Execution


 


STOCK
PURCHASE AGREEMENT


 


by
and among


 


Jeffrey
Malinovitz


 


and


 


Go
Green Hydroponics Inc., a California corporation,


 


on
the one hand,


 


and


 


OSL
Holdings, Inc., a Nevada corporation,


 


on
the other


 


Dated
as of October 20, 2014


 




    	 



    	 



    


 


Execution


 


TABLE
OF CONTENTS


 




	ARTICLE
    I STOCK PURCHASE	 	1
	 	 	 
	ARTICLE
    II REPRESENTATIONS, COVENANTS, AND WARRANTIES OF THE PURCHASER	 	5
	 	 	 
	ARTICLE
    III REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE COMPANY	 	6
	 	 	 
	ARTICLE
    IV OTHER AGREEMENTS AND COVENANTS	 	9
	 	 	 
	ARTICLE
    V CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SELLER	 	13
	 	 	 
	ARTICLE
    VI CONDITIONS PRECEDENT TO OBLIGATIONS OF THE PURCHASER	 	13
	 	 	 
	ARTICLE
    VII MISCELLANEOUS	 	14



 



    	 



    	 



    


 


Execution


 


STOCK
PURCHASE AGREEMENT


 


This
STOCK PURCHASE AGREEMENT (the “Agreement”) is effective as of October 20, 2014 (the “Effective Date”),
by and among JEFFREY MALINOVITZ, an individual (“Seller”), and
Go Green Hydroponics, Inc., a California corporation (the “Company), on
the one hand, and OSL Holdings, Inc., a Nevada corporation (“Purchaser”),
on the other, with reference to the following facts:


 


RECITALS:


 


A. Seller
owns 750 shares of the Company’s common stock (the “Shares”), which shares represent 50% of the Company’s
issued and outstanding common stock (the “Common Stock”).


 


B. Seller
acknowledges that the simultaneous sale by the other 50% shareholder of the Company, JASON BABADJOV (“Babadjov”),
of all of his right, title and interest in and to the other 50% shareholder interest in the Company (the “Other 50% Interest”)
to Purchaser constitutes a condition precedent to Purchaser’s duties of performance hereunder.


 


C. The
parties have agreed to execute this Agreement in order to memorialize the terms and conditions on which Purchaser shall purchase
the Shares from Seller and Seller shall sell the Shares to Purchaser.


 


AGREEMENTS:


 


NOW,
THEREFORE, in consideration of the mutual promises and covenants herein contained, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser hereby agree as follows:


 


ARTICLE
I


STOCK
PURCHASE


 


1.1 The
Sale and Purchase of Shares of Common Stock. 


 


(a) On
the terms and subject to the conditions set forth in this Agreement, on the Closing Date (defined below), Seller shall sell, assign,
transfer and deliver, free and clear of all liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature,
or description 750 shares of the Company’s Common Stock (the “Subject Shares”), and Purchaser shall purchase
the Subject Shares from Seller. In consideration of the transfer by Seller of the Subject Shares to Purchaser, and subject to
adjustment pursuant to Section 1.4, below, Purchaser shall deliver to Seller the purchase price of Nine Hundred Thousand
Dollars ($900,000) (the “Purchase Price”). The Subject Shares to be sold to Purchaser herein (the “Purchase”)
are “restricted shares” within the meaning of Rule 144 promulgated under the Securities Act of 1933, as amended (the
“Securities Act”).


 


(b) In
connection with the Purchase, at or prior to Closing:


 


(i) Purchaser
shall deliver or cause to be delivered to Seller at the Closing, (A) a certificate of the chief executive officer of Purchaser,
confirming that the representations and warranties of Purchaser hereunder are true and correct as of the Closing, and that Purchaser
has performed its obligations under this Agreement, and (B) the Purchase Price, by wire transfer in immediately available funds,
and any other documents required to be delivered pursuant to this Agreement, to be held and disbursed by Escrow Agent as set forth
herein; and


 




    	 



    	 



    


 


(ii) Seller
shall deliver to Purchaser (A) a certificate of the confirming that the representations and warranties of Seller hereunder are
true and correct as of the Closing, and that Seller has performed its obligations under this Agreement, (B) all certificates evidencing
the Subject Shares (the “Stock Certificates”), (C) a stock assignment separate from certificate duly endorsed
by Seller for transfer of the Subject Shares to Purchaser, (D) a counterpart signed copy of the Employment Agreement described
below, and (E) any other documents required to be delivered pursuant to this Agreement, to be held and disbursed by Escrow Agent
as set forth herein.


 


(iii)
Company shall deliver to Seller the Employment Agreement between Seller and the Company in the form attached hereto as Exhibit
A (the “Employment Agreement”), duly executed by the Company.


 


(iv) Purchaser
shall have purchased the Other 50% Interest. 


 


1.2 Closing.
The closing of the transactions contemplated by this Agreement shall take place at the offices of the Company or as otherwise
agreed to by the parties (the “Closing”) concurrently with the execution of this Agreement (the “Closing
Date”).


 


1.3 Closing
Events. At the Closing:


 


(a) the
Purchaser shall deliver the Purchase Price as follows:


 


(i) $800,000
of the Purchase Price shall be delivered to Seller by wire transfer of immediately available funds in accordance with wiring instructions
provided by Seller; and 


 


(ii) $100,000
of the Purchase Price (the “Holdback Funds”) shall be delivered to Ingber & Associates (the “Escrow
Agent”), which shall hold and disburse such Holdback Funds in accordance with Sections 1.4 and 1.5,
below. 


 


(b) Purchaser
shall deliver the other Closing Items set forth in Section 1.1(b)(i), above, and the Company shall deliver the Employment Agreement
pursuant to Section 1.1(b)(iii), above; and 


 


(c)
the Seller shall deliver the Closing Items as set forth in Section 1.1(b)(ii) above; and


 


(d) Seller,
the Company and Purchaser shall execute, acknowledge, and deliver (or shall ensure to be executed, acknowledged, and delivered),
any and all certificates, financial statements, schedules, agreements, resolutions, rulings or other instruments required by this
Agreement to be so delivered at or prior to the Closing, together with such other items as may be reasonably requested by the
parties hereto and their respective legal counsel in order to effectuate or evidence the transactions contemplated hereby.


 


1.4 Adjustment
to Purchase Price: NLWC Target.


 


(a) NLWC
Target. The parties agree that if the Company’s Final Net Liquid Working Capital as of the Closing Date is less than
$235,000 (the “NLWC Target Amount”), then the Purchase Price shall be decreased by 50% of the amount by which
(x) $235,000, exceeds (y) the Final Net Liquid Working Capital as of the Closing Date, provided that the amount of the
decrease in the Purchase Price shall not exceed the Holdback Amount.


 




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(i) Promptly
following the Closing Date but in all events on or before October 31, 2014, the parties shall cause Torossian & Associates,
LLP (the “Company CPAs”), to prepare the Company’s Balance Sheet as of the Closing Date (the “Closing
Date Balance Sheet”) and to deliver a copy thereof to Seller and Purchaser. The Closing Date Balance Sheet shall be
substantially in the form of the Company’s balance sheet as of September 30, 2014, that is included as part of the “Company
Financial Statements” (as defined in Section 3.13, below), and shall be prepared in accordance with United States
generally accepted accounting principles (“GAAP”). The Closing Date Balance Sheet shall set forth the Company’s
Net Liquid Working Capital (the “Closing Liquid Working Capital”) as of 11:59 p.m., Pacific time on the Closing
Date, as derived from the Closing Date Balance Sheet. Each party shall be given timely access to all supporting workpapers used
by the Company’s CPA in the preparation of the Closing Date Balance Sheet. For purposes of this Agreement, “Net
Liquid Working Capital” means the difference between (x) the Company’s Liquid Current Assets (defined below),
and (y) the Company’s Immediately Due Current Liabilities (defined hereafter). For purposes of this Agreement, the phrase,
“Liquid Current Assets” means cash and near-cash assets immediately convertible into cash, and the phrase “Immediately
Due Current Liabilities” means Company current liabilities reflected on the Closing Date Balance Sheet that are due
and owing on or before October 31, 2014, as well as all credit card charges on all Company credit cards as of the Closing date,
whether or not same are reflected upon the Closing Date Balance Sheet and whether or not same are technically due in accordance
with the terms of such credit cards to be paid by the Company on or before October 31, 2014, in each instance as determined in
accordance with GAAP. By way of example and not limitation, the Company’s cash in bank accounts are deemed Liquid Current
Assets and the Company’s accounts payable, sales tax liabilities and all charges made to the Company’s credit cards
as of the Closing Date, are deemed Immediately Due Current Liabilities. Furthermore, the Company inventory and accounts receivable
are not deemed Liquid Current Assets and any Company liabilities that are not due and owing to creditors
on or before October 31, 2014, are not Immediately Due Current Liabilities.


 


(ii)
Either Seller or Purchaser may dispute any amounts reflected on the Closing Date Balance Sheet or the calculation of Closing Liquid
Working Capital by notifying Purchaser in writing of each disputed item, specifying the amount thereof in dispute and setting
forth, in reasonable detail, the basis for such dispute, within ten (10) days of following the parties’ receipt of the Closing
Date Balance Sheet pursuant to Section 1.4(a)(i). If either Seller or Purchaser delivers a notice of disagreement within
such period of ten (10) days, then during the period of five (5) days following such delivery, each such party shall use good
faith efforts to reach agreement on the disputed items or amounts in order to finally determine the Closing Date Balance Sheet
and Closing Liquid Working Capital. If the Seller and Purchaser are unable to reach agreement concerning the Closing Date Balance
Sheet or Closing Liquid Working Capital during such five (5)-day period, they shall promptly thereafter submit the dispute to
the Accounting Referee for resolution pursuant to Section 1.4(b).


 


(iii)
The Closing Date Balance Sheet and Closing Liquid Working Capital shall be deemed conclusively determined for purposes of
this Agreement upon the date (the “Determination Date”) that is the earliest to occur of (x) the failure
of the Seller and Purchaser to object to the Closing Date Balance Sheet within ten (10) days following receipt thereof, or
(y) the written resolution of all disputes pursuant to Section 1.4(a)(ii) by Purchaser and the Seller, and (z) the
resolution of all disputes by the Accounting Referee pursuant to Section 1.4(b), below. The final Closing Date Balance
Sheet that is approved in accordance with the foregoing clause (x), (y) or (z), as applicable, is referred to herein as the
“Final Closing Date Balance Sheet.” Within three (3) Business Days of the Determination Date, if the
difference of (A) the Closing Liquid Working Capital minus (B) the NLWC Target Amount is not zero, then:


 


(A) to
the extent such difference is negative (the absolute value of such negative amount, the “Purchaser Adjustment Amount”),
the Seller and Purchaser shall jointly instruct the Escrow Agent in writing to transfer from the Holdback Amount (x) to the Company
an amount equal to the 50% of the Purchaser Adjustment Amount (up to the $100,000 amount held by Escrow Agent), and the Purchaser
Adjustment Amount shall be deemed a decrease to the Cash Purchase Price, and (y) to Seller the remaining amounts, if any, held
by Escrow Agent in excess of such Purchaser Adjustment Amount, and


 




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(B)
if such difference is positive (such positive amount, the “Seller Adjustment Amount”), then Seller and Purchaser
shall jointly instruct the Escrow Agent in writing to transfer the entire Holdback Amount to Seller.


 


(b) Adjustment
Dispute Resolution. If Seller and Purchaser are unable to reach agreement concerning the Closing Date Balance Sheet or Closing
Liquid Working Capital pursuant to Section 1.4(a), then they shall submit such dispute to regionally recognized, mid-sized
independent accounting firm based in Los Angeles County, California, selected by Seller and reasonably acceptable to Purchaser
(the “Accounting Referee”) for resolution pursuant to this Section 1.4(a) and shall instruct the Accounting
Referee to review the disputed items or amounts for the purpose of final determination of the Closing Date Balance Sheet and the
calculation of Closing Liquid Working Capital, as the case may be. In making such determination and calculations, the Accounting
Referee shall consider only those items or amounts in the Closing Date Balance Sheet as to which the parties have disagreed in
writing. Purchaser and the Seller shall instruct the Accounting Referee to use its commercially reasonable efforts to deliver
to the Seller and Purchaser as promptly as practicable (but in no event later than fourteen (14) days after submission) a report
setting forth the Accounting Referee’s calculation of the disputed amounts. Such report shall be final and binding upon
the Seller, the Seller, and Purchaser and the resulting Closing Date Balance Sheet and calculation of Closing Working Capital
and Closing Indebtedness shall be final for all purposes of this Agreement. The fees and expenses of the Accounting Referee shall
be paid by the Company.


 


1.5 Escrow
of Funds by the Firm.


 


(a) Appointment.
The Parties hereby appoint Ingber & Associates, 30101 Agoura Ct., Ste. 119, Agoura Hills, CA 91301, as the Escrow Agent to
hold and disburse the Holdback Amount.


 


(b)
Deposit and Release of Holdback Amount. Concurrently with the execution of this Agreement, Purchaser shall deposit the
Holdback Amount with Escrow Agent in accordance with wiring instructions provided by Escrow Agent. Escrow Agent shall hold the
Holdback Amount in its non-interest-bearing client trust account, and shall disburse such funds in accordance with the express
terms of this Agreement. Following the determination of the Final Closing Date Balance Sheet pursuant to Section 1.4, above,
Escrow Agent shall disburse the Holdback Amount in accordance with the joint written instructions of Seller and Purchaser provided
pursuant to Section 1.4(a)(iii).


 


(c) Escrow
Agent’s Duties. Escrow Agent shall have only the duties expressly set forth in this Section 1.5.


 


(d) Liability
of Escrow Agent. The Escrow Agent’s sole duty and responsibility hereunder is to receive, hold, and distribute the Holdback
Amount in accordance with the terms of Section 1.4, above, and this Section 1.5. The Escrow Agent’s liability
under this Agreement shall be limited to such duties and responsibilities. The Escrow Agent shall be protected in acting upon
any written notice, request, affidavit, certificate, waiver, consent, receipt, judgment, court order or other paper or document
which Escrow Agent in good faith believes to be genuine and what it purports to be. In performing any of its duties hereunder,
the Escrow Agent shall not incur any liability to anyone for damages, losses or expenses, except for willful default or breach
of trust, and, accordingly, the Escrow Agent shall not incur any such liability with respect to (i) any action taken or omitted
in good faith upon advice of its counsel given with respect to any questions relating to the duties and responsibilities of the
Escrow Agent under this Agreement, or (ii) any action taken or omitted in reliance upon any instrument, including any written
notice, request or instruction provided for in this Agreement, not only as to its due execution and the validity and effectiveness
of its provisions, but also as to the truth and accuracy of any information contained therein, which the Escrow Agent shall in
good faith believe to be genuine, to have been signed or presented by a proper person or persons and to conform with the provisions
of this Agreement. The Escrow Agent shall not be liable for any error or judgment, or for any act done or step taken or omitted
by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith,
except its own gross negligence or willful misconduct. The Escrow Agent shall have no responsibility with respect to the application
of the Holdback Amount disbursed by it pursuant to the provisions hereof.


 




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(e)
Disputes Affecting Holdback Amount. In the event of any disagreement between Seller and Purchaser resulting in adverse
claims and demands being made in connection with the Holdback Amount involved herein or affected hereby, the Escrow Agent shall
be entitled to refuse to comply with any such claims or demands as long as such disagreement may continue, and in so refusing,
shall make no delivery or other disposition of the Holdback Amount then held under this Agreement which is the subject of such
disagreement, and in so doing shall be entitled to continue to refrain from acting until (a) the right of adverse claimants shall
have been finally settled by the Superior Court in and for Santa Barbara County, California, or (b) all differences shall have
been adjusted by written agreement and the Escrow Agent shall have been notified of such agreement in a written notice signed
by both Seller and Purchaser. In the event of any such disagreement, the Escrow Agent may, but need not, interplead the Holdback
Amount in the Superior Court in and for Santa Barbara County, California, at the cost and expense of Purchaser and Seller. The
Escrow Agent shall have no obligation to take any legal action in connection with this Agreement or towards its enforcement, or
to appear in, prosecute or defend any action or legal proceeding which would or might involve the Escrow Agent in any cost, expense,
loss or liability unless Seller or Purchaser affirms their respective indemnification obligations with respect thereto.


 


(f) Escrow
Agent’s Fees and Expenses. The parties shall reimburse Escrow Agent for all fees and other expenses (including attorneys’
fees) incurred or imposed by Escrow Agent in connection with its duties hereunder.


 


(g) Indemnification.
So long as and to the extent Escrow Agent has met the standard of care required of it pursuant to this Agreement, Seller and
Purchaser shall jointly and severally indemnify and hold Escrow Agent harmless from and against any and all loss,
damage, expense, liability or claim to which Escrow Agent may become subject as a result of performing its duties as Escrow
Agent under this Agreement.


 


(h) Waiver
of Conflict of Interest. Seller and Purchaser (i) acknowledge that Escrow Agent is counsel to Seller in connection with the
transactions contemplated by this Agreement and any action or proceeding that may arise in connection therewith, and (ii) waive
any objection to or any conflict of interest arising by reason of Escrow Agent concurrently serving as escrow agent hereunder
and as counsel to Seller. 


 


ARTICLE
II


REPRESENTATIONS,
COVENANTS, AND WARRANTIES OF THE PURCHASER


 


As
an inducement to, and to obtain the reliance of Seller, except as set forth in Purchaser’s Schedules, Purchasers represent
and warrant as of the Closing Date, that:


 


2.1 Purchaser
is a Nevada corporation duly authorized to conduct business and in good standing in the state of Nevada.


 




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2.2 Purchaser
has all requisite power, authority, and capacity to enter into this Agreement and to perform the transactions and obligations
to be performed by Purchaser hereunder. No consent, authorization, approval, license, permit or order of, or filing with, any
person or governmental authority is required in connection with the execution of the transactions and obligations to be performed
by Purchasers hereunder. This Agreement has been duly executed and delivered by Purchaser and constitutes a valid and legally
binding obligation of Purchaser, enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws.


 


2.3 Neither
the execution and delivery of this Agreement nor the consummation by Purchaser of the transactions contemplated hereby nor compliance
by Purchaser with any of the provisions hereof will violate or cause a default under any statute, judgment, order, writ, decree,
rule or regulation of any court or governmental authority applicable to Purchaser or any of its material properties; breach or
conflict with any of the terms, provisions or conditions of the charter and governing documents of Purchaser; or violate, conflict
with or breach any agreement, contract, mortgage, instrument, indenture or license to which Purchaser is party or by which Purchaser
is or may be bound, or constitute a default (in and of itself or with the giving of notice, passage of time or both) thereunder.


 


2.4 Purchaser
understands and agrees that offers and sales of any of the Subject Shares shall only be made in compliance with the safe harbor
provisions set forth in Rule 144, or pursuant to the registration provisions of the Securities Act or pursuant to an exemption
therefrom, and that all offers and sales shall be made only in compliance with the registration provisions of the Securities Act
or an exemption therefrom.


 


2.5 Purchaser
has as of the Effective Date of this Agreement, and at all times during the term of this Agreement shall maintain, sufficient
liquid funds with which to enable Purchaser to deliver the Purchase Price to Escrow Agent in immediately available funds within
two (2) business days following satisfaction of all other conditions to the Closing.


 


2.6 Purchaser
is acquiring the Subject Shares as principal for Purchaser’s own account, for investment purposes only, and not with a view
to, or for, resale or distribution thereof, in whole or in part, and no other person has a direct or indirect beneficial interest
in the Subject Shares


 


ARTICLE
III


REPRESENTATIONS
AND WARRANTIES OF THE SELLER AND THE COMPANY


 


As
an inducement to, and to obtain the reliance of Purchaser, except as set forth in Seller’s Disclosure Schedule attached
hereto as Exhibit B, which Seller’s Disclosure Schedule shall be numbered with Sections corresponding to the
sections this Article III, and for which any information disclosed as an exception to one section thereof shall be deemed to be
an except to each other section of this Article III as to which it is reasonably apparent, on the face of the disclosure, that
such exception is responsive to such other section of this Article III), Seller and the Company jointly and severally represent
and warrant, as of the date hereof and as of the Closing Date, that:


 


3.1. Immediately
prior to and at the Closing, Seller shall be the legal and beneficial owner of the Subject Shares and on the Closing Date, Seller
shall transfer to Purchaser the Subject Shares free and clear of all liens, restrictions, covenants or adverse claims of any kind
or character.


 




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3.2. Seller
has the legal power and authority to execute and deliver this Agreement and all other documents required to be executed and delivered
by Seller hereunder and to consummate the transactions contemplated hereby.


 


3.3. Seller
is, or has been during the past ninety (90) days, an officer, director, 10% or greater shareholder or “affiliate”
of the Company, as that term is defined in Rule 144 promulgated under the Securities Act.


 


3.4. As
of the Closing Date, Seller shall not be indebted to the Company and the Company shall not be indebted to Seller.


 


3.5. Seller
does not now, nor will it prior to or on the Closing Date, own, either directly or indirectly, or exercise direction or control
over any common shares of the Company other than the Shares being sold to Purchaser hereunder.


 


3.6. The
authorized capital of the Company consists of 1,500 shares of Common Stock, of which a total of 1,500 are validly issued, outstanding,
fully paid and non-assessable.


 


3.7. No
person, firm or corporation has any right, agreement, warrant or option, present or future, contingent or absolute, or any right
capable of becoming a right, agreement or option to require the Company to issue any shares in its capital or to convert any securities
of the Company or of any other company into shares in the capital of the Company.


 


3.8. As
of the Effective Date of this Agreement, the Company is liable for the Indebtedness listed in Section 3.8 of the Seller’s
Disclosure Schedule.


 


3.9.
The Company has good and marketable title to all of its assets as set forth on Schedule 3.9 attached hereto,
and such assets are free and clear of any financial encumbrances except as otherwise disclosed in the Company Financial
Statements (as defined in Section 3.13, below) provided to Purchaser hereto. For purposes of the foregoing, the term
“Indebtedness” means, without duplication, with respect to any Person (i) all obligations for borrowed
money or extensions of credit (including bank overdrafts and advances), (ii) all obligations evidenced by bonds, debentures,
notes or other similar instruments, (iii) all obligations to pay the deferred purchase price of property or services, except
trade accounts payable arising in the ordinary course of business, (iv) all obligations as lessee capitalized in accordance
with GAAP, (v) all obligations of others secured by a Lien on any asset, whether or not such obligations are assumed, (vi)
all obligations, contingent or otherwise, directly or indirectly guaranteeing any obligations of any other Person, (vii) all
obligations to reimburse the issuer in respect of letters of credit or under performance or surety bonds, or other similar
obligations, (viii) all obligations in respect of bankers’ acceptances and under reverse repurchase agreements, and
(ix) all obligations in respect of futures contracts, swaps, other financial contracts and other similar obligations
(determined on a net basis as if such contract or obligation was being terminated early on such date).


 


3.10. The
Company is not a party to or bound by any agreement or understanding granting registration or anti-dilution rights to any person
with respect to any of its equity or debt securities; no person has a right to purchase or acquire or receive any equity or debt
security of the Company.


 


3.11. Except
for claims arising in the ordinary course of the Company’s business in usual and customary amounts consistent with prior
practice, to the current actual knowledge of Seller, there are no claims threatened against the Company. There are no pending
actions, suits, judgments, proceedings or investigations pending or, to the current actual knowledge of Seller, threatened against
or affecting the Company, at law or in equity, before or by any Court, administrative agency or other tribunal or any governmental
authority or any legal basis for same.


 




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3.12. The
Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of California and
has the corporate power and is duly authorized under all applicable laws, regulations, ordinances, and orders of public authorities
to carry on its business in all material respects as it is now being conducted.


 


3.13. There
are attached at Section 3.13 of the Seller’s Disclosure Schedule a copy of the profit and loss statement of the Company
for the twelve months ended December 31, 2012 and December 31, 2013, and balance sheets for the Company as of December 31, 2012
and December 31, 2013, and a profit and loss statement for the Company for the nine-month period ended September 30, 2014, and
a balance sheet for the Company as of September 30, 2014 (the “Balance Sheet Date”), all of which financial
statements are referred to as the “Company Financial Statements”). The Company Financial Statements have been
prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved. The
Company balance sheets are true and accurate and present fairly as of their respective dates the financial condition of the Company.
As of the date of such balance sheets, except as and to the extent reflected or reserved against therein, the Company had no liabilities
or obligations (absolute or contingent) which should be reflected in the balance sheets or the notes thereto prepared in accordance
with generally accepted accounting principles, and all assets reflected therein are properly reported and present fairly the value
of the assets of the Company, in accordance with generally accepted accounting principles. All of the Company’s assets are
reflected on the Company’s Financial Statements and, except as set forth in Section 3.13 of the Seller’s Disclosure
Schedule attached hereto and for transactions arising since the Balance Sheet Date in the ordinary course of the Company’s
business in usual and customary amounts consistent with the Company’s historical practices, the Company has no liabilities,
direct or indirect, matured or unmatured, contingent or otherwise.


 


3.14. The
Company has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies,
interest or penalties), except for taxes accrued but not yet due and payable. The Company has timely filed all state, federal
or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each of such income
tax returns reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial.
In addition, all such tax returns are correct and complete in all material respects. All taxes of the Company which are (i) shown
as due on such tax returns, (ii) otherwise due and payable or (iii) claimed or asserted by any taxing authority to be
due, have been paid, except for those taxes being contested in good faith and for which adequate reserves have been established
in the financial statements included in the Financial Statements in accordance with GAAP. There are no liens for any taxes upon
the assets of the Company, other than statutory liens for taxes not yet due and payable. The Company does not know of any proposed
or threatened tax claims or assessments.


 


3.15. The
books and records, financial and otherwise, of the Company are true, correct, and complete in all material respects, and reflect
accurately in all material respects actual transactions entered into by the Company.


 


3.16. The
information concerning the Company set forth in this Agreement and the Seller’s Disclosure Schedule is complete and accurate
in all material respects and to the knowledge of Seller, does not contain any untrue statements of a material fact or omit to
state a material fact required to make the statements made, in light of the circumstances under which they were made, not misleading.


 




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3.17. Except
as set forth in Section 3.17 of the Seller’s Disclosure Schedule, there are no options, warrants, convertible securities,
subscriptions, stock appreciation rights, phantom stock plans or stock equivalents or other rights, agreements, arrangements or
commitments (contingent or otherwise) of any character issued or authorized by the Company relating to the issued or unissued
capital stock of the Company (including, without limitation, rights the value of which is determined with reference to the capital
stock or other securities of the Company) or obligating the Company to issue or sell any shares of capital stock of, or options,
warrants, convertible securities, subscriptions or other equity interests in, the Company. There are no outstanding contractual
obligations of the Company to repurchase, redeem or otherwise acquire any shares of the Company Common Stock of the Company or
to pay any dividend or make any other distribution in respect thereof or to provide funds to, or make any investment (in the form
of a loan, capital contribution or otherwise) in, any person.


 


3.18. There
is set forth in Section 3.18 of the Seller’s Disclosure Schedule a list of all consents of all third parties that, to the
knowledge of Seller, are required in order to enable Seller to consummate the transactions contemplated by this Agreement without
violating the terms of any contract to which the Company is a party or by which its assets may be bound.


 


ARTICLE
IV


OTHER
AGREEMENTS AND COVENANTS


 


4.1 Access
to Properties and Records. Prior to the Closing, the Company shall grant Purchaser full access to the properties, books and
records of the Company.


 


4.2 Delivery
of Books and Records. At the Closing but in no event later than 5 days therefrom, the Company shall provide access to Purchaser,
a copy of the corporate minute books, books of account, contracts, records, and all other books or documents of the Company now
in the possession of the Company or its representatives.


 


4.3 Further
Assurances. On and after the Closing, Seller shall prepare, execute and deliver such further instruments of conveyance, sale,
assignment or transfer, and shall take or cause to be taken such other or further action as Purchaser’s counsel shall reasonably
request at any time or from time to time in order to perfect, confirm or evidence in Purchaser title to all or any part of the
Subject Shares or to consummate, in any other manner, the terms and conditions of this Agreement.


 


4.4 Indemnification.


 


(a) Seller
Indemnity of Purchaser. Subject to the limitations set forth herein (including but not limited to those set forth in Sections
4.4(b), (c), (d) and (e), below), the Seller, jointly and severally, agree to indemnify and hold harmless
Purchaser (the “Purchaser Indemnitee”) against any Liabilities incurred or suffered by Purchaser Indemnitee by reason
of:


 


(i) a
breach by Seller or the Company of any of their respective representations and warranties set forth in this Agreement; and 


 


(ii)
any default or breach in the performance of any of the covenants or agreements made by the Company in or pursuant to this Agreement.


 


For
purposes of the foregoing, the term “Liabilities” shall mean all suits, proceedings, claims, expenses, losses, costs,
liabilities, judgments, deficiencies, assessments, actions, investigations, penalties, fines, settlements, interest and damages
(including reasonable attorneys’ fees and expenses), whether suit is instituted or not and, if instituted, whether at any
trial or appellate level, and whether raised by the parties hereto or a third party.


 




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(b) Floor.
Seller and the Company shall not have any liability under Section 4.4(a) until the cumulative amount of Liabilities
shall exceed One Hundred Thousand Dollars ($100,000) (the “Floor”), at which point Seller and the Company
shall be liable for the excess Liabilities above such Floor.


 


(c) Ceiling.
Except for any Liabilities arising from fraud, in no event shall the cumulative liability of Seller and the Company under this
Section 4.4 exceed (i) for Liabilities arising from any breach of the representations set forth in Sections 3.1
or 3.2, the Purchase Price, and (ii) for all other Liabilities, fifteen percent (15%) of the Purchase Price.


 


(d) Survival
Period. The indemnification provided for in this section shall survive the Closing and consummation of the transactions contemplated
hereby and termination of this Agreement for one (1) year following the Closing (the “Indemnification Period”),
and Seller and the Company shall be liable hereunder only for Liabilities for which Purchaser delivers to Seller, prior to the
expiration of the Indemnification Period, a written notice describing the claim in reasonable detail and citing each provision
of this Agreement that Purchaser believes to have been breached by Seller.


 


(e) Seller
and Company Joint Liability. Notwithstanding any provision of this Agreement to the contrary, if any Liabilities arising by
reason of a breach by Seller and the Company of their representations and warranties in Article III hereof, then Seller and the
other Shareholder of Company each shall be severally liable for fifty percent (50%) of such Liabilities, subject to the further
limitations set forth in the foregoing Sections 4.4(b), (c), and (d).


 


(f) Purchaser
Indemnity. The Company and Purchaser agree to indemnify and hold harmless Seller (the “Seller Indemnitee”)
against any Liabilities incurred or suffered by Seller Indemnitee. For this purpose, “Liabilities” shall mean all
suits, proceedings, claims, expenses, losses, costs, liabilities, judgments, deficiencies, assessments, actions, investigations,
penalties, fines, settlements, interest and damages (including reasonable attorneys’ fees and expenses), whether suit is
instituted or not and, if instituted, whether at any trial or appellate level, and whether raised by the parties hereto or a third
party, incurred or suffered by Seller Indemnitee or any of them arising from, in connection with or as a result of (i) the operation
of the Company’s business following the Closing; (ii) any breach of the contracts following the Closing; and (iii) any Liabilities
arising out of the claims of creditors of the Company or any party claiming by, through or under such creditor, including, but
not limited to, any bankruptcy trustee or debtor-in-possession. The indemnification provided for in this section shall survive
the Closing and consummation of the transactions contemplated hereby and termination of this Agreement for one year following
the Closing (the “Indemnification Period”).


 


(g) Procedure
for Third-party Claims. In the event any person or entity not a party to this Agreement shall make any demand or claim or
file or threaten to file or continue any lawsuit, which demand, claim or lawsuit may result in Liabilities, the indemnified party
shall give written notice to such effect to the indemnifying party promptly upon becoming aware thereof. In such event, within
20 days after written notice by the indemnified party (the “Notice”) of such demand, claim or lawsuit, the
indemnifying party shall have the right, at its sole cost and expense, to take and assume full control of the defense thereof
and to hire counsel (which counsel shall be reasonably satisfactory to the indemnified party) to defend any such demand, claim
or lawsuit (provided, however, that the failure to give such Notice shall not relieve the indemnifying party of its obligations
hereunder unless, and only to the extent that, such failure caused the damages for which the indemnifying party is obligated to
be greater than they would otherwise have been had the indemnified party given prompt notice hereunder). Thereafter, the indemnified
party shall be permitted to participate in such defense at its sole cost and expense, provided that, if the named parties to any
such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party or if the indemnifying
party proposes that the same counsel represent both the indemnified party and the indemnifying party and representation of both
parties by the same counsel would be inappropriate due to actual or potential differing interests between them, then the indemnified
party shall have the right to retain its own counsel at the cost and expense of the indemnifying party. In the event that the
indemnifying party shall fail to respond within 20 days after receipt of the Notice from the indemnified party of any such demand,
claim or lawsuit, then the indemnified party may retain counsel and conduct the defense of such demand, claim or lawsuit, as it
may in its sole discretion deem proper, at the sole cost and expense of the indemnifying party. With regard to claims of third
parties for which indemnification is payable hereunder, such indemnification shall be paid in advance of settlement or final adjudication
thereof on a current basis within 30 days of receipt from the indemnified party of such supporting documentation as the indemnifying
party may reasonably request.


 




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4.5 Assistance
with Post-Closing SEC Reports and Inquiries. Upon the reasonable request of Purchaser, after the Closing Date, Seller and
the Company shall use its reasonable best efforts to provide such information, including information, filings, reports, financial
statements or other circumstances of the Company occurring, reported or filed prior to the Closing, as may be necessary or required
by Purchaser for the preparation of the reports that Purchaser is required to file after Closing with the Securities and Exchange
Commission (“SEC”) to remain in compliance and current with its reporting requirements under the Securities
Exchange Act of 1934, or filings required to address and resolve matters as may relate to the period prior to Closing and any
SEC comments relating thereto or any SEC inquiry thereof.


 


4.6 Noncompete.
Seller hereby agrees that, during the period of two (2) years following the Closing, Seller shall not establish, open, be engaged
in, nor in any manner whatsoever become interested, directly or indirectly, either as employee, owner, partner, agent, shareholder,
director, officer, or otherwise, in any business that is within a 60-mile radius of the business location of the Company that
is substantially similar to the Business of the Company hereunder. Seller acknowledges that such restriction is a reasonable inducement
for Purchaser to consummate this transaction. If Seller violates or threatens to violate any of these restrictions, Purchaser
shall be entitled to preliminary and permanent injunctive relief (without the necessity of posting a bond or other security) in
addition to any other remedy which may be available. If a court of competent jurisdiction determines that the duration or geographic
limitations of any restriction contained in this Section 4.6 is unenforceable, it is the intention of the parties that the restrictions
set forth herein shall not thereby be terminated, but shall be deemed amended to the extent required to make it valid and enforceable.


 


4.7 Commercially
Reasonable Efforts. Subject to the terms and conditions herein provided, each party shall use commercially reasonable efforts
to (a) satisfy or fulfill all conditions precedent to the obligations of the parties under this Agreement so that the transactions
contemplated hereby shall be consummated as soon as practicable, and (b) take, or cause to be taken, all actions and to do, or
cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective
this Agreement and the transactions contemplated herein.


 


4.8 Brokers.
Seller, the Company and Purchaser each hereby (a) represents that such party has not engaged and is not indebted to any
finders or brokers in connection with the negotiation, execution or consummation of this Agreement, and (b) agrees to
indemnify, defend, and hold the other parties free and harmless from and against any claim by any third person other than
those described above for any commission, brokerage, or finder’s fee arising from the transactions contemplated hereby
based on any alleged agreement or understanding between the indemnifying party and such third person, whether express or
implied from the actions of the indemnifying party.


 




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4.9 Babadjov
Sale. Purchaser hereby (a) acknowledges and agrees that notwithstanding any provision of this Agreement to the contrary, Seller
shall not have any liability whatsoever for any covenants, representations, warranties, or other obligations of Babadjov arising
under or in connection with any agreements between Babadjov and Purchaser (or any affiliate of Purchaser) regarding the purchase
and sale of the shares of the Company’s Common Stock owned by Babadjov or any other transactions between or among Babadjov,
Purchaser, and any affiliates of Purchaser relating thereto, (b) waives and releases Seller of and from any and all claims, costs,
damages, and expenses arising from or relating in any way to any covenants, representations, warranties, or other obligations
of Babadjov arising under or in connection with any agreements between Babadjov and Purchaser (or any affiliate of Purchaser)
regarding the purchase and sale of the shares of the Company’s Common Stock owned by Babadjov or any other transactions
between or among Babadjov, Purchaser, and any affiliates of Purchaser relating thereto, and (c) in connection with the foregoing
release, Purchaser hereby waives and releases all rights, if any, that Purchaser may have under Section 1542 of the California
Civil Code, which reads in pertinent part as follows: “A general release does not extend to claims which the creditor does
not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must
have materially affected his or her settlement with the debtor.” Nothing in this Section 4.9 is intended or shall
be construed to limit any claims that Purchaser now or hereafter may have against Seller by reason of Seller’s breach of
Seller’s express representations, warranties, or covenants under this Agreement.


 


4.10
Pre-Closing Distribution. Purchaser acknowledges and agrees that immediately prior to the Closing, the Corporation may
distribute to Seller and Babadjov all cash in the Company’s bank accounts in excess of the amount equaling Net Liquid Working
Capital.


 


4.11 Accounts
Payable. Purchaser acknowledges and agrees that the Company shall be solely responsible for paying, and Seller shall not otherwise
have any liability whatsoever respective to, accounts payable incurred by the Company in the ordinary course of its business that
remain unpaid as of the Closing.


 


4.12 Profit
Sharing Plan. Purchaser (a) acknowledges that the Company sponsors that certain “Go Green Hydroponics Profits Sharing
401(k) Plan” (the “Plan”), Seller is a participant in that Plan, and Seller is entitled to have a contribution
made to the trust under that Plan for the portion of calendar year 2014, and (b) agrees to cause the Company to make that contribution
prior to the due date therefor under applicable law.


 


4.13 Lease
Assumption. Purchaser hereby:


 


(a)
Acknowledges that (i) the Company operates from Premises situated at 15621 Ventura Boulevard, Encino, California (the “Premises”),
which are owned by The Elaine Rosenthal Non-Exempt Trust & the Laurie Ackerman Trust (“Owner”), and (ii)
Owner leases the Premises to Seller pursuant to a Standard Industrial/Commercial Multi-Tenant Lease – Gross dated August
26, 2009 (the “Lease”); and


 


(b) Agrees
that at the Closing, Seller shall assign the Lease to the Company and Purchaser shall cause the Company to assume the Lease and
cause the Company to pay, prior to delinquency, all amounts coming due under the Lease with respect to all periods after the Closing.


 


4.14 Founder
Working Capital Loan. Seller hereby (a) acknowledges that in connection with the formation of the Company, Seller made a loan
to the Company in the approximate principal amount of $130,000, and (b) contributes the principal of such loan to the capital
of the Company effective as of immediately prior to the Closing, and waives any claim for repayment thereof.


 




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4.15 Guaranty
of Credit Card and Vendor Accounts. Purchaser (a) acknowledges that Seller has guaranteed the Company’s obligations
under the Company’s Wells Fargo VISA credit card account no. 4484-6100-0211-7979 (the “Credit Card”),
and with certain of the Company’s vendors, and (b) agrees that (i) concurrently herewith, Seller may terminate the Credit
Card and deliver to each vendor a written revocation of such guaranty of Company vendor accounts, and (ii) Purchaser shall, and
shall cause the Company to, indemnify, defend, and hold Seller free and harmless from and against all claims, costs, damages,
and expenses arising from or relating to such guaranties.


 


4.16 Final
“S” Corporation Tax Return. Purchaser (a) acknowledges that the Company is presently operated as an “S”
corporation for income tax purposes, and that such “S” corporation status will be revoked as of the Closing, and (b)
agree that Seller will be responsible for and will have authority to file the final federal and California “S” corporation
income tax returns for the period from January 1, 2014, and ending on the date of the Closing, provided that Seller will provide
Purchaser a draft copy of such final tax returns for review and comment before filing the same.


 


ARTICLE
V


CONDITIONS
PRECEDENT TO OBLIGATIONS OF THE SELLER


 


The
obligations of Seller under this Agreement are subject to the satisfaction, at or before the Closing Date, of the following conditions:


 


5.1. Accuracy
of Representations and Performance of Covenants. The representations and warranties made by Purchaser in this Agreement were
true when made and shall be true at the Closing Date with the same force and effect as if such representations and warranties
were made at and as of the Closing Date (except for changes therein permitted by this Agreement). Purchaser shall have performed
or complied with all covenants and conditions required by this Agreement to be performed or complied with by Purchasers prior
to or at the Closing.


 


5.2. No
Governmental Prohibition. No order, statute, rule, regulation, executive order, injunction, stay, decree, judgment or restraining
order shall have been enacted, entered, promulgated or enforced by any court or governmental or regulatory authority or instrumentality
which prohibits the consummation of the transactions contemplated hereby.


 


5.3. Consents.
All consents, approvals, waivers or amendments pursuant to all contracts, licenses, permits, trademarks and other intangibles
in connection with the transactions contemplated herein, or for the continued operation of Purchaser after the Closing Date
on the basis as presently operated shall have been obtained.


 


ARTICLE
VI


CONDITIONS
PRECEDENT TO OBLIGATIONS OF THE PURCHASER


 


The
obligations of Purchaser under this Agreement are subject to the satisfaction, at or before the Closing Date, of the following
conditions:


 


6.1. Accuracy
of Representations and Performance of Covenants. The representations and warranties made by the Company and Seller in this
Agreement were true when made and shall be true as of the Closing Date (except for changes therein permitted by this Agreement)
with the same force and effect as if such representations and warranties were made at and as of the Closing Date. Additionally,
Seller shall have performed and complied with all covenants and conditions required by this Agreement to be performed or complied
with by Seller.


 




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6.2. No
Governmental Prohibition. No order, statute, rule, regulation, executive order, injunction, stay, decree, judgment
or restraining order shall have been enacted, entered, promulgated or enforced by any court or governmental or regulatory
authority or instrumentality which prohibits the consummation of the transactions contemplated hereby.


 


6.3. Consents.
All consents, approvals, waivers or amendments pursuant to all contracts, licenses, permits, trademarks and other intangibles
in connection with the transactions contemplated herein, or for the continued operation of the Company after the Closing Date
on the basis as presently operated shall have been obtained.


 


ARTICLE
VII


MISCELLANEOUS


 


7.1 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.


 


7.2 Notices.
All notices permitted or required by this Agreement shall be in writing, and shall be deemed to have been delivered and
received (a) when personally delivered, (b) on the third (3rd) business day after the date on which
deposited in the United States mail, postage prepaid, certified or registered mail, return receipt requested, or (c) on
the date on which transmitted by facsimile or other electronic means producing a tangible receipt evidencing a successful
transmission, or (d) on the next business day after the date on which deposited with a regulated public carrier or nationally
recognized overnight commercial delivery service (e.g., Federal Express, DHL, etc.), addressed to the party for
whom intended at the mailing address, email address, or facsimile number set forth on the signature page of this Agreement
for such party, or such other mailing address, email address, or facsimile number, notice of which has been delivered in a
manner permitted by this Section 7.2. 


 


7.3 Attorney’s
Fees. In the event that either party institutes any action or suit to enforce this Agreement or to secure relief from any
default hereunder or breach hereof, the prevailing party shall be reimbursed by the losing party for all costs, including reasonable
attorney’s fees, incurred in connection therewith and in enforcing or collecting any judgment rendered therein.


 


7.4 Confidentiality.
Each party hereto agrees with the other that, unless and until the transactions contemplated by this Agreement have been
consummated, it and its representatives will hold in strict confidence all data and information obtained with respect to
another party or any subsidiary thereof from any representative, officer, director or employee, or from any books or records
or from personal inspection, of such other party, and shall not use such data or information or disclose the same to others,
except (i) to the extent such data or information is published, is a matter of public knowledge, or is required by law to be
published; or (ii) to the extent that such data or information must be used or disclosed in order to consummate the
transactions contemplated by this Agreement. In the event of the termination of this Agreement, each party shall return to
the other party all documents and other materials obtained by it or on its behalf and shall destroy all copies, digests, work
papers, abstracts or other materials relating thereto, and each party will continue to comply with the confidentiality
provisions set forth herein.


 




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7.5 Public
Announcements and Filings. Unless required by applicable law or regulatory authority, none of the parties will issue any report,
statement or press release to the general public, to the trade, to the general trade or trade press, or to any third party (other
than its advisors and representatives in connection with the transactions contemplated hereby) or file any document, relating
to this Agreement and the transactions contemplated hereby, except as may be mutually agreed by the parties. Copies of any such
filings, public announcements or disclosures, including any announcements or disclosures mandated by law or regulatory authorities,
shall be delivered to each party at least one (1) business day prior to the release thereof.


 


7.6 Schedules;
Knowledge. Each party is presumed to have full knowledge of all information set forth in the other party’s schedules
delivered pursuant to this Agreement.


 


7.7 No
Third Party Beneficiaries. This contract is strictly among Seller, the Company and Purchaser, and, no director, officer, stockholder,
employee, agent, independent contractor or any other person or entity shall be deemed to be a third party beneficiary of this
Agreement.


 


7.8 Expenses.
Subject to Section 7.3, above, whether or not the Purchase is consummated, each of Seller, Company and Purchaser
will bear their own respective expenses, including legal, accounting and professional fees, incurred in connection with the
sale of the Subject Shares or any of the other transactions contemplated hereby.


 


7.9 Entire
Agreement. This Agreement represents the entire agreement among the parties relating to the subject matter thereof and supersedes
all prior agreements, understandings and negotiations, written or oral, with respect to such subject matter.


 


7.10 Construction.
This Agreement is the result of negotiations between the parties and neither of the parties entering into this Agreement has acted
under any duress or compulsion, whether legal, economic or otherwise. The parties hereby waive the application of any rule of
law that ambiguous or conflicting terms or provisions should be construed against the party who (or whose attorney) prepared this
Agreement or any earlier draft of the same. In this Agreement, the word “Person” includes any individual, corporation,
limited liability company, trust, fiduciary, governmental entity, or other entity or status of any kind that is recognized under
applicable law as a separate legal person, and the word “include(s)” means “include(s), without limitation,”
and the word “including” means “including, but not limited to.” Unless the context of this Agreement
otherwise clearly requires, references to the plural include the singular and the singular the plural. Unless otherwise expressly
indicated herein, the words “hereof,” “hereunder,” and similar terms in this Agreement refer
to this Agreement as a whole and not to any particular provision of this Agreement. All references to “Section”
herein shall refer to the sections and paragraphs of this Agreement unless specifically stated otherwise. The section and other
headings, if any, contained in this Agreement are inserted for convenience of reference only, and they neither form a part of
this Agreement nor are they to be used in the construction or interpretation of this Agreement.


 


7.11
Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original
and all of which, taken together, shall constitute one and the same instrument, binding on each signatory thereto. A copy of this
Agreement that is executed by a party and transmitted by that party to any other party by facsimile or as an attachment (e.g.,
in “.tif” or “.pdf” format) to an email shall be binding upon the signatory to the same extent as a copy
hereof containing that party’s original signature.


 




    	15



    	 



    


 


7.12 Amendment
or Waiver. Every right and remedy provided herein shall be cumulative with every other right and remedy, whether conferred
herein, at law, or in equity, and may be enforced concurrently herewith, and no waiver by any party of the performance of any
obligation by the other shall be construed as a waiver of the same or any other default then, theretofore, or thereafter occurring
or existing. At any time prior to the Closing Date, this Agreement may by amended by a writing signed by all parties hereto, with
respect to any of the terms contained herein, and any term or condition of this Agreement may be waived or the time for performance
may be extended by a writing signed by the party or parties for whose benefit the provision is intended.


 


[Signatures
appear on the following page.]


 




    	16



    	 



    


 


IN
WITNESS WHEREOF, the corporate parties hereto have caused this Agreement to be executed by their respective officers, hereunto
duly authorized, as of the date first-above written.


 


	SELLER:	 	PURCHASER:
	 	 	 	 	 
	 	 	 	OSL Holdings, Inc., a Nevada corporation
	 	 	 	 	 
	/s/ Jeffrey Malinovitz	 	By:	/s/ Robert Rothenberg
	Jeffrey Malinovitz	 	Name:	 Robert Rothenberg
	 	 	 	Title:	 CEO
	Address, Facsimile & Email for Notices:	 	 	 
	 	 	 	Address, Facsimile & Email for Notices:
	Jeffrey Malinovitz	 	 	 
	c/o Go Green Hydroponics, Inc.	 	OSL Holdings, Inc.
	15721 Ventura Blvd 	 	1669 Edgewood Rd, Suite 214
	Encino, CA 91436	 	Yardley, PA, 19067
	 	 	 	 	 
	Email:	jasonb108@gmail.com		Facsimile No.: (845)
    363-6779
	 	 	 	Email:
    Bob@OSLHoldings.com
	 	 	 	 	 
	THE COMPANY:	 	 	 
	 	 	 	 	 
	Go Green Hydroponics Inc., a California corporation	 	 	 
	 	 	 	 	 
	By:	/s/ Jason Babadjov	 	 	 
	Name:	 Jason Babadjov	 	 	 
	Title:	 CEO	 	 	 
	 	 	 	 	 
	Address, Facsimile & Email for Notices:	 	 	 
	 	 	 	 	 
	Go Green Hydroponics, Inc.	 	 	 
	ATTN:	Jeffrey Malinovitz	 	 	 
	15721 Ventura Blvd 	 	 	 
	Encino, CA 91436	 	 	 
	 	 	 	 	 
	Email:	JasonB108@gmail.com	 	 	 


 


[Signature
of Escrow Agent appears on following page.]


 




    	17



    	 



    


 


Acceptance
by Escrow Agent


 


Escrow
Agent hereby accepts and agrees to abide by the escrow instructions and other terms of Section 1.5, above.


 


	 	 	“Escrow Agent:”
	 	 	 	 
	 	 	INGBER & ASSOCIATES
	 	 	 	 
	October
    20, 2014	 	By:	/s/ Kenneth Ingber
	Date	 	 	Kenneth
    Ingber
	 	 	 	 
	 	 	Address, Facsimile & Email for Notices:
	 	 	 	 
	 	 	Kenneth S. Ingber, Esq.
	 	 	Ingber & Associates
	 	 	A Professional Law Corporation
	 	 	30101 Agoura Court, Suite 119
	 	 	Agoura Hills, CA 91301
	 	 	Phone Number: (818) 707-3811
	 	 	Fax: (310) 933-0301
	 	 	ken@ingberlawyers.com
	 	 	http://www.ingberlawyers.com





 






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Execution


 


Exhibit
A


 


Form
of Employment Agreement


 




    	 



    	 



    


 


Execution


 


Exhibit
B


 


Seller
Disclosure Schedule


 




    	 



    	 



    


 


Schedule
3.9


 


Assets


 






    	2