EXHIBIT 10.7



 


EMPLOYMENT AGREEMENT


 


This Employment Agreement (the “Agreement”)
is made and entered into, effective as of October 20, 2014 (the “Effective Date”), by and between OSL Holdings,
Inc., a Nevada corporation (“Purchaser”), Go Green Hydroponics Inc., a California corporation (the “Company”),
and JEFFREY MALINOVITZ (“Executive”).


 


RECITALS


 


		●	The Company is in the business of retail
sales of cultivation and agricultural products and services as well as transacting with buyers in multiple channels (the “Business”)
in North America, Canada and worldwide on the Internet (the “Territory”). 
	 	 	 
		●	The Company desires to employ Executive,
and the Executive desires to accept such employment, on the terms and subject to the conditions set forth in this Agreement.
	 	 	 
		●	Purchaser, Company and the Executive entered
into that certain Stock Purchase Agreement of even date hereof pursuant to which, in part, Purchaser acquired Executive’s
50% stock interest in the Company



 


In consideration of the mutual promises set
forth in this Agreement the parties hereto agree as follows:


 


ARTICLE I


Term of Employment


 


1.01   Subject to the provisions
of Article V, and upon the terms and subject to the conditions set forth in this Agreement, the Company will employ Executive for
the period beginning on the Effective Date of this Agreement (the “Commencement Date”) and ending on the first
annual anniversary thereof on October 20, 2015 (the “Initial Term”).


 


ARTICLE II


Duties


 


2.01(a) During the term of employment,
Executive will:


 


(i) Promote
the interests, within the scope of his duties, of the Company and devote such working time as is required for the
Company’s business and affairs.


 


(ii) Serve as VP
of Marketing of the Company, reporting directly to the CEO; and


 


(iii) Perform
the duties and services consistent with the title and function of such position, including without limitation, those, if any,
set forth in the Bylaws of the Company or as specifically set forth from time to time by the Company’s Board of
Directors (the “Board”).


 


(b)   Notwithstanding anything contained herein to the
contrary, the Executive has the right to engage in any business or activity outside of the Company that is non-competitive with
the actual business of Company, even if such outside business or activity involves companies or individuals who have a current,
former, or contemplated business relationship with the Company. The foregoing is not intended to be, and shall not limit the covenant
not to compete set forth in the Stock Purchase Agreement between Executive and Purchaser, and any all limitations upon its scope
(e.g., radius) shall be incorporated herein by reference.


 




    	 



    	 



    


 


ARTICLE III


Base Compensation


 


3.01 Reserved.


 


3.02 Guaranteed Salary.
As an inducement to Executive to sign this Agreement and commence employment with the Company on the terms set forth herein, the
Company agrees to pay to Executive a guaranteed annual salary during the Initial Term of Executive’s employment hereunder
in the amount of Two Hundred and Fifty Thousand Dollars ($250,000) (the “Guaranteed Salary”), which shall be
paid in twelve (12) equal monthly installments of $20,833.33 each on the monthly anniversary of the Effective Date of this Agreement
commencing on November 20, 2014, and continuing on the 20th day of each of the next eleven (11) succeeding calendar
months, provided that, at the election of the Company, the Company may pay such Guaranteed Salary in equal periodic intervals
over such 12-month period at the same time when the Company’s regular monthly payroll amounts are paid.


 


3.03Profit Sharing. In addition
to the Base Salary, Executive will retain his previous participation in the Company’s profit sharing program, including the
profit allocation for 2014, provided that the EMPLOYMENT Agreement is still in effect on December 31, 2014.


 


ARTICLE IV


Reserved


 


ARTICLE V


Termination


 


5.01 General Provisions.
Except as otherwise provided in this Article V, at such time as Executive’s employment is terminated by the Executive or
the Company, any and all of the Company’s obligations under this Agreement shall terminate, other than the Company’s
obligation to pay Executive, on the date of Executive’s termination of employment, the full amount of any unpaid Base and
accrued but unpaid benefits, including any vacation pay, earned by Executive pursuant to this Agreement through and including
the date of termination and to observe the terms and conditions of any plan or benefit arrangement which, by its terms, survives
such termination of Executive’s employment. The payments to be made under this Section 5.01 shall be made to Executive,
or in the event of Executive’s death, to such beneficiary as Executive may designate in writing to the Company for that
purpose, or if Executive has not so designated, then to the spouse of Executive, or if none is surviving, then to the personal
representative of the estate of Executive. Notwithstanding the foregoing, termination of employment shall not affect the obligations
of Executive under Article VI hereof that, pursuant to the express provisions of this Agreement, continue in full force and effect.
Upon termination of employment with the Company for any reason, Executive shall promptly deliver to the Company (or shall destroy
and certify to its destruction in writing) all Company property including without limitation all writings, records, data, memoranda,
contracts, orders, sales literature, price lists, client lists, data processing materials, and other documents, whether or not
obtained from the Company or any affiliate, which pertain to or were used by Executive in connection with his employment by the
Company or which pertain to any affiliate, including, but not limited to, Confidential Information, as well as any computers or
other furniture, fixtures or equipment which were purchased by the Company for Executive or otherwise in Executive’s possession
or control.


 




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5.02 Automatic Termination. This
Agreement shall be automatically terminated upon the first to occur of the following (a) the expiration of this Agreement in accordance
with Section 1.01 hereof, (b) the Company’s termination pursuant to section 5.03, (c) the Executive’s termination
pursuant to section 5.04 or (d) the Executive’s death.


 


5.03 By the Company. This
Agreement may be terminated by the Company upon written notice to the Executive upon the first to occur of the following:


 


(a) Disability. Upon the Executive’s
Disability (as defined herein). The term “Disability” shall mean a physical or mental condition by reason of which
it is reasonably likely that the Executive will be unable to perform his duties and responsibilities to the Company for either:
(i) a continuous period of four months; or (ii) 180 days during any consecutive twelve (12) month period. The determination of
whether Executive is Disabled shall be made by a medical doctor who is licensed to practice medicine in the State of California
and who is selected by the Company’s Board and who shall render his or her decision in a written instrument delivered concurrently
to the Company’s Board and to Executive. The determination of such medical doctor shall be final and binding upon the Company
and Executive.


 


(b) For Convenience. Commencing
at any time after January 1, 2015, upon ninety (90) days’ written notice by the Company, for any reason or no reason.


 


(c) Cause. Upon the Executive’s
commission of Cause (as defined herein). The term “Cause” shall mean the following:


 


(i) Any violation by
Executive of any material provision of this Agreement (including without limitation any violation of any provision of Sections
6.01, 6.02 or 6.03 hereof any and all of which are material in all respects), upon notice of same by the Company describing in
detail the breach asserted and stating that it constitutes notice pursuant to this Section 5.03(b)(i), which breach, if capable
of being cured, has not been reasonably cured within 30 days after such notice (except for breaches of any provisions of sections
6.01, 6.02 or 6.03 which are not subject to cure or any notice);


 


(ii) Embezzlement by Executive
of funds or property of the Company;


 






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5.04 By the Executive.
This Agreement may be terminated by the Executive upon written notice to the Company upon the first to occur of the following:





 


(a) Change in Control. Upon a “Change
in Control” (as defined herein) of the Company (unless Executive is not offered a position in the buying or succeeding owner
with equal or better economic terms as this Agreement). The term “Change in Control” shall be deemed to have occurred
at such time as (i) any person or entity (or person or entities which are affiliated or acting as a group or otherwise in concert)
is or becomes the beneficial owner, directly or indirectly, of securities representing 50% or more of the combined voting power
for election of directors of the then outstanding securities of the Company (other than stockholders which own greater than fifty
percent (50%) of the stock of the Company as of the effective date of this Agreement); (ii) the shareholders of the Company approve
any merger or consolidation as a result of which its shares shall be changed, converted, or exchanged (other than a merger with
a wholly-owned subsidiary of the Company) or any liquidation of the Company or any sale or other disposition of all or substantially
all of the assets or earning power of the Company; or (iii) the shareholders of the Company approve any merger or consolidation
to which the Company is a party as a result of which the persons who were shareholders of the Company immediately before the effective
date of the merger or consolidation shall have beneficial ownership of less than 50% of the combined voting power for election
of directors or the equivalent of the surviving corporation following the effective date of such merger or consolidation; provided,
however, that no Change in Control shall be deemed to have occurred as a result of the sale or transfer of the shares of the Company
to an employee benefit plan sponsored by the Company or an affiliate thereof or if the new employer offers to employ the Executive
on substantially the same terms and conditions as set forth in this Agreement (except that the Base shall not be reduced below
the then-existing Base).


 


(b) Constructive Termination.
Upon the occurrence of a “Constructive Termination” (as defined herein) by the Company. The term “Constructive
Termination” shall mean any of the following: any breach by the Company of any material provision of this Agreement, including,
without limitation, the assignment to the Executive of duties inconsistent with his position specified in Section 2.01 hereof
or any breach by the Company of such Section, which is not cured within 60 days after written notice of same by Executive, describing
in detail the breach asserted and stating that it constitutes notice pursuant to this Section 5.04.


 


(c) Voluntary Termination.
Executive’s resignation for reasons other than as specified in Section 5.04(a) and (b).


 


5.05 Consequences of Termination.
Upon any termination of Executive’s employment with the Company, except for a termination by the Company for Cause as provided
in Section 5.03(c) hereof or for a termination by the Executive pursuant to Section 5.04(c) hereof, the Executive shall be entitled
to: (a) any accrued and unpaid Guaranteed Salary, payment of any accrued and unused PTO, and payment of two (2) additional weeks
of additional Base pay (the “Severance”); (b) the issuance of any profit sharing up until date of termination.
The Severance shall be paid, at Company’s option, either (x) in a lump sum upon termination with such payments discounted
by the U.S. Treasury rate most closely comparable to the applicable time period left in the Agreement or (y) as and when normal
payroll payments are made. Executive expressly acknowledges and agrees that the payment of Severance to Executive hereunder shall
be liquidated damages for and in full satisfaction of any and all claims Executive may have relating to or arising out of Executive’s
employment or termination of Executive’s employment by the Company or relating to or arising out of this Agreement and the
termination thereof, including, without limitation, those causes of action arising under the Age Discrimination in Employment
Act of 1967, as amended, 29 U.S.C. §621 et seq., Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C.
§2000e et seq., the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. §12101 et seq. , the
Fair Labor Standards Act of 1938, as amended, 29 U.S.C. §201 et seq., the Civil Rights Act of April 9, 1866.1 42 U.S.C.
§1981 et seq., the National Labor Management Relations Act, 29 U.S.C. §141 et seq., the Occupational Safety
and Health Act, 29 U.S.C. §651 et seq., and the Family Medical Leave Act of 1993, 29 U.S.C. §2601 et seq.
Notwithstanding the foregoing, Executive’s right to receive Severance Pay is contingent upon Executive not violating
any of his on-going obligations under this Agreement.


 


5.06 Representations. Executive
represents, warrants, and covenants to Company that (a) there is no other agreement or relationship which is binding on him which
prevents him from entering into or fully performing under the terms hereof.


 




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ARTICLE VI


Covenants


 


6.01 Competition/Solicitation.


 


(a) During
the period in which Executive performs services for the Company, Executive hereby covenants and agrees that he shall not, directly
or indirectly, except in connection with his duties hereunder or otherwise for the sole account and benefit of the Company, whether
as a sole proprietor, partner, member, shareholder, employee, director, officer, guarantor, consultant, independent contractor,
or in any other capacity as principal or agent, or through any person, subsidiary, affiliate, or employee acting as nominee or
agent, except with the consent of the Company:


 


(i) Conduct or engage
in, or be interested in or associated with, any person or entity anywhere within a 60-mile radius of the Company’s principal
retail location (plus any such additional geographical markets to which the Company may have expanded during the course of Executive
‘s employment) other than the Company and its affiliates which conducts or engages in the Business (plus any such additional
product or service markets to which the Company may have expanded during the course of Executive ‘s employment);


 


(ii) Solicit, attempt to
solicit, or accept business from, or cause to be solicited or have business accepted from, any then-current customers of Company,
any persons or entities who were customers of the Company within the 180 days preceding the Termination Date, or any prospective
customers of the Company for whom bids were being prepared or had been submitted as of the Termination Date; or


 


(iii) Induce, or attempt to induce,
hire or attempt to hire, or cause to be induced or hired, any employee of the Company, or persons who were employees of the Company
within the 180 days preceding the Termination Date, to leave or terminate his or her employment with the Company, or hire or engage
as an independent contractor any such employee of the Company.


 


(b) Notwithstanding the foregoing,
Executive shall not be prevented from (i) investing in or owning up to five percent (5%) of the outstanding stock of any corporation
engaged in any business provided that such shares are regularly traded on a national securities exchange or in any over-the-counter
market or (ii) retaining any shares of stock in any corporation which Executive owned before the date of his employment with the
Company.


 




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6.02 Confidential Information. Executive
acknowledges that in his employment he is or will be making use of, acquiring, or adding to the Company’s confidential information
which includes, but is not limited to, memoranda and other materials or records of a proprietary nature; technical information
regarding the operations of the Company; and records and policy matters relating to finance, personnel, market research, strategic
planning, current and potential customers, lease arrangements, service contracts, management, and operations. Therefore, to protect
the Company’s confidential information and to protect other employees who depend on the Company for regular employment,
Executive agrees that he will not in any way use any of said confidential information except in connection with his employment
by the Company, and except in connection with the business of the Company he will not copy, reproduce, or take with him the original
or any copies of said confidential information and will not directly or indirectly divulge any of said confidential information
to anyone without the prior written consent of the Company.


 


6.03 Non-Disparagement. For a period
commencing on the date hereof and continuing for a period of two years following the termination of this agreement, (a) Executive
hereby covenants and agrees that he shall not, directly or indirectly, defame, disparage, create false impressions, or otherwise
put in a false or bad light the Company, its products or services, its business, reputation, conduct, practices, past or present
employees, financial condition or otherwise, and (b) Company hereby covenants and agrees that it shall not, directly or indirectly,
defame, disparage, create false impressions, or otherwise put in a false or bad light Executive or his personal or business reputation,
conduct, practices, financial condition or otherwise.


 


6.04 Blue Penciling. If at the time
of enforcement of any provision of this Agreement, a court shall hold that the duration, scope, or area restriction of any provision
hereof is unreasonable under circumstances now or then existing, the parties hereto agree that the maximum duration, scope or
area reasonable under the circumstances shall be substituted by the court for the stated duration, scope, or area.


 


6.05 Remedies. Executive acknowledges
that any breach by him of the provisions of this Article VI of this Agreement shall cause irreparable harm to the Company and
that a remedy at law for any breach or attempted breach of Article VI of this Agreement will be inadequate, and agrees that, notwithstanding
section 9.01 hereof, the Company shall be entitled to exercise all remedies available to it, including specific performance and
injunctive and other equitable relief, without the necessity of posting any bond, in the case of any such breach or attempted
breach.


 


6.06Guaranty. Purchaser hereby unconditionally
guarantees the due, full, and punctual payment by the Company of all amounts coming due to Executive under this Agreement.


 




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ARTICLE VII


Assignment


 


7.01 This Agreement shall be binding
upon and inure to the benefit of the successors and assigns of the Company and shall relieve the Company of its obligations hereunder
if the assignment is pursuant to a Change in Control. Neither this Agreement nor any rights hereunder shall be assignable by Executive
and any such purported assignment by him shall be void.


 


ARTICLE VIII


Entire Agreement


 


This Agreement constitutes the entire understanding
between the Company and Executive concerning his employment by the Company or subsidiaries and supersedes any and all previous
agreements between Executive and the Company or any of its affiliates or subsidiaries concerning such employment, and/or any compensation,
bonuses or incentives. Each party hereto shall pay its own costs and expenses (including legal fees) except as otherwise expressly
provided herein incurred in connection with the preparation, negotiation, and execution of this Agreement. This Agreement may not
be changed orally, but only in a written instrument signed by both parties hereto.


 


ARTICLE IX


Applicable Law; Miscellaneous


 


9.01 Governing Law. This
Agreement shall be governed by, enforced, and construed under and in accordance with the laws of the United States of America
and, with respect to the matters of state law, with the laws of the State of California. Each party hereby consents to the jurisdiction
of the courts of the State of California for all actions arising hereunder. Each of the parties further hereby (a) acknowledges
that this Agreement has been negotiated, executed, and delivered in, and shall be performed in, Los Angeles County, California,
and (b) irrevocably consents and agrees that the exclusive venue for any and all legal or equitable actions or proceedings arising
under or in connection with this Agreement shall be the Superior Court in and for the County of Los Angeles and the United States
Federal District Courts for the Central District of California. By execution and delivery of this Agreement, each party hereto
irrevocably submits to and accepts, with respect to any such actions or proceedings, generally and unconditionally, the jurisdiction
of the aforesaid courts, and irrevocably waives any and all rights such party may now or hereafter have to object to such venue.


 


9.02 Attorneys’ Fees.
In addition to all other rights and benefits under this Agreement, each party agrees to reimburse the other for, and indemnify
and hold harmless such party against, all costs and expenses (including attorney’s fees) incurred by such party (whether
or not during the term of this Agreement or otherwise), if and to the extent that such party prevails on or is otherwise successful
on the merits with respect to any action, claim or dispute relating in any manner to this Agreement or to any termination of this
Agreement or in seeking to obtain or enforce any right or benefit provided by or claimed under this Agreement, taking into account
the relative fault of each of the parties and any other relevant considerations.


 




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9.03 Indemnification of Executive.
The Company shall indemnify and hold harmless Executive to the full extent authorized or permitted by law with respect to any
claim, liability, action, or proceeding instituted or threatened against or incurred by Executive or his legal representatives
and arising in connection with Executive’s conduct or position at any time as a director, officer, employee, or agent of
the Company or any subsidiary thereof. The Company shall not change, modify, alter, or in any way limit the existing indemnification
and reimbursement provisions relating to and for the benefit of its directors and officers without the prior written consent of
the Executive, including any modification or limitation of any directors and officers liability insurance policy.


 


9.04 Waiver. No waiver by either party
hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement
to be performed by such other party shall be deemed a continuing waiver or a waiver of any similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied,
with respect to the subject matter hereof have been made by either party hereto which are not set forth expressly in this Agreement.


 


9.05 Unenforceability.
The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability
of any other provision of this Agreement, which shall remain in full force and effect.


 


9.06 Counterparts. This
Agreement may be executed in several counterparts, each of which shall be deemed to be an original and all of which together shall
constitute one and the same instrument. A copy of this Agreement that is executed by a party and delivered to the other party
by facsimile or as an attachment (e.g., in “portable document format”) to an email shall be binding on the signatory
party to the same extent as a copy hereof containing the signatory party’s original signature.


 


9.07 Section Headings.
The section headings contained in this Agreement are inserted for reference purposes only and shall not affect the meaning or
interpretation of this Agreement.


 


[Signatures appear on the following page.]


 




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IN WITNESS WHEREOF , the parties have executed this Agreement
as of the Effective Date first written above.


 


“Purchaser:”


 


OSL Holdings, Inc.:


 


	By:	/s/ Robert Rothenberg	 
	Name:	Robert Rothenberg	 
	Title:	CEO	 


 


“Company:”


 


Go Green Hydroponics Inc.


 


	By:	/s/ Jason Babadjov	 
	Name:	Jason Babadjov	 
	Title:	CEO	 


 


“Executive:”


 


	/s/ Jeffrey Malinovitz	 
	Jeffrey Malinovitz	 




 



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