EMPLOYMENT
AGREEMENT


 


THIS
EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of March 1st, 2016, by and between Pineapple Express,
Inc., a Wyoming Corporation (the “Company”), and Matthew Feinstein, a resident of California (“Employee”).
This Agreement takes effect March 1st 2016.


 


WITNESSETH:
THAT


 


WHEREAS,
the Company desires to employ Employee, and Employee desires to be employed by the Company, upon the terms and conditions set
forth herein.


 


NOW,
THEREFORE, in consideration of the agreements hereinafter set forth, the Company and Employee agree as follows:


 


1.
EMPLOYMENT


 


1.1
Employment. The Company and Employee wish to enter into this Agreement to document the terms of their employment
relationship. Employee’s title shall be CEO of the Company. Employee’s job description and work schedule are attached hereto
as Exhibit A. Employee shall faithfully, honestly and efficiently perform his duties, as described on Exhibit A,
in accordance with the written policies and written directives of the Company. Employee shall report to the Board of Directors.


 


1.2
Exempt Position. This is an exempt position under applicable state and federal laws.


 


1.3
Employment Standards. In the performance of Employee’s duties under this Agreement, Employee shall adhere to such
employment standards, ethical practices and standards of care and competence as are customary for employees holding similar positions
within the Company and with employers similar to the Company.


 


1.4
No Other Employment Restrictions. Employee warrants to the Company that Employee is not subject to any noncompetition
or nondisclosure agreement with any third party that prohibits or restricts Employee’s employment by the Company or the performance
of Employee’s duties hereunder. Employee covenants to the Company that Employee shall not become subject to any noncompetition
or nondisclosure agreement with any third party that would prohibit or restrict Employee’s employment by the Company or the performance
of Employee’s duties hereunder.


 


2.
TERMINATION OF EMPLOYMENT


 


2.1
Term; At-Will Employment. The term of this Agreement shall begin as of March 1st 2016 and shall continue through March
30th 2017 (the “Term”), unless sooner terminated as provided in this Section 2. Employee’s employment
with the Company shall be “at-will” and may be terminated at any time and for any or no reason whatsoever, including
with or without Cause upon two (2) weeks prior notice at the option of either Employee or the Company, except that Employee’s
employment may be terminated immediately for Cause in accordance with Section 2.6 below. No provision of this Agreement
shall be construed as conferring upon Employee a right to continue as an employee of the Company. This “at-will” status
may not be altered without an express written agreement signed by Employee and Manager, specifically referencing this Section.
Employee and the Company may mutually agree to renew this Agreement upon expiration.


 




    	 



     


    

 


2.2
By Death. This Agreement shall terminate upon the death of Employee. The Company shall pay Employee’s beneficiaries
or estate, as appropriate, within six (6) weeks’ written notice to the Company, compensation and benefits due and owing Employee
as of the date of Employee’s death. Thereafter, all obligations of the Company under this Agreement shall cease, except
as set forth in Section 10.1.


 


2.3
By Disability. If, by reason of any physical or mental disability, Employee has been or will be prevented from properly
performing substantially all of his duties under this Agreement for more than ninety (90) days in any 365-day period, then, to
the extent permitted by law, the Company may terminate this Agreement upon six (6) weeks’ advance written notice to Employee.
The Company shall pay Employee all compensation and benefits to which he is entitled through the last business day of the notice
period; thereafter, all obligations of the Company under this Agreement shall cease, except as provided in Section 10.1.
After termination, Employee shall remain bound by specific obligations set forth in this Agreement, as indicated in the applicable
Sections of this Agreement.


 


2.4
Termination by Employee. Employee may terminate this Agreement for any reason by giving the Company at least two
(2) weeks advance written notice. On the actual date of termination, Employee shall be paid all wages and benefits through the
date of termination and thereafter all obligations of the Company under this Agreement shall cease, except as provided in Section
10.1. After termination, Employee shall remain bound by specific obligations set forth in this Agreement, as indicated in
the applicable Sections of this Agreement.


 


2.5
Termination by Employee for Good Reason. During the Term, Employee may terminate this Agreement for Good Reason,
but only after Employee has provided written notice to the Company identifying in reasonable detail the basis therefor and delivered
within thirty (30) days after Employee’s actual knowledge of the event or circumstance providing such basis, and the Company has
not cured such condition within forty five (45) days following delivery of such written notice. After termination, Employee shall
remain bound by specific obligations set forth in this Agreement, as indicated in the applicable Sections of this Agreement. On
the actual date of termination (which shall be the first business day following the Company’s failure to cure such condition as
described in the preceding sentence), Employee shall be paid all wages and benefits through the date of termination and thereafter
all obligations of the Company under this Agreement shall cease except as set forth in Section 10.1. For purposes of this
Agreement, “Good Reason” shall mean:


 


2.5.1
a material breach by the Company of any provision of this Agreement;


 


2.5.2
a reduction in Employee’s base salary below the level required by Section 3.1 of this Agreement;


 







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2.5.3
a relocation of the Employee’s principal place of employment by more than 25 miles, except for required travel on Company business
to an extent substantially consistent with the Employee’s business travel obligations as of the date of relocation; or


 


2.5.4
the Company’s failure to obtain an agreement from any successor to the Company to assume and agree to perform this Agreement in
the same manner and to the same extent that the Company would be required to perform if no succession had taken place, except
where such assumption occurs by operation of law.


 


2.6
Termination by Company for Cause. The Company may terminate this Agreement for Cause immediately upon the Company’s
delivery of written notice of termination to Employee. For purposes of this Agreement, “Cause” shall mean:


 


2.6.1
any material act of dishonesty by Employee against the Company or unauthorized disclosure of material Confidential Information
(as that term is defined below);


 


2.6.2
Employee’s commission of an act of fraud or any criminal act that adversely affects the business or reputation of the Company
or any other member of the Company;


 


2.6.3
Employee’s material breach of any provision of this Agreement (unless any such breach is the result of Employee’s death or disability),
which breach continues without the satisfactory cure thereof (as reasonably determined by the Manager) by Employee for a period
of thirty (30) days following written notice thereof from the Manager to Employee, identifying in reasonable detail the alleged
breach;


 


2.6.4
chronic alcoholism or drug use of or by Employee which is not otherwise protected by the Americans with Disabilities Act, as amended,
or a willful act involving moral turpitude (determined by applying the moral standards of the Company’s principal place of business)
by Employee, in each case which interferes with Employee’s performance of his duties or which have a material adverse effect on
the reputation of the Company or any member of the Company or their respective products, trademarks or goodwill;


 


2.6.5
Employee’s engaging in any act or making a public statement that creates a major newsworthy public scandal;


 


2.6.6
Employee’s granting of rights, authorizing, and/or knowingly assisting or facilitating the use of Employee’s name or likeness
in connection with any products and/or services that could be detrimental to the image of the Company or any member of the Company,
including any sexual device, pornographic material, firearm, tobacco products, feminine hygiene products, laundry or toilet paper
products;


 


2.6.7
A material breach by Employee of his obligations under this Agreement, which breach remains uncured after the applicable cure
period, if any, described in this Agreement;


 


2.6.8
Employee’s willfully aiding a competitor of the Company or willfully engaging in activities damaging to the Company (provided
that this provision shall not apply to the Company’s competing with any member of the Company or doing business with a competitor
of any such entity, and Employee may participate in such activities by the Company); or


 







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2.6.9
the commission by Employee of any willful, reckless or grossly negligent act or failure to act in connection with his performance
of his duties as set forth herein or any breach of Employee’s fiduciary duties to the Company, which act, failure to act or breach
has a material adverse effect on the reputation of Employee, the Company or any member of the Company or on any of their respective
products, trademarks or goodwill.


 


For
purposes of this Agreement, “moral turpitude” shall mean any of the following: (a) the act of baseness, vileness
or the depravity in private and social duties which man or woman owes to his or his fellow man or woman, or to society in general,
contrary to accepted and customary rule of right and duty between man or woman and man or woman; (b) act or behavior that gravely
violates moral sentiment or accepted moral standards of community and is a morally culpable quality held to be present in some
criminal offenses as distinguished from others; or (c) the quality of a crime involving grave infringement of the moral sentiment
of the community as distinguished from statutory mala prohibita. For purposes of this Agreement, “Cause” shall not
include or be predicated upon any act or omission by the Employee, which is taken or made either (a) at the direction of the Manager
or any executive officer or director of the Company; (b) in good faith, under the Employee’s reasonable belief that the
act or omission was in the best interests of the Company; (c) pursuant to the advice of the Company’s counsel; or (d) to
comply with a lawful court order, directive from a federal, state or local government agency or industry regulatory authority,
or subpoena.


 


After
termination for Cause, Employee shall remain bound by specific obligations set forth in this Agreement, as indicated in the applicable
Sections of this Agreement. On the actual date of termination for Cause, Employee shall be paid all wages and benefits through
the date of termination and thereafter all obligations of the Company under this Agreement shall cease except as set forth in
Section 10.


 


2.6.10
Severance. In the event that Employee terminates his employment with or without cause or the Company terminates Employee
employment with or without cause, Employee shall be entitled to receive a severance payment of $180,000.


 


COMPENSATION


 


2.7
Salary. The Company shall pay Employee annual base salary equal to $180,000. Base salary shall be paid in accordance
with the Company’s regular payroll procedures. In any period in which Employee is employed for less than the entire period or
for any other reason is not on the active payroll as an employee the entire period, the compensation payable under this Section
3.1 shall be prorated on the basis of the number of days during which Employee was employed, divided by the number of days
in such period. Employee will be reviewed at the end of the term of the agreement.


 


2.8
Bonus. Employee shall be eligible to receive performance based bonuses from the Company and/or stock options from
Parent. Any such bonuses will be at the Company’s sole discretion and any such stock option grants will be at the sole discretion
of Company.


 


2.9
Participation in Benefit Plans. During the Term, Employee shall be entitled to participate in employee benefit plans
or programs as agreed by the Company and Employee. Subject to Section 3.4 of this Agreement, the Company, in its sole and
absolute discretion, may discontinue, reduce or otherwise change any benefit now or hereafter offered to its work force or senior
managers.


 




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2.10
Withholdings and Deductions. Employee’s salary and all other compensation payable to Employee shall be paid minus
required payroll withholdings and deductions for federal, state and local income, FICA, unemployment compensation, disability
and other similar taxes or assessments.


 


3.
REIMBURSEMENT OF BUSINESS EXPENSES


 


The
Company will promptly reimburse Employee for all items of necessary business travel and miscellaneous business expenses reasonably
incurred by him on behalf of the Company, provided that such expenses and costs shall be reimbursed subject to such rules, regulations
and policies established from time to time by the Company or as may be required by applicable federal, state or local tax laws,
rules or regulations.


 


4.
CONFIDENTIAL INFORMATION


 


4.1
Definition of Confidential Information. For purposes of this Agreement, “Confidential Information”
shall mean all aspects of the business and/or personal lives of any past, present or future officer, director or owner of the
Company, subject to Section 8 hereof, all trade secrets and other proprietary and confidential information relating to
the Company or any member of the Company and whether or not designated or marked as “confidential”, including financial
information, payroll information, pricing information and cost of goods or sales information, employee information, product sourcing
information, formulas, designs, patterns, computer data or programs, know-how, data, existing and prospective customers, vendors,
and suppliers and any lists of same, files and prices, agreements and contracts, documents, methods of conducting business, financial
and accounting statements and records, business plans, budgets and projections, prospective customer and vendor proposals, technical
information, marketing materials and concepts, methods for developing and maintaining business relationships with vendors, customers
and prospective customers and any information designated as Confidential Information by the Company. The terms and existence of
this Agreement are hereby designated as Confidential Information.


 


4.2
Employee’s Acknowledgments. Employee acknowledges that (i) in the course of Employee’s employment with the Company,
Employee will acquire Confidential Information of the Company; (ii) the Confidential Information is the property of the Company,
and/or the respective member of the Company; (iii) the use or disclosure of the Confidential Information would constitute a breach
of trust and could cause irreparable injury to the Company, Parent and/or the member of the Company; and (iv) it is essential
to the protection of the goodwill of the Company and/or the member of the Company and to the maintenance of their respective competitive
positions that Employee never disclose Confidential Information to others or use Confidential Information to Employee’s own advantage
or to the advantage of others or ever in any way to the disadvantage of the Company, Parent and/or a member of the Company.


 




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4.3
Non-Disclosure of Confidential Information. Employee shall hold all Confidential Information in trust for the Company
and/or the members of the Company. Employee shall not appropriate or disclose or make available any Confidential Information to
anyone or for use outside the Company at any time, either during his employment with the Company or thereafter, except as required
in the performance of his duties hereunder. In addition to the foregoing, Employee shall be bound by California’s Uniform Trade
Secrets Act, as such may be interpreted by state and federal courts. Pursuant to the terms of that Act, Employee shall not, either
during his employment or afterwards, directly or indirectly, use for any purpose, disclose to any person or entity, acquire by
any improper means, or otherwise misappropriate, any of the trade secrets of the Company and/or the trade secrets of any member
of the Company, whether or not the information is acquired, learned or developed by Employee alone or in conjunction with others.
Finally, the obligations of Employee and the rights and remedies of the Company and/or the members of the Company under this Section
5 are cumulative, meaning in addition to and not in lieu of, any obligation, right, or remedy created by applicable law relating
to misappropriation or theft of Confidential Information.


 


4.4
Exceptions. Confidential Information does not include information which (i) becomes generally known to the public
without breach of any obligation of confidentiality owing to the Company or any member of the Company; (ii) becomes available
to Employee on a non- confidential basis from a third party that is not bound by a confidentiality agreement with or subject to
any obligation or duty of confidentiality to the Company or any member of the Company; or (iii) is required by applicable Law,
Rule, Regulation or Order to be disclosed, provided that Employee shall provide the Company with prompt written notice of any
such order prior to disclosure so that appropriate protective orders may be sought and shall reasonably cooperate without charge
with the Company and/or the members of the company should the same wish to act in or contest such matter, and Employee shall in
such regard execute all documents reasonably requested. For purposes of this Agreement, “Law, Rule, Regulation or Order”
means any statute, law, rule, regulation, notice or filing requirement, ordinance, code, guidelines, subpoena, notice, judgment,
decision, consent decree, injunction, ruling or order of any federal, state or local court or governmental agency, department
or authority or any arbitration authority that is binding on or applicable to a party. Employee may share this Agreement with
his spouse and tax and/or legal advisors, provided that each such advisor agrees and shall be bound by the obligation to keep
the existence and terms of this Agreement confidential.


 


4.5
A Public Company. Employee acknowledges that (i) in his relationship with the Company he may have access to material,
non-public inside information about the Company or a member of the Company, and (ii) Company is a public company with securities
listed and quoted. Employee agrees that he is subject to and shall comply with all laws, rules and regulations, applicable to
trading in Company’s stock, including those prohibiting trading on material, non- public inside information.


 


5.
INTELLECTUAL PROPERTY


 


5.1
Definition of Intellectual Property Rights. For purposes of this Agreement, “Intellectual Property Rights”
shall mean all intellectual or proprietary rights, including all (i) trademarks, tradenames, service marks, fictitious business
names, or other similar rights, whether or not registered, and all pending applications for any such registrations, (ii) copyrights,
copyrightable materials or pending applications therefor, (iii) inventions, discoveries, ideas, concepts, designs, improvements
and drawings, (iv) computer software (including all source and object codes and manuals) or hardware and mask works, (v) patents
and patent applications, and (vi) Confidential Information.


 




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5.2
Ownership of Intellectual Property. All Intellectual Property Rights (whether or not patentable or copyrightable)
made, conceived, written, developed, or first reduced to practice by Employee, whether solely or jointly with others and whether
or not during regular hours of work, during the period of Employee’s employment with the Company, including the period prior to
the Effective Date of this Agreement, and which relate in any manner to the actual or anticipated business of the Company or which
result from or are suggested by any task assigned to Employee or by any of the work Employee has performed or may perform for
the Company shall be the sole and exclusive property of the Company. To the extent Employee may retain any interest in any Intellectual
Property Right by operation of law or otherwise, Employee hereby assigns and transfers to the Company all of Employee’s entire
right, title, and interest in and to all such Intellectual Property Rights.


 


5.3
Copyrights. All copyrightable material, including all computer software, codes, documentation, and manuals related
thereto, that Employee develops or prepares for the Company shall constitute works made for hire and the Company shall have all
right, title, and interest in such material and shall be the author thereof for all purposes under applicable copyright laws.


 


5.4
Attorney-in-Fact. Employee hereby appoints the Company, for the period of Employee’s employment, and for three (3)
years thereafter, as Employee’s attorney-in-fact for the purpose of executing, in Employee’s name and on Employee’s behalf, such
instruments or other documents as may be necessary to transfer, confirm and perfect in the Company the rights Employee has granted
to the Company pursuant to this Section 6.


 


5.5
Assistance. During the term of Employee’s employment, and for three (3) years thereafter, Employee shall assist
the Company to obtain for its own benefit trademarks, patents and/or copyrights thereon in any and all jurisdictions as may be
designated by the Company, and Employee shall execute when requested, patent and/or copyright applications and assignments thereof
to the Company or persons designated by the Company, and any other lawful documents deemed necessary by the Company to carry out
the purposes of this Agreement. Employee shall further assist the Company in every way to enforce any patent, copyright, trade
secret, or other Intellectual Property Rights of the Company, including testifying in any suit or proceeding involving any Intellectual
Property Right or executing any document deemed necessary by the Company, all without further consideration, but at the expense
of the Company for out of pocket loss.


 


5.6
Per Diem. The obligations and undertakings stated in this Section 6 shall continue beyond the termination
of Employee’s employment by the Company, but if Employee is called upon to render such assistance after the termination of Employee’s
employment, then Employee shall be entitled to a per diem fee of $300 per day in addition to reimbursement of any out-of- pocket
expenses incurred at the request of the Company.


 







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6.
NON-COMPETITION


 


6.1
Non-Competition. In the view of the foregoing, Employee agrees that, during the Covenant Period (as defined herein),
he will not, directly or indirectly, engage in, own (in whole or in part), manage, control, participate in, work for, permit its
name to be used by, consult with, render services for, do business with or otherwise assist in any manner or maintain any interest
in, or provide or arrange any financing for (whether as director, officer, employee, agent, representative, security holder, equity
owner, partner, member, consultant or otherwise) any person located in the United States or any other country which is material
to the Company’s business as of the date of his termination of employment with the Company and is (i) engaged in the cannabis
industry, or (ii) in competition with the Company’s business activities as they existed at the time of the termination of
Employee’s employment with the Company; provided, however, that Employee shall be permitted to acquire a passive equity
investment in such a business (and in this regard Employee shall not, directly or indirectly, be an officer, manager, employee,
independent contractor, general partner, agent, or independent contractor, or hold any like position, of, for or with any such
business), and provided further that such passive equity investment interest (together with all other interests in such business
beneficially owned by Employee or any affiliate of Employee) does not constitute more than five percent (5%) of the outstanding
securities of any class of equity securities of such business that are listed on a national securities exchange or publicly traded
in an over-the-counter market. As used herein, the “Covenant Period” means the period beginning on the date hereof
and ending on the date one year after the termination of Employee’s employment with the Company for any reason.


 


6.2
Non-Solicitation. Employee agrees that, during the Covenant Period, Employee will not (i) directly or indirectly,
solicit, induce or in any manner encourage any independent contractor, producer, agent or business partner of the Company or a
member of the Company, whose relationship with the Company or such member of the Company is material to the Company or any present
employee of the Company or person who is an employee of the Company during the Covenant Period, to leave the employ or otherwise
terminate or reduce their relationship with the Company or the member of the Company, or (ii) solicit or induce or attempt to
solicit or induce any of the Company’s suppliers or customers who engaged in a business transaction with the Company or its successors
at any time during Employee’s employment or the two-year period prior to the date hereof to terminate such person’s relationship
with the Company or any member of the Company, nor shall Employee interfere with or disrupt (or attempt to interfere with or disrupt)
any such relationship.


 


6.3
Non-Disparagement. Employee agrees that Employee will not, during Employee’s employment with the Company and indefinitely
thereafter, disparage the Company, any member of the Company or any of the past, present or future employees, officers, directors,
owners or products of any of them.


 


6.4
Additional Acknowledgements and Agreements. Employee hereby acknowledges and agrees that the covenants set forth in
this Section 7 are reasonable as to time, scope and area and are not unduly burdensome on Employee. Employee further acknowledges
and agrees that the duration of the Covenant Period shall be extended by and for the term of any period during which Employee
is in material violation of any covenant set forth in Section 7.3, Section 7.4 or Section 7.5, as the case
may be; provided, however, the Covenant Period shall not be extended for a period that exceeds six months (6 months) pursuant
to this Section 7.5. Finally, Employee agrees that if any provision of this Section 7 is so broad, in time, scope,
area, or otherwise as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. If at the
time of enforcement of this Section 7, a court shall hold that the duration, scope or area restrictions stated or implied
herein are unreasonable, the parties agree that the maximum reasonable duration, scope or area shall be substituted for the stated
or implied duration, scope or area.


 




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6.5
Injunctive Relief. Each of the Company and Employee recognizes and affirms that in the event of breach of any of
the provisions of Section 7.3, Section 7.4 or Section 7.5, as the case may be, money damages would be inadequate
and there would be no adequate remedy at law. Accordingly, Employee agrees that, notwithstanding the provisions of Section
10 below, the Company shall have the right, in addition to any other rights and remedies existing in its favor, to enforce
Section 7.3, Section 7.4 or Section 7.5, as the case may be, not only by an action or actions for damages,
but also by an action or actions for specific performance, injunction and/or other equitable relief without posting any bond or
security in order to enforce or prevent any violations (whether anticipatory, continuing or future) of any of the provisions of
Section 7.3, Section 7.4 or Section 7.5, as the case may be.


 


7.
RIGHTS AND OBLIGATIONS UPON TERMINATION


 


All
artwork, records and documents made by Employee or coming into Employee’s possession during employment with the Company and concerning
the business or affairs of the Company or of any member of the Company and all other Confidential Information (all collectively,
the “Company Information”) shall be the sole property of the Company or of the member of the Company, as applicable.
Upon termination of Employee’s employment with the Company for any reason whatsoever, Employee shall promptly return to the Company
all of the Company Information without making, retaining or transferring to any other person any copies thereof.


 


8.
NOTICES


 


Any
notice, demand or request which may be permitted, required or desired to be given in connection with this Agreement shall be given
in writing and directed to the parties as follows:


 


	If
    to the Company:	Pineapple
    Express, Inc.
	 	10351
    Santa Monica Blvd., Suite 420
	 	Los
    Angeles, California 90025
	 	Attention:
    Christopher Plummer
	 	E-mail:
    christopherp@pineappleexpress.com
	 	Facsimile:
    (310) 388-0878
	 	 
	If
    to Employee:	Matthew
    Feinstein
	 	1326
    Londonderry View Dr., #5
	 	Los
    Angeles, CA 90069


 




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A
notice shall be deemed properly delivered (i) upon mechanical confirmation of successful transmission generated by the sending
facsimile machine or e-mail server if such notice is also delivered by hand, or deposited in the United States mail, postage prepaid,
certified mail, on or before two (2) business days after its delivery by facsimile or e-mail delivery, (ii) on the first business
day after deposit with a commercial overnight courier service, or (iii) five (5) days after deposit in the U.S. mail, postage
prepaid. Any party may change its address for delivery of notices by properly notifying the others pursuant to this Section.


 


9.
MISCELLANEOUS


 


9.1
Remedies; Survival. Employee recognizes and affirms that in the event of breach of any of the provisions of Section
5 (Confidential Information), Section 6 (Intellectual Property) or Section 7 (Non-Solicitation), money damages
would be inadequate and there would be no adequate remedy at law. Accordingly, the Company shall have the right, in addition to
any other right or remedy existing in its favor, to enforce such Sections not only by an action or actions for damages, but also
by an action or actions for specific performance, injunction and/or other equitable relief without posting any bond or security
in order to enforce or prevent any violations (whether anticipatory, continuing or future) of any of the provision of such Sections.
Any provision of this Agreement that imposes an obligation or restriction, or confers a right or benefit, the observance, performance,
or exercise of which may or must occur after the termination or expiration of this Agreement, shall survive the termination or
expiration of this Agreement and termination of Employee’s employment hereunder.


 


9.2
Governing Law. This Agreement is made under and shall be governed by and construed in accordance with the substantive
laws, but not the laws of conflicts, of the State of California.


 


9.3
Successors and Assigns; Assignability. This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors. Neither party shall assign this Agreement or delegate an obligation under this Agreement.
Notwithstanding the foregoing provisions of this Section 10.3, the Company may assign or delegate its rights, duties and
obligations hereunder to any entity controlling, controlled by, or under common control with the Company. The Company shall require
any successor to all or substantially all of the assets of the Company to expressly assume and agree to perform this Agreement
in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.


 


9.4
Integration. This Agreement is intended to be the final, complete, and exclusive statement of the terms of Employee’s
employment with the Company. Upon its effective date, this Agreement supersedes all other prior and contemporaneous agreements
and statements, whether written or oral, express or implied, pertaining in any manner to the employment of Employee with the Company,
and may not be contradicted by oral statements or business practice.


 


9.5
Amendments. No amendment to this Agreement may be made except by a writing signed by Employee and approved in writing
by the Manager, specifically referencing this Section.


 




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9.6
No Waiver. No term or condition of this Agreement shall be deemed to have been waived nor shall there be any estoppel
to enforce any provision of this Agreement, except by a clear waiver in writing signed by the party against whom enforcement of
the waiver or estoppel is sought. No written waiver shall be deemed a continuing waiver unless specifically so stated.


 


9.7
Severability. To the extent any provision of this Agreement shall be held invalid or unenforceable, it shall be
considered deleted and the remainder of such provision and of this Agreement shall be unaffected.


 


9.8
Other. No heading used in this Agreement shall be deemed to constitute a part hereof. Time is of the essence of
this Agreement, and all of the obligations of each party. Wherever from the context it appears appropriate, each term stated in
either the singular or plural shall include the singular and the plural and the pronouns stated in either the masculine, feminine
or the neuter gender shall include the masculine, feminine and neuter, and the words “include”, “includes”,
and “including” shall mean “include, without limitation”, “includes, without limitation” and “including,
without limitation”, respectively. This Agreement may be executed in any number of identical counterparts, any of which may
contain the signatures of less than all parties, and all of which together shall constitute a single agreement. The subject matter
and language of this Agreement has been the subject of negotiations between the parties, and this Agreement has been jointly prepared
by the parties. Accordingly, this Agreement shall not be construed against either party on the basis that this Agreement was drafted
by such party or its counsel.


 


9.9
Code Section 409A. Notwithstanding anything contained in this Agreement to the contrary, if Employee is deemed by
the Company at the time of Employee’s “separation from service” with the Company to be a “specified employee,”
each within the meaning of Section 409A of the Code (“409A”), any compensation or benefits to which Employee
becomes entitled under this Agreement (or any agreement or plan referenced in this letter) in connection with such separation
shall not be made or commence until the date which is six (6) months after Employee’s “separation from service” (or,
if earlier, Employee’s death). Such deferral shall only be effected to the extent required to avoid adverse tax treatment to Employee,
including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section
409A(a)(1)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation
or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence
of this Section shall be paid to Employee or Employee’s beneficiary in one lump sum.


 


If
any payment or benefit under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar
state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest
and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled
to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments
pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment
by Employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise
Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes
imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest
marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no later
than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are
owed and (ii) the calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authority.


 




    	 	11	 



     


    

 


In
no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee
fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit
to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under
this Agreement.


 


This
Agreement is intended to comply with Section 409A of the Code and the interpretative guidance thereunder, including the exceptions
for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly.
The Agreement shall be construed and interpreted with such intent. If any provision of this Agreement needs to be revised to satisfy
the requirements of Section 409A of the Code, then such provision shall be modified or restricted to the extent and in the manner
necessary to be in compliance with such requirements of the Code and any such modification will attempt to maintain the same economic
results as were intended under this Agreement. Each payment under this Agreement is intended to be treated as one of a series
of separate payment for purposes of Section 409A of the Code and Treas. Reg. §1.409A-2(b)(2)(iii) (or any similar or successor
provisions).


 


9.10
Indemnification. To the fullest extent permitted by applicable law, the Company shall indemnify and defend Employee
against any and all expenses (including attorney’s fees and related costs), damages, judgments, fines and amounts paid in settlement
and any other amounts that Employee becomes legally obligated to pay because of any claim or claims made against or by him in
connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, arbitrational, administrative
or investigative (including an action by or in the right of the Company) to which Employee is, was or at any time becomes a party,
or is threatened to be made a party, by reason of the fact that Employee is or was an employee, officer, or other service provider
of the Company, other than in the event of bad faith or willful misconduct on the part of Employee. The benefits provided to Employee
in this Section 10.10 shall continue as to Employee after he has ceased to provide services to the Company and shall inure
to the benefit of the heirs, executors, and administrators of Employee. In the event of indemnification under this section, Company
solely shall control the defense of the underlying claim or threatened, pending or completed action, suit or proceeding. The Company’s
obligations under this Section 10.10 shall survive the termination of this Agreement indefinitely.


 


9.11
No Breach. Notwithstanding anything to the contrary in this Agreement (including, without limitation, under Sections
5, 6, and 7), Employee shall not breach this Agreement by reason of the Company’s competing with any member
of the Parent Group or the Company’s doing business with a competitor of any such entity and/or Employee’s participation in such
activities by the Company.


 


9.12
Code Section 280G. If any payment or benefit Employee would receive from the Company, Parent, any member of the
Parent Group, any other affiliate of the Company, any acquirer of the Company, and/or pursuant to this Agreement, but determined
without regard to any additional payment required under this section, (collectively, the “280G Payment”) would
(x) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (y) be subject to the excise
tax imposed by Section 4999 of the Code or any interest or penalties payable with respect to such excise tax (such excise tax,
together with any such interest and penalties, are hereinafter collectively referred to as the “280G Excise Tax”),
then such 280G Payments shall be either (a) the full amount of such 280G Payments or (b) such lesser amount (with cash payments
being reduced first) as would result in no portion of the 280G Payments being subject to the 280G Excise Tax, whichever of the
foregoing amounts, taking into account the applicable federal, state and local employment taxes, income taxes and the 280G Excise
Tax, results in Employee’s receipt, on an after-tax basis, of the greater amount of the 280G Payments notwithstanding that all
or some portion of the 280G Payments may be subject to the 280G Excise Tax.


 




    	 	12	 



     


    

 


The
accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the change of control
shall perform the foregoing calculations. If the accounting firm so engaged by the Company is also serving as accountant or auditor
for the individual, entity or group which will control the Company upon the occurrence of a change of control, the Company shall
appoint a nationally recognized accounting firm other than the accounting firm engaged by the Company for general audit purposes
to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such
accounting firm required to be made hereunder.


 


The
Company shall request that the accounting firm engaged to make the determinations hereunder provide its calculations, together
with detailed supporting documentation, to the Company and Employee within thirty (30) days after the date on which such accounting
firm has been engaged to make such determinations or such other time as requested by the Company or Employee. If the accounting
firm determines that no 280G Excise Tax is payable with respect to a 280G Payment, the Company shall request that it furnish the
Company and Employee with an opinion reasonably acceptable to Employee that no 280G Excise Tax will be imposed with respect to
such 280G Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding, and conclusive
upon the Company and Employee. Notwithstanding the foregoing, if the Internal Revenue Service determines that 280G Excise Taxes
are owed, the Company shall promptly pay the 280G Tax Restoration Payment to Employee.


 


10.
BINDING CONFIDENTIAL ARBITRATION


 


10.1
Submission to Arbitration. The Company and Employee agree to submit any and all claims or controversies relating
to Employee’s employment or the termination of that employment to final and binding arbitration in Los Angeles, California, or
such other locale as the parties may agree upon, under the Streamlined Arbitration Rules, including the rules thereof pertaining
to the production of documents and other information (the “Rules”), of Judicial Arbitration and Mediation Services,
Inc. (“JAMS”) except as they may be modified herein (including in Section 11.4.1 below) or by mutual
agreement of the parties. The exception is that nothing in this Agreement shall be interpreted to prevent or restrict the parties’
rights to seek provisional injunctive relief in an appropriate forum pursuant to Section 11.4.3 below. Employee understands
that by entering into this Agreement, Employee is waiving any right Employee may have to file a lawsuit or other civil action
or proceeding whether or not relating to Employee’s employment with the Company, and that Employee is waiving any right that Employee
may have to resolve disputes through trial by jury.


 




    	 	13	 



     


    

 


10.2
Claims Covered by this Agreement. The Company and Employee mutually consent to the resolution by arbitration
of all claims or causes of action (collectively, “Claims”) that the Company may have against Employee, or that
Employee may have against the Company or any of its officers, directors, Employees or agents in their capacity as such or otherwise,
arising out of Employee’s employment, including the termination of that employment. The Claims covered by this Section 11 include,
but are not limited to, claims for wages or other compensation due; claims for breach of any contract or covenant (express or
implied); tort claims; claims for defamation; claims for discrimination (including, but not limited to, race, sex, sexual harassment
or any type of unlawful harassment, religion, national origin, age, marital status, medical condition, disability, or sexual orientation);
and claims for violation of any federal, state or other law, statute, regulation, or ordinance, including, but not limited to,
all claims arising under Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Family and Medical Leave
Act, the California Fair Employment & Housing Act, the California Family Rights Act, the Consolidated Omnibus Budget Reconciliation
Act, Employee Retirement Income Security Act, the Fair Labors Standards Act, the California Labor Code, the Immigration Reform
and Control Act, the California Business and Professions Code section 17200 et seq., and any other local, state, or federal law
concerning employment or employment discrimination. However, Claims Employee may have for workers’ compensation or unemployment
compensation benefits are not covered by this Section 11.


 


10.3
Required Notice of All Claims and Statute of Limitations. The Company and Employee agree that the aggrieved
party (a “Claimant”) must give to the other party written notice (a “Demand Notice”) of any
Claim within the statute of limitations provided by law for the Claim sued upon. A Demand Notice addressed to the Company or its
officers, employees or agents, shall be sent to the Company at the address set forth in Section 9. A Demand Notice addressed
to Employee shall be sent to the most recent address recorded in Employee’s personnel file. The Demand Notice shall identify and
describe the nature of all Claims asserted and detail the facts upon which such Claims are based. The Demand Notice shall be sent
to the other party by certified or registered mail, return receipt requested.


 


10.4
Arbitration Procedures.


 


10.4.1
A Claimant will appoint an arbitrator in the Demand Notice. Within five (5) days of receipt of the Demand Notice, the party against
whom the Claim is made (the “Respondent”) will notify the Claimant and JAMS of its acceptance or rejection of
the arbitrator appointed in the Demand Notice. If the Respondent rejects the arbitrator appointed in the Demand Notice, then JAMS
will appoint an arbitrator to oversee the proceeding within five (5) days of receipt of the Respondent’s notice of rejection.
By whomever appointed, the arbitrator will act as the sole arbitrator in the arbitral proceeding. The parties specifically agree
that, as to any proceeding initiated pursuant to this Section 11 the arbitrator will be empowered to award and order equitable
or injunctive relief with respect to matters brought before him.


 


10.4.2
There shall be limited discovery prior to the arbitration hearing as follows: (a) exchange of witness lists and copies of non-privileged
materials, including but not limited to, documentary evidence, documents and electronic information, relevant to any parties’
claim or defense, subject to limitations imposed by the arbitrator based on reasonable expense, duplication and undue burden,
(b) depositions of all party witnesses; and (c) such other depositions as may be allowed by the arbitrators upon a showing of
good cause. Depositions shall be conducted in accordance with the State of California’s Code of Civil Procedure. A court
reporter shall record all hearings, with such record constituting the official transcript of such proceedings. Any dispute or
objections regarding discovery or the relevance of evidence shall be determined by the arbitrator. All discovery shall be completed
within 120 calendar days following the appointment of the arbitrator, unless the arbitrator otherwise determines. The arbitrator
shall designate the place and time of the hearing. The hearing shall be scheduled to begin as soon as practicable and no later
than sixty (60) calendar days after the appointment of the arbitrator (unless such period is extended by the arbitrator for good
cause shown) and shall be conducted as expeditiously as possible.


 




    	 	14	 



     


    

 








10.4.3
Arbitration pursuant to this Section 11 shall be the exclusive method available for resolution of claims, disputes and
controversies described in this Section 11, and the parties stipulate that the provisions hereof shall be a complete defense
to any suit, action, or proceeding in any court or before any administrative or arbitration tribunal with respect to any such
claim, controversy or dispute.


 


10.4.4
Notwithstanding the terms of this Section 11, each party acknowledges and agrees that the other parties may be damaged
irreparably if this Agreement is not performed in accordance with its terms or otherwise is breached, and that, at any time before
and after a Demand Notice is presented, the parties shall be free to apply to any court of competent jurisdiction for interim
or conservatory measures (including temporary conservatory injunctions) to prevent breaches of this Agreement and to enforce specifically
this Agreement and its terms. The parties acknowledge and agree that any such action by a party shall not be deemed to be a breach
of such party’s obligation to arbitrate all disputes under this Section 11 or infringe upon the powers of any arbitrator.


 


10.4.5
The Arbitrator shall apply substantive federal or California as appropriate to the claim(s) asserted, and may award any type of
relief that would be available to the Parties in court.


 


10.5
Arbitration Fees and Costs. The Company shall pay all fees of the Arbitrator and any arbitration service
at the time such fees are incurred. Either party, at its expense, may arrange for and pay the cost of a court reporter to provide
a stenographic record of the proceedings.


 


10.6
Employee Rights and Costs. Employee understands and agrees that, at Employee’s expense, Employee has the right to
hire an attorney to represent Employee in the arbitration. Employee also understands that all Parties shall have the right to
present evidence at the arbitration, through testimony and documents, and to cross-examine witnesses called by another party.
Employee understands that Employee is responsible for paying the fees of any witnesses testifying at Employee’s request, just
as Employee would be required to do when litigating a lawsuit in court.


 


10.7
Decision and Award. The Arbitrator’s decision shall be in writing and shall reveal the essential findings
and conclusions on which the award is based, and shall be final and binding upon the parties and not subject to collateral attack.
Judgment based upon the Arbitrator’s decision may be entered in any federal or state court having jurisdiction thereof.
The statement and award, if any, of the Arbitrator shall be based on the terms of this Agreement, the findings of fact, and the
statutory and decisional case law to this dispute. The decision shall also allocate the costs of the arbitration proceeding between
the Parties, to the extent permitted by law (excluding the costs of the Arbitrator, which shall be paid by the Company.) The Arbitrator’s
decision shall be filed with JAMS and mailed to the parties no later than thirty (30) calendar days after the close of the arbitration
hearing.


 




    	 	15	 



     


    

 


10.8
Confidentiality. The Parties shall keep confidential, and not disclose the fact that there is a dispute between
the Parties, the details of the dispute, the fact of the arbitration and all details relating to the proceeding, except as required
by law and consistent with the Parties’ right to limited judicial review of the arbitrator’s award. All statements, documents,
claims, demands, transcripts, evidence, discovery materials or communications, whether oral, written, electronic or in any other
form, that are submitted or prepared by any party in connection with an arbitration proceeding initiated pursuant to this Section
11 shall be Confidential Information for the purposes of Section 5 above.


 


10.9
Enforcement. This Section 11 may be enforced by a court of competent jurisdiction through the filing
of a petition to compel arbitration, or otherwise. The decision and award of the Arbitrator may also be judicially enforced pursuant
to applicable law.


 


[signatures
to follow]


 




    	 	16	 



     


    

 


IN
WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year first written above.


 


	 	THE
    COMPANY:
	 	 	 
	 	PINEAPPLE
    EXPRESS, INC.,
	 	a
    Wyoming corporation



 





	 	By:	/s/
    Matthew Feinstein 
	 	Name:	Matthew
    Feinstein
	 	Title: 	CEO
    and President


  


	 	EMPLOYEE:
	 		 
	 	/s/
    Matthew Feinstein
	 	Matthew
    Feinstein


 




    	 	17	 



     


    

 


EXHIBIT
A


Job
Description and Work Schedule


 


1.1
Job Description


 


Supervise
and control all strategic and business aspects of the company. Responsibly lead the company by providing strategic direction and
by creating a vision for success. Drive the company’s development and guide it towards long-term success.


 


Job
Duties:


 


	 	●	Develop
    high quality business strategies and plans ensuring their alignment with short-term and long-term objectives
	 	 	 
	 	●	Lead
    and motivate subordinates to advance employee engagement develop a high performing managerial team
	 	 	 
	 	●	Oversee
    all operations and business activities to ensure they produce the desired results and are consistent with the overall strategy
    and mission
	 	 	 
	 	●	Make
    high-quality investing decisions to advance the business and increase profits
	 	 	 
	 	●	Enforce
    adherence to legal guidelines and in-house policies to maintain the company’s legality and business ethics
	 	 	 
	 	●	Review
    financial and non-financial reports to devise solutions or improvements
	 	 	 
	 	●	Build
    trust relations with key partners and stakeholders and act as a point of contact for important shareholders
	 	 	 
	 	●	Analyze
    problematic situations and occurrences and provide solutions to ensure company survival and growth
	 	 	 
	 	●	Maintain
    a deep knowledge of the markets and industry of the company


 





1.2
Work Schedule


 


Employee
agrees to devote no less than 100% of a full-time schedule, or 40 hours per week, on those specific activities described above
as directed by the Board of Directors of employee may choose to work one day per week from home.


 




    	 	 B-1