated time frame. The parties’ intent is that
                                         the arbitration proceedings and discovery shall be conducted as expeditiously as possible.
                                         In that regard, the parties agree to work together in good faith to arrive upon mutually
                                         acceptable procedures regarding the time limits for, and type and degree of, discovery
                                         in any such proceeding and the periods of time within which the matters submitted to
                                         arbitration must be heard and determined by the arbitrator for his or her determination.
                                         The costs of the arbitration, including any administration fee, the arbitrator’s
                                         fee, and costs for the use of facilities during the hearings, shall be borne equally
                                         by the parties to the arbitration. Notwithstanding the above, the arbitrator shall not
                                         have any power to alter, amend, modify or change any of the terns of this Agreement nor
                                         to grant any remedy which is either prohibited by the terms of this Agreement, or not
                                         available in a court of law. Lessor and Lessee acknowledge and agree that under this
                                         Section each of them has waived her or its rights to a jury trial.
	 	 
	12.	Waiver.
                                         The failure of Lessor or Lessee to object to or to take any affirmative action with respect
                                         to any conduct of the other which is in violation of the provisions of this Agreement
                                         shall not be construed as a waiver of that violation or any future violations of the
                                         provisions of this Agreement.
	 	 
	13.	Severability.
If any provision hereunder shall be found illegal, void or unenforceable, this Agreement shall be construed as if said provisions
were not contained herein, giving full force and effect, as nearly as possible, to the original intent of the parties herein.
This Section shall survive any termination of this Agreement.
	 	 
	14.	Construction.
The singular herein when referring to either Lessor or Lessee shall be deemed plural, if the context so requires.



 






    	 



    	 



    

 


	15.	Amendment
and Modification. This Agreement may only be amended or modified
by written consent of the Lessor and Lessee.
	 	 
	16.	Entire
Agreement. This Agreement contains the entire understanding
among the parties hereto concerning the subject matter of this Agreement, and supersedes any prior written or oral agreement among
any or all of the parties hereto concerning the subject matter of this Agreement. There are no representations, agreements, arrangements
or understandings, oral or written, among the parties relating to the subject matter of this Agreement which are not fully expressed
herein.
	 	 
	17.	Headings.
The headings in this Agreement are for convenience of reference only and shall not constitute a part of the Agreement, nor shall
they affect its meaning, construction or effect
	 	 
	18.	Attorney’s
Fees. In the event that any party to this Agreement shall bring
an action or commence arbitration to enforce the provisions of this Agreement or as a result of any default in the performance
of any of the provisions of this Agreement, the prevailing party in such action shall be entitled to recover all costs and expenses,
including reasonable attorneys’ fees, incurred by such party in connection with such action.
	 	 
	19.	Counterparts.
                                         This Agreement may be executed by the parties hereto in separate counterparts, including
                                         by facsimile and “portable document format” (“pdf”), each of
                                         which when so executed and delivered shall be an original, but all such counterparts
                                         shall together constitute one and the same instrument. Delivery of an executed counterpart
                                         of the signature page to this Agreement by facsimile or pdf shall be as effective as
                                         delivery of a manually executed counterpart of this Agreement.



 




    	 



    	 



    


 


IN
WITNESS WHEREOF, the parties cause this Agreement to be executed effective on day and year first set forth above.


 


	OSL
    HOLDINGS, INC.	 	SEAN
    RIDGLEY
	 	 	 	 	 
	By:	 /s/
    Robert Rothenberg	 	By:	 /s/
    Sean Ridgley
	 	Robert
    Rothenberg, CEO	 	 	Sean Ridgley
	 	 	 	 	 
	 	“LESSOR”	 	 	“LESSEE”


 




    	 



    	 



    





 


SCHEDULE
A


 


Description
of Equipment


 


Decorative
chandelier


 


Jewelry
display cases with custom lighting x 3


 


Tall
glass custom display case with custom lighting


 


Cash
register


 


Cash
register stand/desk


 


Custom
wall storage cabinets x 2


 


Phone
unit #2 and #3


 


Packaging
supplies


 


3600
jars with glass tops


 


Scales
x 3


 


Desk


 


Chairs
x 3


 


Bulletin
boards x 2


 


Custom
artwork x 2


 


Concrete
safe


 


Small
day safe


 


Phone
center


 


Security
hub with DVR and lead multi-camer monitor system


 


Custom storage cabinets x 2


 


File cabinet


 


Employee
Manual and Handbook


 


Custom storage cabinet for bathroom


 


Janitorial supplies


 


Original
artwork, custom mirror for bathroom


 


Medical reception desk


 


Printer/scanner unit


  




    	 



    	 



    


  


PC
with monitor


 


Stereo
system with speakers and installation


 


Slimline
reception chairs x 5


 


 Custom upholstered lounge chair


 


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


 


Business
card holders


 


Multi-line
phone hub system


 


Client
management computer software


 


Custom
artwork x 3


 


File
cabinet


 


Wall
rack for files


 


Security
cameras x 2


 


Television
monitor for security system


 


Wall
cabinets for storage x 2


 


Coffee
table


 


Fake
plants


 


Lobby
table


 


Magazine
rack


 


Bulletin
boards


 


Custom
lighting fixture


 


Business
card referral rack


 


Locking
mechanism for front door


 


Customized
window tinting