REAL
PROPERTY PURCHASE AND SALE AGREEMENT AND


JOINT
ESCROW INSTRUCTIONS


 


for


 


VACANT
LAND APN 885-030-043-1


 


Desert
Hot Springs, CA


 


By
and between


 


Randall
Webb


(as Seller)


 


and


 


Pineapple
Express, Inc.,


a Wyoming corporation


(as Buyer)


 




    	 	 	 



    	 



    

 


REAL
PROPERTY PURCHASE AND SALE AGREEMENT


AND
JOINT ESCROW INSTRUCTIONS


 


BASIC
PROVISIONS


 


THIS
REAL PROPERTY PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS
(this “Agreement”) is by and between Pineapple Express, Inc., a Wyoming corporation (“Buyer”),
and Seller (as defined below). Definitions are in these Basic Provisions or in the attached General Provisions.


 


In
consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereby agree that Seller shall sell the Property (as defined below) to Buyer and
Buyer shall purchase the Property from Seller subject to all provisions of this Agreement.


 


	1.	Effective
                                         Date: April 6, 2017
	 	 
	2.	Seller:
                                         Randall Webb
	 	 
	 	The
                                         parties acknowledge that as of the Date of this Agreement, Seller is not the fee holder
                                         of the Property and is in the process of acquiring title to the Property.



 


	3.	Seller’s
                                         address for notices:	With a copy to:
	 	 	 
	4.	Buyer’s
                                         address for notices:	With a copy to:



 


	5.	Property
                                         location:



 


	 	5.1.	Street
                                         address:	665-030-043-1
	 	 	 	 



 


	6.	Tax
                                         Parcel Identification Number of the Property: 	_______________________



 


	7.	Dimensions
                                         of the Property: approximately ___	feet, by ___	feet, area:
	 	____________
                                         square feet.	 	 






 


	8.	Purchase
                                         Price for the Property: $700,000.



 


	9.	Deposit:
                                         $0 (the Deposit shall include any interest accrued thereon while in Escrow).



 


	10.	Important
                                         Dates:



 


		10.1.	Opening
                                         of Escrow: The date on which Escrow Officer (as defined below) receives a fully executed
                                         copy of this Agreement along- with the Deposit, as acknowledged by Escrow Officer in
                                         a written notice to both Buyer and Seller, and opens an escrow (the “Escrow”)
                                         with the Escrow Company {as defined below).



 




    	2017 Purchase and Sale Agreement Form	Page 2 of 9



    	 



    

 


		10.2.	Closing
                                         or Closing. Data. The date on which Escrow closes and title to the Property is
                                         transferred to Buyer by recordation. of the Deed which shall occur no later than one
                                         hundred twenty (120) days after execution of this. document.



 


	11.	Title
                                         insurance costs are allocated as follows: (a) Seller shall pay for the cost of a basic
                                         coverage owner’s title insurance policy; (b) Buyer shall pay for the difference
                                         between the basic coverage and extended coverage (ALTA) owner’s title insurance
                                         policy; and (c) Buyer shall pay for the cost of all endorsements requested by Buyer.
	 	 
	12.	Survey,
                                                                                                                                                            costs are allocated as follows: Seller shall pay up to Five Thousand Dollars ($5,000.00)
                                                                                                                                                            for the cost of the Survey (as defined below), or the update of an existing survey owned
                                                                                                                                                            by Seller. Buyer-shall pay all additional costs of the Survey.
	 	 
	13.	Title
                                         Company: [SHOULD BE BUYER’S CHOICE] ___________________
	 	 
	14.	Escrow
                                                                                                                                                            Company: _________________                                         
	 	 
	15.	Escrow
                                         Officer: __________________
	 	 
	16.	Restrictive
                                         Covenants: Seller shall not allow any real property leased or owned by Seller (including
                                         any parent, subsidiary or affiliated entity or agent) within the Restricted Area on or
                                         after the Closing to be used (i) for the sale of Asian Food, (ii) for the sale of food
                                         served in a buffet format. or (iii) in a way which interferes with access to the Property
                                         or visibility of the Property (including Buyer’s building and signs) from streets
                                         adjacent to the Property (collectively, the “Restrictive Covenants”).
                                         The term “Asian Food includes, without limitation, Chinese, Japanese
                                         (including sushi), Vietnamese, Thai, Hawaiian, Mongolian, Cajun, Indian and Korean foods,
                                         food cooked in a wok, food generally recognized as Chinese food, soy sauce-based food,
                                         and food in a buffet format. The term “Restricted Area” is defined
                                         as real property Seller (including any parent, subsidiary or affiliated entity or agent)
                                         leases, owns or owned on or after the Closing within the Shopping Center, including,
                                         without limitation, any shopping centers adjacent to the Shopping Center. Seller shall
                                         execute and deliver to Buyer at the Closing a Declaration of Restrictive Covenant or other
                                         evidence of the Restrictive Covenants suitable for recording in the form attached as
                                         Exhibit C. (the “Declaration of Restrictive Covenants”).






 


(Signature
Page Follows)


 


Signatures
for Real Property Purchase & Agreement


 


This
Real Property Purchase Agreement consists of the foregoing Basic Provisions, the following General Provisions, and the Exhibits
listed below, all of which are incorporated herein by this reference. If there are any inconsistencies between the Basic Provisions
and the General Provisions, the Basic Provisions shalt prevail. If there are any inconsistencies between the Exhibits and the
Basic Provisions or General Provisions, then the Basic Provisions and General Provisions shall prevail.


 


Exhibit List


 


	1.	Exhibit
                                         A 	Legal
                                         Description of the Property (See Section 2, General Provisions)
	 	 	 
	2.	Exhibit
    B	Deed
    (See Section 8, General Provisions)
	 	 	 
	3.	Exhibit
    C	Declaration
    of Restrictive Covenant (See Section 22, Basic Provisions)
	 	 	 
	4.	Exhibit
    D	Seller’s.
    Work (See Section 10, General Provisions)
	 	 	 
	5.	Exhibit
    E	Option
to Purchase (See Section , Basic Provisions)


 





	Signature of Seller:	 
	 	 
	 Randall Webb	 
	 	 
	 /s/
    Randall Webb	 


 





	Signature of Buyer:	 
	 	 
	Pineapple Express, Inc.	 
	 	 	 
	By:	/s/
    Matthew Feinstein 	 
	Name:	Matthew
    Feinstein	 
	Title: 	CEO
    and President	 


 





 




    	2017 Purchase and Sale Agreement Form	Page 3 of 9



    	 



    

 


1. Escrow and Closing Instructions.
This Section constitutes joint escrow instructions to Escrow Officer for the purpose of completing the sale contemplated by
this Agreement. The parties agree to execute any additional escrow instructions as may be required by Escrow Officer,
provided such additional instructions are reasonable and do not conflict with or alter the terms and conditions of this
Agreement.


 


1.1.
OpnJng Qf l;scrow an_d. 0 p_QJj!. Upon execution of this Agreement, Buyer shall deliver a fully executed copy of this Agreement
to Escrow Officer. The Deposit, as an earnest money deposit, shall be deposited in Escrow by Buyer by check, cashier’s check
or wire transfer of -cash on or within five (5) business days .of the delivery of the fully executed .agreement
to Escrow Officer. Escrow Officer shall confirm the date of Opening of EscFow and receipt of the Deposit .allocation by notice
to Buyer and Seller. Prior to expiration of the Inspection Period, the Deposit -shall be fully refundable to Buyer, but applicable
to the Purchase Price if Escrow closes. After -expiration of the Inspection Period, the Deposit shall be nonrefundable to Buyer
(except in the event .of a breach by Seller) but applicable to the Purchase Price if Escrow closes.


 


1.2.
ln e.stni.enLoLD PQ. _itedJ:und_s. At Buyer’s request, the Deposit shall be invested by Escrow Officer in a federally insured
market competitive interest-bearing money market account, or as otherwise approved by Buyer. The Deposit (including all interest
accrued on such Deposit while in Escrow}, shall be for the benefit of Buyer, and shall be credited towards the Purchase Price
at the Closing.


 


1.3.
Closing Costs. All taxes, assessments, utility charges and rents shall be prorated by Escrow Officer as of the Closing
Date using a three hundred sixty five (365) day year and a thirty (30) day month. Seller shall pay and discharge all other monetary
encumbrances against the Property. Casualty insurance shall not be prorated. but shall be cancelled as of the Closing Date. All
transfer taxes, documentary taxes, delinquent property taxes and assessments (if any), and recording charges shall be paid by
Seller at Closing. The cost of Title Insurance shall be paid as provided in the Basic Provisions. Ali escrow fees of the Escrow
Company shall be paid equally by Buyer and Seller.


 


1.4.
Buy_ ( _C1.9. 11Q._Qblig1;1tjo_r.,!>. On or before the Closing, Buyer shall deposit with Escrow Officer in immediately available
wire transfer funds the balance· of the Purchase Price and any escrow and title charges set forth in Section 12,
and listed on the Buyer approved settlement statement as required for Closing.


 


1.5.
Seller’s Closing_ QJ>li9.atiq_11s. At the Closing, Seller shall deliver to Escrow Officer: (a) a duly executed
and acknowledged Deed, (b) an appropriate affidavit of non-foreign seller status, (c) a duly executed copy of the Declaration
of Restrictive Covenant, and (d) all other documents required by Buyer or Escrow Officer for the Closing.


 


1.6.
Brokers’ Fees. Upon Closing, Escrow Officer shall, on behalf of Seller and out of the sale proceeds due to
Seller. disburse the fees based on the allocation set forth in the Basic Provisions.


 


1.7.
Escrow Officer’s Closing Obligations. Buyer shall provide Escrow Officer with additional closing instructions by
written letter prior to the date of the Closing.


 




    	2017 Purchase and Sale Agreement Form	Page 4 of 9



    	 



    

 


2.
Attorneys’ Fees. If any action is commenced to enforce any provision of this Agreement, the prevailing party
as determined by a final court judgment shall be entitled to recover from the other party such reasonable attorneys’ fees
and costs incurred in the action as the court may award.


 


		3.	Risk
                                         of Loss; Condemnation.



 


3.1.
Risk of Loss. Except as otherwise provided to the contrary else where in this Agreement the risk of loss ta the
Property shall be borne by Seller until the Closing. From and after the Closing, all risk-of loss with respect to the
Property shall be borne by Buyer.


 


3.2.
Risk of Loss; Condemnation. In the event of condemnation or notice of condemnation of all or a substantial portion of the
Property (in Buyer’s reasonable determination) prior to the Closing, Buyer shall have the right to terminate this Agreement
by written notice delivered to the other party within ten (10) business days after the later .of: (i) the date of such condemnation;
or


 


(ii)  the
date Seller’s notice regarding the condemnation is delivered to Buyer. If Buyer elects to terminate this Agreement, the
Deposit and interest remaining in Escrow shall be refunded to Buyer and the parties shall have no further obligations to each
other under this Agreement, except as specifically set forth in this Agreement. If Buyer elects to continue with this Agreement.
the parties shall proceed to the Closing with no reduction in the Purchase Price and, at the Closing, Seller shall (i) pay to
Buyer through Escrow any condemnation proceeds received by Seller with respect to the Property, and (ii) assign to Buyer all of
Seller’s right, title and interest in and to any condemnation proceeds with respect to th& Property, less fees, costs
and expenses incurred by Seller in connection therewith.


 


		4.	Remedies
                                         Upon Breach.



 


4.1.
Seller’s Remedies. IF ESCROW FAILS TO CLOSE DUE TO A BREACH BY BUYER, BUYER AND. SELLER AGREE THAT SELLER SHALL BE ENTITLED
TO AN ADDITIONAL $50,000.


 


BUYER
AND SELLER EACH CONFIRMS THAT IT HAS READ AND UNDERSTANDS AND ACCEPTS THIS LIQUIDATED DAMAGES PROVISION.


 





	 	 	 
	Seller’s
    initials	 	Buyer’s initial







 


6.
Miscellaneous Provisions.


 


5.1.
Agreement. This Agreement may be changed only by a written amendment executed by Seller and Buyer.


 


5.2.
Consents. Unless otherwise specified in this Agreement, whenever a party is asked to provide consent under this Agreement, such
party shall not unreasonably withhold, condition or delay giving the consent requested.


 


5.3.
Interpretation of Agreement. This Agreement shall be interpreted to give effect to its fair meaning and shall be construed as
though it was prepared by both parties. The invalidity of any provision of this Agreement shall not affect the validity- of any
other provision of this Agreement. Section headings in this Agreement are for convenience only and shall not be used in interpreting
its provisions.


 




    	2017 Purchase and Sale Agreement Form	Page 5 of 9



    	 



    

 


5.4. Notices.
All notices required or allowed in this Agreement shall be in writing and shall be sent to the addresses (including any
department or individual noted therein) shown in the Basic Provisions. A party may change its address for notice by
giving notice to the other party. Notice may be delivered by either: (i) personal delivery, (ii) an express- delivery
service, (iii) facsimile transmission with a hard copy by
express delivery service, or (iv) U.S. Mail certified with return receipt requested. Notices are effective on the earliest of
the date received, the date of the delivery receipt or facsimile transmission confirmation, or the third day
after


postmark,
as applicable.


 


5.5.
References. All references to this Agreement include references to all amendments to this Agreement All references to the
Closing Date in this Agreement include references to all automatic extensions of the Closing Date, and any extensions by agreement
between Seller and Buyer. References to the Property include references to all or any portion of the Property.


 


5.6.
Successors_ and Assigns. All of the provisions hereof shall inure to the benefit of and be binding upon the personal representatives,
heirs, successors and assigns of Seller and Buyer. Except as otherwise provided, Buyer shall have no right to assign its interest
hereunder without the prior written consent of Seller, which consent may not be unreasonably withheld, conditioned or delayed
by Seller. Notwithstanding the foregoing, Buyer shall have the right to assign its. interest in this Agreement to Panda Express,
Inc., Panda Restaurant Group, Inc. or to an entity·, including a limited liability company, owned or controlled by Buyer,
to a parent, wholly owned subsidiary or affiliated entity of Buyer, to successor by merger or consolidation, or to an entity that
acquires substantially all the assets of Buyer without first obtaining Seller’s consent thereto.


 


5.7.
Excusable Delays. Unless otherwise set forth herein, reference to days in this Agreement means consecutive calendar days
including weekends and holidays. In the event any time period provided for in this Agreement-expires on a weekend or legal holiday
(being defined as any holiday recognized Y the United States Postal Service), the time period shall be automatically extended
to the next business day. Except as may otherwise be set forth herein, any performance provided for herein shalt be timely made
if completed no later than 5:00 p.m. California time, on the day of performance. TIME IS OF THE ESSENCE OF THIS AGREEMENT AND
EACH AND EVERY PROVISION HEREOF.


 


5.8.
Waiver. No right or remedy under this Agreement shall be waived unless the waiver is in writing and signed by the party claimed
to have made the waiver. One waiver shall not be interpreted as a continuing waiver.


 


5.9.
No Partnership; Third Persons. It is not the intent of this Agreement to, and nothing contained in this Agreement
shall, create any partnership, joint venture or other similar business arrangement between Seller and Buyer. No term or provision
of this Agreement is intended to, or shall, be for the benefit of any person, firm, corporation or other ·entity not a
party hereto (including, without limitation, any broker), and no such party shall have .any right or cause of action hereunder.


 


5.10.
Entire Agreement. This Agreement, together with any exhibits attached hereto, constitutes the entire agreement between,
and the reasonable expectations of, the parties pertaining to the subject matter hereof. All prior and contemporaneous agreements,
representations and understandings of the parties, oral or written, are hereby superseded and merged herein. No change or addition
shall be made to this Agreement except by a written agreement executed by Buyer and Seller. Buyer shall not record this Agreement
nor any memorandum thereof in the public records: without’ Seller’s prior written approval, which may be withheld
in Seller’s sole and absolute. discretion.


 




    	2017 Purchase and Sale Agreement Form	Page 6 of 9



    	 



    

 


5.11.
Indemnification. A party entitled to indemnification under this Agreement shall promptly notify the indemnifying party of Its.
claim for indemnification. The party entitled to indemnification shall have- the right to defend, prosecute and settle the
matter for which indemnification is sought, using legal counsel selected by the indemnified party or its insurer, with reasonable
approval by the indemnifying party.


 


5.12.
Further Documents. Buyer and Seller shall execute and deliver all such documents and perform all such acts as reasonably requested
by the other party from time to time, prior to and following the Closing, to carry out the transactions contemplated by this Agreement.


 


5.13. Counterparts.
This Agreement may be executed in any number of counterparts. Each such counterpart hereof shalt be deemed an original, but
all counterparts shall constitute one agreement.


 


5.14.
Non-Foreign Person. Seller acknowledges that it is not a “foreign person,” as that term is defined in Section 1445(f)(3)
of the Code and, on or before the Closing, Seller shall provide Escrow Agent with Seller’s-affidavit stating such.


 


5.15.
Tax Reporting. Escrow Agent, as the party responsible for closing the transaction contemplated hereby within the meaning
of Section 6045(e) of the Code. shall file all necessary information, reports, returns and statements (collectively, the “Tax
Reports”) regarding this transaction as required by the Code, including, without limitation, the Tax Reports required
pursuant to Section 6045 of the Code. Escrow Agent further agrees to indemnify and hold Buyer and Seller, and their respective
attorneys and brokers. harmless from and against all losses, claims, costs, liabilities, penalties, or expenses resulting from
Escrow Agent’s failure to file the Tax Reports which Escrow Agent is required to file pursuant to this Section.


 


5.16.
Confidentiality. The parties will maintain all Confidential Information in confidence and will not disclose such information
to any other party without written consent. “Confidential Information· includes the terms of this Agreement
and any and all other information, whether oral or written, communicated by Buyer to Seller relating to Buyer’s proposed
development of the Property, including without limitation, Buyer’s financial information, plans, specifications, site plans
or drawings (regardless of whether such information is labeled confidential). Confidential Information may be released only to
such employees, partners, consultants, attorneys, brokers and lenders who have a reasonable need for such Confidential Information,
provided that such need and use is related solely to the transactions contemplated herein, and that such persons agree to maintain
the confidential nature of such information, or in connection with the enforcement of this Agreement. This provision is binding
upon submission of this Agreement and remains binding on the parties even if the parties do not enter into this Agreement, or
this Agreement is terminated.


 


5.17. Applicable
Law. The laws of the state in which the Property is located shall govern the validity, performance and enforcement of
this Agreement. f either party institutes legal suit or action for enforcement of any obligation contained herein. it is
agreed that the venue of such suit or action shall be the county in which the Property is located or the United States
District Court having jurisdiction over such county.




 




    	2017 Purchase and Sale Agreement Form	Page 7 of 9



    	 



    

 


5.18.
Force Majeure. Any prevention, delay· or stoppage due to strike, lockouts, labor disputes, acts of God, inabmty
to obtain tabor or materials or reasonable substitutes therefor. failure of power, governmental restrictions, governmental approvals,
judicial orders, riots. insurrection, enemy or hostile government action, terrorism, civil commotion, firm or other casualty,
and other reason of a similar or dissimilar nature beyond the reasonable control of the party
obligated to perform (Force Majeure shall excuse the performance by such party for a period equal to any such prevention,
delay or stoppage and the period for the performance of any act, including, without limitation, the contingency periods. Set forth
herein, shall be extended for the period of the delay. Force majeure shall excuse the performance by that party for a period equal
to the prevention, delay or stoppage, provided that the party prevented, delayed or stopped shall have given the other party written
notice thereof within ten (10) days of such event causing the prevention, delay or Stoppage, together -with a reasonable estimate
of the time period of such delay. Delays or failure to perform resulting from lack of funds or financial inability shall not be
deemed delays beyond the reasonable control of a party. No extension of time will be granted for rain, snow, wind,. cold temperatures,
flood or other natural phenomena of normal intensity for the locality where the Property is located. Otherwise, TIME IS OF THE
ESSENCE OF THIS AGREEMENT AND EACH AND EVERY PROVISION HEREOF.


 


The-
remainder of this page is intentionally left blank.


 


Signatures
are on the last page of the Basic Provisions of this Agreement, but before the General Provisions-of this Agreement.


 




    	2017 Purchase and Sale Agreement Form	Page 8 of 9



    	 



    

 


EXHIBIT
A


TO
REAL PROPERTY PURCHASE AGREEMENT


Legal
Description of the Property


 


The
Property includes all easements and other rights appurtenant thereto.


 




    	2011 Purchase and Sale Agreement Form	Page 9 of 9



    	 



    

 


EXHIBIT
B


TO
REAL PROPERTY PURCHASE AGREEMENT


 




    	2017 Purchase and Sale Agreement Form	Page II of II