SHARE CANCELLATION AGREEMENT AND RELEASE

THIS AGREEMENT is hereby made effective this 10th day of October 2011, by and between RED ROCK PICTURES HOLDING, INC., a Nevada corporation, having its address at 6019 Olivas Park Drive, Suite C, Ventura, CA 93003 (the "Company" or “Red Rock”), OFFICE SUPPLY LINE, INC., a Nevada corporation (“OSL”),  and CRISNIC FUND, S.A. (“Crisnic”).

WHEREAS, pursuant to that certain Share Exchange Agreement dated the date hereof the Company intends to acquire up to 100% of the issued and outstanding shares of OSL from the OSL shareholders in exchange for the issuance of certain shares of the Company (the “Exchange”);

WHEREAS, Crisnic is the holder and owner of 14,130,000 shares of the Company’s common stock (the “Shares”);

WHEREAS, the parties agree to the cancellation of the Shares represented by the executed Agreement in consideration of (i) a payment of  $10,000 by OSL to Crisnic, and (ii) the issuance of a Promissory Note (the “Promissory Note”) in favour of Crisnic in the principal amount of $240,000, substantially in the form attached hereto as Exhibit A, and related Escrow Agreement that secures payment of the principal amount due under the Promissory Note, substantially in the form attached hereto as Exhibit B; and

WHEREAS, each of the Company, OSL, and Crisnic deem it to be in their respective best interests to immediately cancel the Shares and enter into the Promissory Note and Escrow Agreement.

NOW THEREFORE, in consideration of the mutual covenants contained herein (the sufficiency whereof is hereby acknowledged by the parties hereto), the parties hereby agree to and with each other as follows:

1. CONSIDERATION. On the closing of the Exchange, in consideration for cancellation of the  Shares of the Company, the OSL shall pay Crisnic $10,000, issue Crisnic a Promissory Note in the principal amount of $240,000, and secure payment of the principal amount due under the Promissory Note pursuant to an Escrow Agreement;.

2. CANCELLATION OF THE SHARES. The Shares shall be cancelled effective on the date of this Agreement.

3. RELEASE.  Crisnic, other than with respect to the Promissory Note and Escrow Agreement, together with its heirs, executors, administrators, and assigns hereby fully, forever, irrevocably and unconditionally releases, remises and discharges the Company and its subsidiaries (for the avoidance of doubt, Crisnic is not releasing pursuant to this Section 3, Revolution Oils, LLC (aka, Red Rock Direct LLC)) and affiliates and each of their current or former officers, directors, stockholders, attorneys, agents, or employees (collectively, the "Company Released Parties") from any and all claims, charges, complaints, demands, actions, causes of action, suits, rights, debts, sums of money, costs, accounts, reckonings, covenants, contracts, agreements, promises, doings, omissions, damages, executions, obligations, liabilities and expenses (including attorneys' fees and costs), of every kind and nature, known or unknown, which he ever had or now has against the Company or Company Released Parties including, but not limited to, all claims arising out of (i) the original grant and this cancellation of the Shares, and (ii)  Tony Gentile’s employment with or separation from the Company, all wrongful discharge claims, all common law claims including, but not limited to, actions in tort, defamation, breach of contract and any claims under any other federal, state or local statutes or ordinances not expressly referenced above.

 

 

4. Representations and Warranties of Crisnic.  As an inducement to OSL entering into the Exchange, and to obtain the reliance of OSL and the OSL shareholders, Crisnic represents and warrants, as follows:

 

(b)  Related Party Transactions with the Company.  Except as disclosed on Schedule 4(b) hereto, no related party to Crisnic is owed any money by Red Rock or is otherwise a creditor of Red Rock.

 

IN WITNESS WHEREOF the parties hereto have placed their signatures hereon on the day and year first above written.