PATENT
ASSIGNMENT AGREEMENT


 


This
Patent Assignment Agreement (“Agreement”) is made and entered into as of the 20
day of JULY, 2016, by and between SKY ISLAND, INC.., a California corporation, whose principal business address is 6700
Foolproof Avenue, Suite 289, West Hills, California 91307 (hereafter “Assignor”); and PINEAPPLE EXPRESS, INC., a Wyoming
corporation whose principal business address is 10351 Santa Monica Blvd., Suite 420, Century City, California 90067 (hereafter
“Assignee”).


 


RECITALS


 


WHEREAS,
Assignor is the owner of the “Top Shelf” invention, as described in the United States Patent Application signed by
Assignor on August 11, 2015, U.S. Patent and Trademark Office Serial Number 62/203,845, filed on August 11, 2015, and containing
the following language (the “Patent Application”):


 


Apparatus
for and method of securing, displaying, and dispensing herbal products including monitoring quantity and category of herbal products
dispensed, and the persons who respectively dispensed and received each respective product.


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by Assignor:


 


Assignor
hereby sells, assigns, and transfers to Assignee, and Assignee’s successors: (a) all rights, title, and interests, to the
Patent Application and all rights, title, and interests in any application and under any and all patents granted in the U.S. and
abroad relating to the Patent Application, including but not limited to, all corresponding, provisional, continuation, continuation-in-part,
divisional, reissue, and reexamination applications, for the entire term of the patent(s); (b) all rights, title, and interests
in and to any and all foreign patents and applications for any invention described in the Patent Applications, in any and all
countries foreign to the U.S., including all rights of priority arising from them, and all the rights and privileges under any
and all forms of protection, including patents, that may be granted in said countries foreign to the U.S. for them for the entire
term of the patent(s); and (c) the right to seek remedies for any and all infringements of any of the foregoing patents and to
collect and retain all damages and profits and enjoy any and all remedies granted for infringements.


 


Assignor
authorizes the United States Patent and Trademark Office to issue any patents resulting from the Patent Application to Assignee.
The rights, title and interests is to be held and enjoyed by Assignee and Assignee’s successors and assigns as fully and
exclusively as it would have been held and enjoyed by Assignor had this assignment not been made.


 


Assignor
agrees to: (a) cooperate with Assignee in the prosecution of the Application and foreign counterparts; (b) execute, verify, acknowledge
and deliver all such further papers, including patent applications and instruments of transfer; and (c) perform such other acts
as Assignee lawfully may request to obtain or maintain the Patent for the invention in any and all countries.


 




    	 



    	 



    

 


Assignee
agrees to develop the Top-Shelf design into a working prototype and commence marketing, based on a timetable and a pre- approved
cost structure, which shall be at the full discretion of the Assignee. Assignee shall have exclusive control over the timing,
costs, sale and lease terms, marketing, development, and the rollout of Top Shelf product. It is anticipated by the parties that
the Top Shelf product shall retail for no less than $25,000 per unit.


 


In
the event Assignee fails to facilitate a working prototype of the Top Shelf product by March 31, 2017, Assignor shall have the
right to terminate this assignment and all rights granted herein by serving a written notice upon Assignee anytime after March
31, 2017.


 


Assignor
may, at its own cost, market the Top Shelf product, in a pre-approved manner by Assignee, and may refer all potential purchasers
of the Top Shelf product to Assignee to finalize sales transactions.


 


1.
Inclusion of Recitals


 


All
recitals set forth above are included in their entirety in this Agreement and made a part thereof.


 


2.
Compensation


 


Assignee
shall pay Assignor as follows:


 


ROYALTY
PAYMENT: If a Top Shelf unit is sold, Assignee shall pay Assignor a one-time royalty payment equal to 30% of the gross sales
price of that unit. This payment shall be made within 30 days of Assignee’s receipt of payment in full by the purchaser
of the unit.


 


LEASE
PAYMENTS: If a Top Shelf unit is leased, Assignee shall pay Assignor 30% of any lease payments made to the Assignee. Any such
payments to Assignor will be made within 30 days of Assignee’s receipt of the lease payment from the leasing customer.


 


If
the Patent Application is denied, and not appealed, or ceases to remain pending without an approval, the above-referenced compensation
terms shall immediately terminate. In the event Assignee becomes insolvent at anytime during this agreement, at the sole discretion
of Assignor, Assignor may upon written notice served on Assignee be assigned the patent application and this agreement shall immediately
terminate. Assignee may not assign the use of the patent application or the underlying Top Shelf product without the written permission
of Assignor.


 


3.
General Provisions


 


3.01
Agreement Binding On Heirs and Assigns


 


This
Agreement shall inure to the benefit of and be binding upon the parties, their heirs, successors, assigns, and personal representatives.


 




    	 



    	 



    

 


3.02.
Specific Performance


 


If
any party to this Agreement fails to execute or deliver any document or perform any act reasonably necessary to carry out the
provisions of this Agreement, any other party to this Agreement may institute and maintain a proceeding to compel specific
performance of this Agreement by said defaulting party.


 


3.3
Agreement To Execute Further Documents


 


Each
of the parties agrees to review and analyze further documents and take such further action, as the parties may independently deem
appropriate, and as may be deemed necessary or appropriate to consummate the intent and purpose of this Agreement.


 


3.4
Notices


 


All
notices required to be given hereunder shall be in writing and shall be sent by first-class mail, postage prepaid, and deposited
to the United States mail, and addressed to the respective parties at the addresses set forth in the preamble to this Agreement.
In case of service by mail, it shall be deemed complete at the expiration of the second day after mailing. Either party may, by
written notice to the other, change the address for notices to be sent to that party.


 


3.5
Governing Law


 


The
provisions of this Agreement shall be governed by the laws of the State of California. The parties agree to submit to the jurisdiction
and venue of the appropriate state and/or federal courts in the County of Los Angeles, State of California.


 


3.6
Severability


 


Should
any provision of this Agreement be determined to be illegal or unenforceable, all other provisions shall remain effective.


 


3.7
Entire Agreement


 


This
Agreement constitutes the entire agreement between the parties with respect to the subject-matter, superseding all prior oral
or written negotiations, agreements, or understandings with respect to such subject-matter.


 


3.8
Amendment


 


This
Agreement may be amended, supplemented, or varied at any time, in any way, and in all respects, but only by an instrument in writing
executed by the parties hereto.


 




    	 



    	 



    

 


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


 


	“Assignor”	 
	SKY
    ISLAND, INC.	 
	 	 
	/s/ Vincent
    Mehdizadeh	 
	Vincent
    Mehdizadeh	 
	Chief
    Executive Officer	 
	 	 
	“Assignee”	 
	PINEAPPLE
    EXPRESS, INC.	 
	 	 
	/s/ Matthew
    Feinstein	 
	Matthew
    Feinstein	 
	Chief
    Executive Officer