THE ISSUANCE AND SALE OF
THE SECURITIES REPRESENTED BY THIS DEBENTURE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE
STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL
SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS
SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.


 


OSL HOLDINGS, INC.


 


SENIOR SECURED, CONVERTIBLE,
REDEEMABLE DEBENTURE


 


	
        Dated
as of: June 30, 2014

Effective Date: October 20, 2014

Maturity Date:
October 20, 2015
	Principal Amount: $1,900,000.00


 


This
SENIOR SECURED, CONVERTIBLE REDEEMABLE DEBENTURE (the
“Debenture”) is issued,
dated as of June 30, 2014
and effective as
of October 20, 2014 (the “Effective
Date”), by OSL HOLDINGS, INC., a
corporation incorporated under the laws of the State of Nevada (the
“Company”), to TCA
GLOBAL CREDIT MASTER FUND, LP, a limited
partnership organized and existing under the laws of the Cayman Islands (together with its
permitted successors and assigns, the “Holder”)
pursuant to exemptions from registration under the Securities Act of 1933, as amended. This Debenture is issued in connection
with that certain securities purchase agreement, dated of the date hereof, by and between the Company and the Holder (the “Purchase
Agreement”). All capitalized terms used in this Debenture and not otherwise defined herein shall have the meanings assigned
to them in the Purchase Agreement.


 


ARTICLE
I


 


Section
1.01Principal and Interest. For value
received, the Company
hereby promises to pay
to the order
of the Holder,
by no later
than October 20, 2015 (the “Maturity
Date”), in immediately available and lawful
money of the United States of America, One Million Nine Hundred Thousand and
No/100 United States Dollars ($1,900,000.00), together with interest on the outstanding
principal amount under this Debenture,
at the rate of
eleven percent (11%) per annum simple interest
(the “Interest Rate”) from
the Effective Date, until paid, as more specifically provided below.


 




    	1



    	 



    


 


Section
1.02 Optional Redemption Prior
to Maturity. The
Company, at its option, shall
have the right
to redeem this
Debenture in full
and for cash, at any time prior
to the Maturity Date, with three (3) business days advance written notice (the
“Redemption Notice”)
to the Holder. The amount
required to redeem this Debenture in full pursuant to this Section 1.02 shall
be equal to: (i) the aggregate principal amount then outstanding under this
Debenture; plus all accrued and unpaid
interest due under this Debenture
as of the redemption date; plus (ii) all other costs, fees and charges
due and payable hereunder or under
any other “Transaction Documents” (as hereinafter defined), (collectively,
the “Redemption Amount”). The Company shall deliver
the Redemption Amount to the Holder on the third (3rd) business day after the
date of the Redemption Notice.


 


Section
1.03 Mandatory Redemption at Maturity. On the
Maturity Date, the Company
shall redeem this
Debenture for the Redemption
Amount, which Redemption
Amount shall be due
and payable to
the Holder by no later than 2:00 P.M.,
EST, on the Maturity Date.


 


Section
1.04Payments.


 


(1) Monthly
Payments. The Company shall make monthly payments of principal,
interest and the corresponding amount of redemption premium to
the Holder, while this Debenture
is outstanding, until the Maturity
Date, based on the payment, amortization and
redemption premium schedule attached
hereto as Schedule A. In the event such day is not a Business Day, then said payment shall
be due on the first Business Day thereafter occurring. 


 


(2) Interest
Calculations; Payment Application.
Interest shall be
calculated on the basis
of a 360-day
year, and shall
accrue daily on
the outstanding principal
amount outstanding from time
to time for the actual
number of days
elapsed, commencing on the Effective
Date until payment in full of the outstanding
principal, together with all accrued and unpaid interest and other amounts which
may become due hereunder or under
any Transaction Documents, has been
made. Unless otherwise expressly provided elsewhere in this Debenture, all payments
made under this Debenture shall include a redemption premium equal to six percent (6%)
of the amount of principal paid with such payment. All payments received and actually
collected by Holder hereunder shall be applied first to
any costs and expenses due
or incurred hereunder or under any other Transaction Documents, second to the
redemption premium due on such payment in accordance
with this Debenture, third
to accrued and unpaid interest
hereunder, and last to reduce the outstanding principal
balance of this Debenture.


 


(3) Late
Fee. If all or any portion of the payments of principal, interest or other
charges due hereunder are not received
by the Holder within five (5) days of
the date such payment is due, then the Company shall pay to
the Holder a late charge (in addition to any other remedies that Holder may have) equal to five percent (5%)
of each such unpaid payment or sum. Any payments returned to Holder for any
reason must be covered by wire
transfer of immediately available funds to an
account designated by Holder, plus a
$100.00 administrative fee charge. Holder shall have no responsibility or liability
for payments purportedly made hereunder but
not actually received by Holder; and the Company shall
not be discharged from the obligation
to make such payments due to loss of same in the mails or due to any other excuse
or justification ultimately involving facts where such payments were not actually
received by Holder.


 




    	2



    	 



    


 


Section
1.05. Manner of Payments.
All sums payable to
the order of
Holder hereunder shall be
payable by wire
transfer of lawful dollars of the United States of
America to the
wire instructions set forth below, or at such
place as Holder, from time to
time, may designate in writing. Wire Instructions for all sums due and payable
hereunder are as follows:


 


Correspondent Bank:

Northern Trust Intl. Bkg Corp.

New Jersey

Fedwire ABA# 026-0011-22

CHIPS ABA# 0112

SWIFT: CNORUS33


 


Beneficiary
Bank:

Caledonian Bank Limited

Grand Cayman

A/C Number: 118984-20230

SWIFT:
CBTLKYKY


 


Beneficiary
Reference: 

Account Name: TCA Global Credit Master
Fund, LP 

Account Number: 
0201420310849001


 


ARTICLE
II


 


Section
2.01Secured Nature of Debenture. This Debenture
is being issued
in connection with the Purchase Agreement.
The indebtedness evidenced
by this Debenture
is also secured by
all of the
assets and property of the Company and
various other instruments and documents
referred to in the
Purchase Agreement as the “Transaction Documents”. All of the agreements,
conditions, covenants, provisions,
representations, warranties and
stipulations contained in any of
the Transaction Documents which
are to be kept and performed by the Company
are hereby made a part of this Debenture to the
same extent and with the same force and effect as if
they were fully set forth herein, and the Company covenants and
agrees to keep and perform them,
or cause them to be kept or performed, strictly
in accordance with their terms.


 




    	3



    	 



    


 


ARTICLE
III


 


Section
3.01Events of Default.
The occurrence of
any of the
following events shall constitute
an “Event of Default”
hereunder: (i) the Company shall fail
to pay any interest,
principal or
other charges due under this Debenture or any other
Transaction Documents on the date when any such payment
shall be due and payable; (ii) the Company
makes an assignment for the benefit of creditors; (iii) any order or decree is
rendered by a court which appoints or requires the appointment of a receiver,
liquidator or trustee for the
Company, and the order or decree is not vacated within thirty (30) days from
the date of entry thereof; (iv) any order or decree is
rendered by a court adjudicating the Company insolvent, and the order or decree
is not vacated within thirty (30) days
from the date of entry thereof; (v) the Company files a petition in bankruptcy
under the provisions of any bankruptcy law or any insolvency act; (vi) the Company admits, in
writing, its inability to pay its debts as they
become due; (vii) a proceeding or petition
in bankruptcy is filed against
the Company and such proceeding or petition
is not dismissed within thirty (30) days from the date it
is filed; (viii) the Company files a petition
or answer seeking reorganization or arrangement under the bankruptcy laws or any law or statute of the United States
or any other foreign country or state; and (ix) the Company shall fail to perform,
comply with or abide by any of the stipulations,
agreements, conditions and/or covenants contained in this Debenture or any
of the other Transaction Documents on
the part of the Company to be performed complied with or abided by, and such failure
continues or remains uncured for ten (10) days following written notice from
the Holder to the Company.


 


Section
3.02Remedies. Upon the
occurrence of an
Event of Default
that is not timely cured
within an applicable
cure period hereunder, the
interest on this Debenture shall immediately
accrue at an interest rate
equal to eighteen percent (18%) per annum, and,
in addition to all other rights or remedies the
Holder may have, at law or in equity, the Holder may, in its sole discretion, accelerate
full repayment of all principal amounts outstanding hereunder, together with accrued
interest thereon, together with redemption premiums due thereon, together with all attorneys’
fees, paralegals’ fees and costs and expenses incurred
by the Holder in collecting or enforcing payment hereof (whether such fees,
costs or expenses are incurred in negotiations, all trial and appellate levels,
administrative proceedings, bankruptcy proceedings or
otherwise), and together with all other sums due by
the Company hereunder and under the
Transaction Documents, all without
any relief whatsoever from any valuation or appraisement laws, and payment
thereof may be enforced and recovered in whole
or in part at any time by one or more
of the remedies provided to the Holder
at law, in equity, or under this Debenture
or any of the other Transaction Documents. In connection with
the Holder’s rights hereunder upon an Event of Default,
the Holder need not provide, and the
Company hereby waives, any presentment, demand, protest or other notice
of any kind, and the Holder may immediately enforce any and
all of its rights and remedies hereunder and all other remedies available to it in equity or under
applicable law.


 


Upon the occurrence
of an Event of Default, in addition to any other rights or remedies the Holder may have under the Transaction Documents or applicable
law, the Holder shall have the right, but not the obligation, to cause the Confession of Judgment to be entered into a court of
competent jurisdiction.


 




    	4



    	 



    


 


ARTICLE
IV


 


Section
4.01 Usury Savings Clause.
Notwithstanding any provision
in this Debenture or
the other Transaction
Documents to the
contrary, the total
liability for payments of interest
and payments in the nature of interest, including,
without limitation, all charges, fees, exactions, or
other sums which may at any time be deemed to be interest, shall not exceed the limit
imposed by the usury laws of the jurisdiction governing this Debenture or any
other applicable law. In the event the total liability of
payments of interest and payments in the
nature of interest, including, without
limitation, all charges, fees, exactions
or other sums which may at any time be deemed
to be interest, shall, for
any reason whatsoever, result
in an effective
rate of interest, which for any
month or other interest payment
period exceeds the limit imposed by
the usury laws of the jurisdiction governing this Debenture, all sums in excess of those
lawfully collectible as interest for the
period in question shall, without further
agreement or notice by, between, or to any party hereto, be applied to the
reduction of the outstanding principal
balance due hereunder immediately upon receipt
of such sums by the Holder
hereof, with the same force
and effect as though the Company had specifically designated
such excess sums to be so applied to
the reduction of the principal balance then
outstanding, and the Holder hereof
had agreed to accept such sums as a penalty-free payment of principal; provided,
however, that the Holder may, at any time and from time to time,
elect, by notice in writing to the Company, to waive, reduce, or limit the collection
of any sums in excess of those lawfully
collectible as interest, rather
than accept such sums
as a prepayment of the principal
balance then outstanding. It is the intention
of the parties that the Company does not intend
or expect to pay, nor does the Holder intend or expect to
charge or collect any
interest under this Debenture greater than
the highest non-usurious rate of interest which may be charged under applicable law.


 


ARTICLE
V


 


Section
5.01No Exemption. The
Company hereby waives
and releases all
benefit that might accrue
to the Company
by virtue of
any present or
future laws exempting
any property that may serve as security for
this Debenture, or any other property,
real or personal, or any part of the proceeds arising from any sale of any such property,
from attachment, levy, or sale under execution, exemption from civil process, or extension
of time for payment; and the Company agrees that any property that may be levied upon
pursuant to a judgment obtained by virtue hereof,
on any writ of execution issued
thereon, may be sold upon any such writ
in whole or in part in any order or manner
desired by Holder.


 


Section
5.02 Exercise of
Remedies. The remedies
of the Holder
as provided herein and
in any of
the other Transaction Documents shall be cumulative and
concurrent and may be pursued singly, successively or
together, at the sole discretion of the Holder, and may be exercised
as often as occasion therefor shall
occur; and the failure to exercise any such
right or remedy shall in no event be construed as a waiver or release thereof.


 


Section
5.03 Waivers. The
Company and all
others who are,
or may become
liable for the payment
hereof: (i) severally
waive presentment for payment, demand, notice
of nonpayment or dishonor, protest and notice of protest
of this Debenture or any
other Transaction Documents, and all other notices
in connection with the delivery,
acceptance, performance, default, or enforcement
of the payment of this
Debenture and the other Transaction Documents, except as specifically provided
in this Debenture or any other Transaction Document; (ii) expressly consent
to all extensions of time,
renewals or postponements of time
of payment of this Debenture and any other
Transaction Documents from time to time
prior to or after the maturity of
this Debenture without notice, consent or further consideration to any of the foregoing; (iii) expressly agree that the
Holder shall not be required first to institute
any suit, or to exhaust its remedies against
the Company or any other person or party to become
liable hereunder or against any collateral
that may secure this Debenture in
order to enforce the payment of this Debenture; and (iv) expressly agree that,
notwithstanding the occurrence of
any of the
foregoing (except the express written
release by the Holder of any such
person), the undersigned shall be
and remain, directly and primarily liable for all
sums due under this Debenture.


 




    	5



    	 



    


 


Section
5.04 No Waiver.
Holder shall not
be deemed, by
any act of
omission or commission, to
have waived any
of its rights or remedies hereunder
unless such waiver is in writing and signed by Holder, and then only
to the extent specifically set forth in the writing. A waiver on one
event shall not be construed as continuing or as
a bar to or waiver of any right or
remedy to a subsequent event.


 


ARTICLE
VI


 


Section
6.01 Notice. Any notices,
consents, waivers, or
other communications required or
permitted to be
given under the
terms of this
Debenture must be in writing and in each case properly addressed
to the party to receive the same in accordance
with the information below, and will be
deemed to have been delivered:
(i) if mailed by certified mail, return
receipt requested, postage prepaid and properly addressed to the address below,
then three (3) business days after deposit of same
in a regularly maintained U.S. Mail receptacle;
or (ii) if mailed by Federal Express, UPS or other nationally recognized
overnight courier service, next business morning delivery, then one (1) business day after deposit of same in a regularly
maintained receptacle of such overnight courier;
or (iii) if hand delivered, then
upon hand delivery thereof to the address indicated
on or prior to 5:00 p.m ., EST,
on a business day. Any notice hand delivered
after 5:00 p.m., EST, shall be
deemed delivered on the following
business day. Notwithstanding the foregoing,
notice, consents, waivers or other communications referred to in this
Debenture may be sent by facsimile, e-mail, or other method
of delivery, but shall be deemed to have
been delivered only when the
sending party has confirmed (by reply e-mail or some other form of written confirmation
from the receiving party) that the notice has been received by
the other party. The addresses and facsimile numbers
for such communications shall be as
set forth below, unless such address or
information is changed by a notice conforming
to the requirements hereof.


 


	 	If to the Company:	 	OSL Holdings, Inc.
	 	 	 	1669 Edgewood Road, Suite 214,
	 	 	 	Yardley, PA 10967
	 	 	 	Attention: Bob Rothenberg
	 	 	 	Telephone: (845) 363-6776
	 	 	 	Facsimile: (845) 363-6779
	 	 	 	E-Mail: bob@oslholdings.com
	 	 	 	 
	 	With a copy to:	 	Legal & Compliance, LLC
	 	(which shall not constitute notice)	 	330 Clematis Street, Suite 217
	 	 	 	West Palm Beach, FL 33401
	 	 	 	Attention: Laura Anthony, Esq.
	 	 	 	Telephone: (561) 515-0936
	 	 	 	Facsimile: (561) 514-0832
	 	 	 	E-Mail: lanthony@legalandcompliance.com



 



    	6



    	 



    



 


	 	If to the Holder:	 	TCA Global Credit Master Fund, LP
	 	 	 	3960 Howard Hughes Parkway, Suite 500
	 	 	 	Las Vegas, NV 89196
	 	 	 	Attn: Mr. Robert Press
	 	 	 	Telephone: (702) 990-3752
	 	 	 	Facsimile: (973) 807-1813
	 	 	 	E-Mail: bpress@tcaglobalfund.com
	 	 	 	 
	 	With a copy to:	 	Lucosky Brookman LLP
	 	(which shall not constitute notice)	 	101 Wood Avenue South, 5th Floor
	 	 	 	Woodbridge, NJ 08830
	 	 	 	Attn: Seth A. Brookman, Esq.
	 	 	 	Telephone: (732) 395-4400
	 	 	 	Facsimile: (732) 395-4401
	 	 	 	E-Mail: sbrookman@lucbro.com





Section
6.02 Governing Law
and Venue. The
Company and Holder
each irrevocably agrees that
any dispute arising
under, relating to,
or in connection with,
directly or indirectly, this Debenture or related to any matter which
is the subject of or incidental to this Debenture (whether or not such claim
is based upon breach of contract or tort) shall be subject to the exclusive
jurisdiction and venue of the state
and/or federal courts located in Broward County, Florida. This
provision is intended to be a “mandatory”
forum selection clause and governed by and interpreted consistent with Florida
law. The Company and Holder each hereby consents
to the exclusive jurisdiction and venue of any
state or federal court
having its situs in said county, and
each waives any objection based on forum non conveniens.
The Company hereby waives personal service of
any and all process and consent that
all such service of process may
be made by certified mail, return receipt requested, directed to
the Company, as set forth herein in the
manner provided by applicable statute, law, rule of court
or otherwise. Except for the
foregoing mandatory forum selection clause,
all terms and provisions
hereof and the rights
and obligations of the Company and
Holder hereunder shall be governed, construed and interpreted in accordance with the
laws of the State of Nevada, without
reference to conflict of laws principles.


 


Section 6.03 Severability.
In the event any one or more of the provisions of this Debenture shall for any reason be held to be invalid, illegal, or unenforceable,
in whole or in part, in any respect, or in the event that any one or more of the provisions of this Debenture operates or would
prospectively operate to invalidate this Debenture, then and in any of those events, only such provision or provisions shall be
deemed null and void and shall not affect any other provision of this Debenture. The remaining provisions of this Debenture shall
remain operative and in full force and effect and shall in no way be affected, prejudiced, or disturbed thereby.


 




    	7



    	 



    


 


Section 6.04 Entire
Agreement and Amendments. This Debenture, together with the other Transaction Documents represents the entire agreement between
the parties hereto with respect to the subject matter hereof and thereof, and there are no representations, warranties or commitments,
except as set forth herein and therein. This Debenture may be amended only by an instrument in writing executed by the parties
hereto.


 


Section 6.05 Binding
Effect. This Debenture shall be binding upon the Company and the successors and assigns of the Company and shall inure to the
benefit of the Holder and the successors and assigns of the Holder.


 


Section 6.06 Assignment.
The Holder may from time to time sell or assign, in whole or in part, or grant participations in, this Debenture and/or the obligations
evidenced hereby without the consent of the Company. The holder of any such sale, assignment or participation, if the applicable
agreement between Holder and such holder o provides, shall be: (i) entitled to all of the rights obligations and benefits of Holder
(to the extent of such holder’s interest or pa1ticipation); and (ii) deemed to hold and may exercise the rights of setoff
or banker’s lien with respect to any and all obligations of such holder to the Company (to the extent of such holder s interest
or participation) , in each case as fully as though the Company was directly indebted to such holder. Holder may in its discretion
give notice to the Company of such sale, assignment or participation; however, the failure to give such notice shall not affect
any of Holder’s or such holder’s rights hereunder.


 


Section 6.07Lost
or Mutilated Debenture. If this Debenture shall be mutilated, lost, stolen or destroyed the Company shall execute and deliver,
in exchange and substitution for and upon cancellation of a mutilated Debenture or in lieu of or in substitution for a lost, stolen
or destroyed Debenture a new Debenture for the principal amount of this Debenture so mutilated, lost stolen or destroyed , but
only upon receipt of evidence of such loss, theft or destruction of such Debenture, and of the ownership hereof, reasonably satisfactory
to the Company.


 


Section 6.08
WAIVER OF JURY TRIAL. THE
COMPANY HEREBY KNOWINGLY, VOLUNTARILY,
INTENTIONALLY AND IRREVOCABLY
WAIVES ALL RIGHT
TO A TRIAL BY
JURY WITH RESPECT TO ANY LITIGATION
BASED ON THIS DEBENTURE, OR ARISING OUT
OF, UNDER OR IN CONNECTION WITH, THIS
DEBENTURE OR ANY OTHER TRANSACTION DOCUMENTS,
OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN)
OR ACTIONS OF OR BETWEEN ANY PARTY HERETO, AND THE COMPANY
AGREES AND CONSENTS TO THE GRANTING
TO HOLDER OF RELIEF FROM ANY STAY
ORDER WHICH MIGHT BE ENTERED BY ANY COURT AGAINST HOLDER AND TO ASSIST
HOLDER IN OBTAINING SUCH RELIEF. THIS PROVISION IS A MATERIAL INDUCEMENT FOR HOLDER ACCEPTING THIS DEBENTURE FROM THE COMPANY.
THE COMPANY’S REASONABLE RELIANCE UPON SUCH INDUCEMENT I HEREBY ACKNOWLEDGED.


 


Section
6.09 NON-US STATUS. THE HOLDER
IS A NON-US
PERSON AS THAT TERM
IS DEFINED IN
THE UNITED
STATES INTERNAL
REVENUE CODE. IT IS HEREBY AGREED AND UNDERSTOOD THAT THE OBLIGATIONS HEREUNDER MAY
BE SOLD ONLY TO NON-U.S. PERSON. THE INTEREST
PAYABLE HEREUNDER IS PAYABLE ONLY OUTSIDE
THE UNITED STATES. ANY U.S.
PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED
STATES INCOME TAX LAW. BY ACCEPTING THIS OBLIGATION, THE HOLDER REPRESENTS AND WARRANT THAT IT IS
NOT A UNITED STATES PERSON (OTHER THAN AN
EXEMPT RECIPIENT DESCRIBED IN SEC
6049(8)(4) OF THE INTERNAL REVENUE CODE AND REGULATIONS
THEREUNDER) AND THAT IT IS NOT ACTING FOR OR ON BEHALF OF A
UNITED STATE PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SEC. 6049(B)(4)
OF THE INTERNAL REVENUE CODE AND THE REGULATIONS
THEREUNDER).


 




    	8



    	 



    


 


ARTICLE
VII


 


Section
7.01 Conversion of Debenture.
At any time
and from time
to time while
this Debenture is outstanding
on or after the Closing Date, if mutually agreed upon by the parties or upon the occurrence of
an Event of Default
at the sole option of the
Holder, this
Debenture may be, convertible into shares of
the Company’s
common stock, $0.001 par value
per share
(the “Common
Stock”) in
accordance with
the terms and conditions
set forth in this Article VII.


 


(1) Voluntary
Conversion.
At any time
while this Debenture
is outstanding on or
after the Closing
Date, upon the
occurrence of
an Event of Default,
the Holder may convert
all or any portion of the outstanding
principal accrued and unpaid interest
redemption premium and any other sums due and payable hereunder
or under any
of the
other Transaction Documents
(such total amount, the “Conversion
Amount”) into shares of
Common Stock of the Company
(the “Conversion Shares”) at
a price
equal to: (i)
the Conversion
Amount (the numerator);
divided by
(ii) eighty five percent (85%)
of the lowest volume weighted average price of the Company’s
Common Stock during the five (5) trading days
immediately prior to the Conversion
Date (as defined
below), as indicated
in the conversion notice
(in the form attached hereto
as Exhibit “B” the
“Conversion
Notice”)
(the denominator)
(the “Conversion
Price”). The
Holder shall
submit
a Conversion Notice indicating
the amount of the Debenture
being converted and the number
of Conversion Shares issuable
upon such conversion, and where
the Conversion Shares should be
delivered.


 


(2) The
Holder’s Conversion
Limitations.
The Company
shall not
affect any conversion
of this
Debenture, and the
Holder shall
not have the
right to convert any portion of this Debenture,
to the extent that after giving
effect to the conversion
set forth on the Conversion Notice submitted by the Holder, the
Holder (together with the Holder’s affiliates (as defined herein) and any Persons acting as a group together with
the Holder or any of the Holder’s affiliates) would beneficially own
in excess of the Beneficial Ownership
Limitation (as defined herein). To ensure
compliance with this restriction, prior to delivery of any Conversion Notice,
the Holder shall have the right to request
that the Company provide to the Holder a written statement
of the percentage ownership of the Company’s
Common Stock that would by beneficially
owned by the Holder and its affiliates
in the Company if the Holder converted such
portion of this Debenture then intended to be converted
by Holder. The Company shall, within two
(2) business days of such request, provide Holder with the requested information
in a written statement, and the Holder shall be entitled to rely on such
written statement from the Company
in issuing its Conversion Notice and ensuring that
its ownership of the Company’s Common Stock
is not in excess
of the Beneficial Ownership Limitation. The
restriction described in this Section may be
waived by Holder, in whole or in part, upon
notice from the Holder to the
Company. For purposes of this Debenture, the “Beneficial Ownership Limitation”
shall be 4.99% of the number of shares
of Common Stock outstanding immediately after giving effect to
the issuance of
shares of Common Stock issuable upon
conversion of this Debenture. The limitations contained in this Section shall apply
to a successor holder of this Debenture. For purposes of this
Debenture, “Person” means an individual, a
limited liability company, a partnership,
a joint venture, a corporation, a trust, an unincorporated organization or a government
or any department or agency thereof.


 




    	9



    	 



    



 


(3) Mechanics
of Conversion. The conversion
of this Debenture shall
be conducted in the
following manner:


 


(a) Holder’s
Delivery Requirements. To convert this
Debenture into shares of
Common Stock on any
date set forth
in the Conversion
Notice by the Holder
(the “Conversion Date”), the
Holder shall transmit by facsimile or electronic mail (or otherwise deliver)
a copy of the fully executed Conversion
Notice to the Company
(or, under certain circumstances as set forth below,
by delivery of the Conversion Notice to the Company’s transfer agent).


 


(b) Company’s
Response. Upon receipt
by the Company
of a copy
of a Conversion Notice,
the Company shall
as soon as practicable, but in no
event later than two (2) Business
Days after receipt of such Conversion Notice,
send, via facsimile or electronic mail (or
otherwise deliver) a confirmation of receipt of such Conversion Notice (the “Conversion Confirmation”) to the
Holder indicating
that the Company will process such Conversion
Notice in accordance with the terms herein. In the event
the Company fails to issue its Conversion
Confirmation within said two (2) Business Day
time period, the Holder shall
have the absolute and irrevocable right and authority to deliver the fully executed Conversion Notice to the Company’s
transfer agent, and pursuant
to the terms of
the Purchase Agreement, the Company’s
transfer agent shall issue the applicable Conversion Shares to Holder as
hereby provided. Within five (5) Business Days after the
date of the Conversion Confirmation (or the date of the
Conversion Notice, if the Company fails to issue the Conversion Confirmation),
provided that the Company’s transfer agent is participating in the Depository Trust
Company (“DTC”) Fast Automated Securities Transfer (“FAST”)
program, the Company shall cause the transfer
agent to (or, if for any reason
the Company fails to instruct or cause its
transfer agent to so act, then pursuant to the Purchase Agreement,
the Holder may request and require the Company’s transfer agent to) electronically
transmit the applicable Conversion Shares
to which the Holder shall be entitled by crediting
the account of the
Holder’s prime broker with
DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system, and
provide proof satisfactory to the Holder of such delivery.
In the event that the Company’s transfer agent
is not participating in the DTC FAST program and
is not otherwise DWAC eligible
(or in the event the Holder otherwise
requests), within
five (5) Business Days after the date of the
Conversion Confirmation (or the date of
the Conversion Notice, if the
Company fails to issue
the Conversion Confirmation), the
Company shall instruct and cause its transfer agent to (or, if for any reason the
Company fails to instruct or cause its
transfer agent to so
act, then pursuant to the
Purchase Agreement, the Holder may
request and require the Company’s transfer
agent to) issue and surrender to a nationally recognized overnight courier for delivery
to the address specified in the
Conversion Notice, a certificate, registered in
the name of the Holder or its nominee,
for the number
of Conversion Shares to which the Holder shall be
entitled. To effect conversions hereunder,
the Holder shall not be required
to physically surrender this Debenture
to the Company unless the entire principal
amount of this Debenture, plus all accrued and unpaid
interest thereon and other sums due
hereunder, has been so converted. Conversions hereunder shall
have the effect of
lowering the outstanding principal amount
of this Debenture in
an amount equal to the
applicable conversion. The Holder and the Company shall maintain records showing
the principal amount(s) converted and the date of such conversion(s).
The Holder, and any assignee by
acceptance of this Debenture, acknowledge and agree that, by reason
of the provisions of this paragraph, following conversion of a portion of this
Debenture, the unpaid and unconverted principal amount of this Debenture may be less
than the amount stated on
the face hereof.


 




    	10



    	 



    


 


(c) Record
Holder. The Person(s)
entitled to receive
the shares of Common
Stock issuable upon
a conversion of
this Debenture shall
be treated for all purposes as the record holder(s) of such shares of Common
Stock as of the Conversion Date.


 


(d) Failure
to Deliver Certificates. If in the case of any Conversion Notice, the certificate or certificates are not delivered to or
as directed by the Holder by the date required hereby, the Holder shall be entitled to elect by written notice to the Company
at any time on or before its receipt of such certificate or certificates, to rescind such Conversion Notice, in which event the
Company shall promptly return to the Holder any original Debenture delivered to the Company and the Holder shall promptly return
to the Company the Common Stock certificates representing the principal amount of this Debenture unsuccessfully tendered for conversion
to the Company.


 


(e) Obligation
Absolute; Partial Liquidated
Damages. The Company’s
obligations to issue
and deliver the
Conversion Shares upon
conversion of this Debenture in
accordance with the terms
hereof are absolute and unconditional,
irrespective of any action or inaction
by the Holder to enforce the same,
any waiver or consent
with respect to
any provision hereof, the recovery of any
judgment against any person or entity or
any action to enforce the same, or any setoff, counterclaim, recoupment, limitation
or termination, or any breach or alleged
breach by the Holder or any other person
or entity of any obligation to the Company
or any violation or alleged violation of law
by the Holder or any other person
or entity, and irrespective of any other circumstance
which might otherwise limit such obligation
of the Company to the Holder in connection with the
issuance of such Conversion Shares;
provided, however, that such delivery shall not operate as a waiver by the Company
of any such action the Company may have against the
Holder. In the
event the Holder of
this Debenture shall elect to convert any or all of the outstanding principal amount hereof
and accrued but unpaid interest thereon in accordance with the terms of this Debenture, the Company may not refuse conversion
based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law,
agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion
of all or part of this Debenture shall have been sought and obtained, and the Company posts a surety bond for the benefit of the
Holder in the amount of 150% of the outstanding principal amount of this Debenture being converted, which is subject to the injunction,
which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of
which shall be payable to such Holder to the extent it obtains judgment. In the absence of such injunction, the Company shall
issue Conversion Shares upon a properly noticed conversion. If the Company fails for any reason to deliver to the Holder such
certificate or certificates representing Conversion Shares pursuant to timing and delivery requirements of this Debenture, the
Company shall pay to such Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being
converted, $1.00 per day for each day after the date by which such certificates should have been delivered until such certificates
are delivered. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant
to this Debenture or any agreement securing the indebtedness under this Debenture for the Company’s failure to deliver Conversion
Shares within the period specified herein and such Holder shall have the right to pursue all remedies available to it hereunder,
at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of
any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable
law. Nothing herein shall prevent the Holder from having the Conversion Shares issued directly by the Company’s transfer
agent in accordance with the Purchase Agreement, in the event for any reason the Company fails to issue or deliver, or cause its
transfer agent to issue and deliver, the Conversion Shares to the Holder upon exercise of Holder’s conversion rights hereunder.


 




    	11



    	 



    


 


(f) Transfer
Taxes. The issuance
of certificates for
shares of the Common
Stock on conversion
of this Debenture
shall be made without charge
to the Holder hereof for any documentary
stamp or similar taxes, or any other issuance
or transfer fees of any nature
or kind that may be payable in
respect of the issue or delivery of such
certificates, any such taxes or fees, if payable, to be paid
by the Company.


 


(4) Reservation
of Common Stock. The Company shall take all action reasonably necessary to at all times have authorized, and reserved for
the purpose of issuance, such number of shares of Common Stock as shall be necessary to effect the full conversion of the Debenture
in accordance with its terms (the “Share Reserve”).  If the Share Reserve is insufficient to effect the
full conversion of the Debenture then outstanding, upon receipt of the conversion notice, the Company shall increase the Share
Reserve accordingly within sixty (60) days of such notice.  If the Company does not have sufficient authorized and unissued
shares of Common Stock available to increase the Share Reserve, the Company shall call and hold a special meeting of the shareholders,
or take action by the written consent of the holders of a majority of the outstanding shares of Common Stock, if possible, for
the sole purpose of increasing the number of shares authorized to an amount of shares equal to the Conversion Shares. The Company’s
management shall recommend to the shareholders to vote in favor of increasing the number of shares of Common Stock authorized.


 


(5) Make-Whole
Rights. Upon liquidation
by the Holder
of Conversion
Shares issued pursuant to
a Conversion Notice,
provided that the Holder realizes
a net amount from such liquidation equal
to less than the Conversion Amount specified in
the relevant Conversion Notice (such net realized amount, the “Realized
Amount”), the Company shall issue to the
Holder additional shares of the Company’s Common Stock equal to:
(i) the Conversion Amount specified in
the relevant Conversion Notice; minus (ii) the Realized Amount, as evidenced
by a reconciliation statement from the Holder (a “Sale Reconciliation”)
showing the Realized Amount from the sale of the Conversion Shares;
divided by (iii) the average volume
weighted average price of the Company’s
Common Stock during the five (5) Business Days immediately prior to the date upon
which the Holder delivers notice
(the “Make-Whole Notice”) to the Company that such additional shares
are requested by the
Holder (the “Make-Whole Stock
Price”) (such number of additional shares to
be issued, the “Make-Whole Shares”). Upon receiving the
Make-Whole Notice and Sale Reconciliation
evidencing the number of Make-Whole
Shares requested, the Company shall instruct its
transfer agent to issue certificates representing
the Make-Whole Shares, which Make-Whole
Shares shall be issued and delivered in
the same manner and within the
same time frames as set forth herein. The Make-Whole Shares, when issued, shall
be deemed to be validly issued, fully paid, and non-assessable shares of the
Company’s Common Stock. Following the sale of the Make-Whole Shares by the Holder:
(i) in the event that the Holder receives net proceeds from such sale which, when added to the Realized Amount from the
prior relevant Conversion Notice, is less than the Conversion Amount specified in the
relevant Conversion Notice, the Holder shall deliver an additional Make-Whole
Notice to the Company following the procedures provided previously in
this paragraph, and such procedures and
the delivery of Make-Whole Notices and issuance of Make-Whole Shares shall continue until
the Conversion Amount has been fully satisfied; and (ii) in the event that the
Holder received net proceeds from the sale
of Make-Whole Shares in excess of the Conversion Amount specified in the relevant
Conversion Notice, such excess amount shall be applied to satisfy
any and all amounts owed hereunder in excess of the Conversion
Amount specified in the relevant
Conversion Notice.


 




    	12



    	 



    


 


(6) Adjustments
to Conversion Price.


 


(a) Stock
Dividends and Stock
Splits. If the Company,
at any time
while this Debenture is
outstanding: (i) pays
a stock dividend
or otherwise makes a distribution or distributions payable
in shares of Common Stock on outstanding
shares of Common Stock, (ii) subdivides outstanding shares of
Common Stock into a larger number
of shares, (iii) combines (including by way of a reverse
stock split) outstanding shares of Common
Stock into a smaller number of
shares, or (iv) issues, in the event of
a reclassification of shares of Common
Stock, any shares of capital stock of the Company, then the Conversion
Price shall be multiplied by a fraction, the numerator
of which shall be the number of shares
of Common Stock (excluding any treasury shares of the Company) outstanding immediately
before such event, and the denominator of which
shall be the number of shares of Common
Stock outstanding immediately after
such event. Any adjustment made
pursuant to this Section shall become effective immediately after the
record date for the determination of stockholders entitled
to receive such dividend or distribution
and shall become effective immediately
after the effective date in the case of a subdivision, combination, or re-classification.


 


(b) Fundamental
Transaction. If, at
any time while
this Debenture is outstanding:
(i) the Company effects any
merger or consolidation
of the Company
with or into another Person, (ii) the
Company effects any sale of all or
substantially all of its assets in
one transaction or a series of related transactions, (iii) any tender offer
or exchange offer (whether by the Company or another Person) is
completed pursuant to which holders of Common Stock
are permitted to tender or exchange their shares for other securities, cash or property, or (iv) the Company
effects any reclassification of the Common Stock or any compulsory share exchange
pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash
or property (in any such case, a
“Fundamental Transaction”), then upon any subsequent conversion of
this Debenture, the Holder shall have the right to receive, for each Conversion
Share that would have been issuable upon such conversion immediately
prior to the occurrence of such Fundamental Transaction,
the same kind and
amount of securities, cash or property as it would
have been entitled to receive upon the
occurrence of such Fundamental Transaction if it had
been, immediately prior to such Fundamental
Transaction, the holder of one (1) share of Common Stock (the
“Alternate Consideration”). For purposes of any such conversion,
the determination of the Conversion Price shall
be appropriately adjusted to apply
to such Alternate Consideration based on the amount of Alternate Consideration issuable
in respect of one (1) share of Common Stock in such Fundamental Transaction,
and the Company shall apportion the Conversion
Price among the Alternate
Consideration in a reasonable manner reflecting the relative value of any different
components of the Alternate Consideration. If holders of
Common Stock are given any choice as to the securities, cash or property to
be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it
receives upon any conversion of this Debenture following such Fundamental Transaction.
To the extent necessary to effectuate the foregoing provisions, any successor to
the Company or surviving entity in such
Fundamental Transaction shall issue to the Holder a new note consistent with the foregoing provisions and evidencing the
Holder’s right to convert such note into Alternate Consideration. The
terms of any agreement pursuant to which a Fundamental Transaction is effected
shall include terms requiring any such successor or surviving entity to comply with the provisions of
this Section and insuring that this Debenture (or any such replacement security) will be similarly adjusted upon
any subsequent transaction analogous to a Fundamental Transaction.


 


(c) Adjustment
to Conversion Price.
Whenever the Conversion
Price is adjusted pursuant
to any provision
of this Debenture,
the Company shall
promptly deliver to Holder a notice
setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.


 




    	13



    	 



    


 


(d) Notice
to Allow Conversion
by Holder. If (A)
the Company shall declare a
dividend (or any
other distribution in
whatever form) on the Common Stock, (B)
the Company shall declare a special nonrecurring
cash dividend on or a redemption
of the Common Stock, (C) the Company shall authorize the granting
to all holders of the Common Stock
of rights or warrants to subscribe for or purchase any shares of capital stock
of any class or of any rights, (D) the approval
of any stockholders of the Company shall be required in connection with any
reclassification of the Common Stock, any consolidation
or merger to which the Company is a party, any
sale or transfer of all
or substantially all of the assets of
the Company, of any compulsory share exchange whereby the Common Stock is converted
into other securities, cash or property, or
(E) the Company shall authorize the voluntary
or involuntary dissolution, liquidation or winding
up of the affairs of the Company, then,
in each case, the Company shall cause
to be filed at each office or agency maintained for the
purpose of conversion of this Debenture, and shall cause to be delivered to
the Holder at its last address as it shall
appear upon the Company’s records, at least twenty (20)
calendar days prior to the applicable
record or effective date hereinafter specified,
a notice stating: (x) the date on which
a record is to be taken for the purpose of such dividend, distribution, redemption,
rights or warrants, or if a record is not
to be taken, the date as of which the holders of the Common
Stock of record to be entitled to such dividend, distributions, redemption,
rights or warrants are to be determined, or (y) the date on
which such reclassification, consolidation, merger, sale, transfer or share exchange
is expected to become effective or close, and
the date as of which it is expected that holders
of the Common Stock of record shall be entitled to exchange their shares
of the Common Stock for securities, cash or
other property deliverable upon such reclassification, consolidation, merger,
sale, transfer or share exchange is expected to become effective or close, and the date as
of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock
for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share
exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the
validity of the corporate action required to be specified in such notice. The Holder is entitled to convert this Debenture during
the 10-day period commencing on the date of such notice through the effective date of the event triggering such notice.


 


[signature page follows]


 




    	14



    	 



    


 


IN
WITNESS WHEREOF with
the intent
to be legally
bound hereby, the
Company as executed this
Senior Secured, Convertible, Redeemable Debenture as
of the
date first written
above.


 


OSL HOLDINGS, INC.


 


	By:	/s/ Robert H. Rothenberg	 
	Name:	Robert H. Rothenberg, Jr.	 
	Title:	Chief Executive Officer	 





 



    	15



    	 



    

 


CONSENT AND AGREEMENT


 


The undersigned is a Guarantor, as that term
is defined in that certain securities purchase agreement by and between the Company, as borrower,
and the Holder, as lender, and, as such, the undersigned hereby consents and agrees to the payment of the amounts contemplated
in the senior secured, convertible, redeemable debenture, documents contemplated thereby and to the provisions contained therein
relating to conditions to be fulfilled and obligations to be performed by the Company pursuant to or in connection with said senior
secured, convertible, redeemable debenture secured redeemable debenture to the same extent as if the undersigned were a party to
said senior secured, convertible, redeemable debenture.


 


GUARANTOR:


 


OFFICE SUPPLY, INC.


 


	By:	/s/ Mordecai E. Feder	 
	Name:	Mordecai E. Feder	 
	Title:	President	 


 


OSL DIVERSITY MARKETPLACE, INC.


 


	By:	/s/ Mordecai E. Feder	 
	Name:	Mordecai E. Feder	 
	Title:	President	 


 


OSL REWARDS CORPORATION


 


	By:  	/s/ Mordecai E. Feder	 
	Name:	Mordecai E. Feder	 
	Title:	President	 


 


GO GREEN HYDROPONICS INC.


 


	By:	/s/
    Robert H. Rothenberg Jr.	 
	Name:	Robert H. Rothenberg, Jr.	 
	Title:	President	 



 



    	16



    	 



    


 


SCHEDULE A


 


PAYMENT SCHEDULE


 


	 	 	 	 	 	Principal Bal	 	 	interest 
 pmt	 	 	principal
 pmt	 	 	Total Int	 	 	Redemption
 Premium	 	 	Total 
 payment	 	 	Investment
 Banking
 Services	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	11/20/2014	 	 	 	 	 	 	 	 	 	 	17,416.67	 	 	 	 	 	 	 	17,416.67	 	 	 	 	 	 	 	17,416.67	 	 	 	17,416.67	 
	12/20/2014	 	 	 	 	 	 	 	 	 	 	17,416.67	 	 	 	 	 	 	 	34,833.33	 	 	 	 	 	 	 	34,833.33	 	 	 	17,416.67	 
	1/20/2015	 	 	1	 	 	 	1,900,000.00	 	 	 	17,416.67	 	 	 	182,293.60	 	 	 	52,250.00	 	 	 	11,400.00	 	 	 	245,943.60	 	 	 	211,110.26	 
	2/20/2015	 	 	2	 	 	 	1,717,706.40	 	 	 	15,745.64	 	 	 	183,964.62	 	 	 	67,995.64	 	 	 	11,400.00	 	 	 	457,053.86	 	 	 	211,110.26	 
	3/20/2015	 	 	3	 	 	 	1,533,741.79	 	 	 	14,059.30	 	 	 	185,650.96	 	 	 	82,054.94	 	 	 	11,400.00	 	 	 	668,164.12	 	 	 	211,110.26	 
		4/20/2015	 	 	4	 	 	 	1,348,090.82	 	 	 	12,357.50	 	 	 	187,352.76	 	 	 	94,412.44	 	 	 	11,400.00	 	 	 	879,274.38	 	 	 	211,110.26	 
	5/20/2015	 	 	5	 	 	 	1,160,738.06	 	 	 	10,640.10	 	 	 	189,070.16	 	 	 	105,052.54	 	 	 	11,400.00	 	 	 	1,090,384.64	 	 	 	211,110.26	 
	6/20/2015	 	 	6	 	 	 	971,667.90	 	 	 	8,906.96	 	 	 	190,803.31	 	 	 	113,959.50	 	 	 	11,400.00	 	 	 	1,301,494.90	 	 	 	211,110.26	 
	7/20/2015	 	 	7	 	 	 	780,864.59	 	 	 	7,157.93	 	 	 	192,552.34	 	 	 	121,117.42	 	 	 	11,400.00	 	 	 	1,512,605.17	 	 	 	211,110.26	 
	8/20/2015	 	 	8	 	 	 	588,312.25	 	 	 	5,392.86	 	 	 	194,317.40	 	 	 	126,510.28	 	 	 	11,400.00	 	 	 	1,723,715.43	 	 	 	211,110.26	 
	9/20/2015	 	 	9	 	 	 	393,994.86	 	 	 	3,611.62	 	 	 	196,098.64	 	 	 	130,121.90	 	 	 	11,400.00	 	 	 	1,934,825.69	 	 	 	211,110.26	 
	10/20/2015	 	 	10	 	 	 	197,896.21	 	 	 	1,814.05	 	 	 	197,896.21	 	 	 	131,935.95	 	 	 	11,400.00	 	 	 	2,145,935.95	 	 	 	211,110.26	 




 



    	17



    	 



    


 


EXHIBIT B


 


NOTICE OF
CONVERSION


 


The undersigned
hereby elects to convert principal and/or interest under the Senior Secured, Convertible, Redeemable Debenture (the “Debenture”)
issued by OSL Holdings, Inc., a corporation incorporated under the laws of the State of Nevada (the “Company”),
into shares of common stock, par value $0.001 per share (the “Common Shares”), of the Company in accordance
with the conditions of the Debenture, as of the date written below.


 


Based solely on
information provided by the Company to Holder, the undersigned represents and warrants to the Company that its ownership of the
Common Shares does not exceed the Beneficial Ownership Limitation as specified under the Note.


 


	Conversion Calculations	 	 
	Effective Date of Conversion:	 
	Principal Amount and/or Interest to be Converted:	 
	Number of Common Shares to be Issued:	 



 

	 	[HOLDER]
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	Address:	 
	 	 







 



    	18