PINEAPPLE
EXPRESS, INC.


INDEPENDENT
DIRECTOR RETENTION AGREEMENT


 


This
Independent Director Retention Agreement (“Agreement”) is entered into by and between Pineapple Express, Inc., a Wyoming
corporation (“Pineapple Express” and or “Company”) and Eric Kennedy (“Director”). The Agreement
is effective as of June 1, 2016 (“Effective Date”). Pineapple Express and Director are sometimes referred to herein
collectively, as the “Parties.”


 


Recitals


 


WHEREAS,
Director has been elected as a member of the board of directors of Pineapple Express for a 12 month term beginning on June 1,
2016;


 


WHEREAS,
Director has agreed to serve as a member of the board of directors of Pineapple Express for the aforementioned term and subject
to its in-force articles and bylaws and governing law;


 


WHEREAS,
Pineapple Express wishes to compensate and arrange for compensation for Director as consideration for his expected service as
a member of the board of directors;


 


Terms
And Conditions


 


NOW
THEREFORE, in consideration of the mutual promises, agreements and or covenants set forth in this Agreement, the Parties agree
as follows:


 


1.
Services Provided By Director. Director agrees, subject to Director’s continued status as a member of the board
of directors of the Company, as determined by the stockholders of the Company, to serve as a member of the board of directors
of the Company (the “Board”) and, subject to his election thereto, any committee of the Board comprised of Company
Board members (“Committee”) as may be formed and as to which he may be elected, and to provide those services (the
“Services”) required of a director and, as may be the case Committee member under the Company’s articles and
bylaws (“Articles and Bylaws”), as both may be amended from time to time, and under the corporate law of the State
of California, the federal securities laws and other state and federal laws and regulations, as may be applicable. Director acknowledges
receipt of all of the applicable policies and procedures. Director agrees to timely and accurately file all reports required to
be filed by a director of the Company, and grant the Secretary of the Company a limited power of attorney until withdrawn to,
as needed, make all filings required under the federal securities laws on behalf of the director as instructed by the undersigned
from time to time.


 


2.
Nature of Relationship. Director is an independent director and an independent contractor of the Company and will not
be deemed an employee of the Company for purposes of employee benefits, income tax withholding, F.I.C.A. taxes, unemployment benefits
or otherwise.


 




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3.
Company Information. The Company will supply to Director, at the Company’s expense: periodic briefings on the
business and operations of the Company; director packages for each Board and Committee meeting, at a reasonable time before each
meeting; copies of minutes of all stockholders’, Board, and Committee meetings; any other materials that are required under
the Articles and Bylaws or the charter of any Committee on which the Director serves; and, any other materials which may, in the
reasonable judgment of Director, be necessary or desirable for performing the Services.


 


4.
Representations, Warranties and Covenants of Director. Director represents and warrants that the performance of the
Services will not violate any agreement to which Director is a party, or compromise any rights or trust between any other party
and Director. Should a conflict of interest come to the attention of Director, Director agrees to disclose same to the Company
in a timely manner. Director further agrees that he will comply with all applicable state and federal laws and regulations.


 


5.
Director Compensation and Reimbursement. So long as the Director is on the Board of the Company, the Company shall
pay Director a nonrefundable cash retainer of $1,500/month during the term of this Agreement, payable monthly on a day of the
month established by the Company so as to be convenient to its affairs, but which shall be consistent each month, from month to
month. Immediately upon the execution of this Agreement, the Company shall grant Director 50,000 shares of the Company’s
common stock. Those shares will be restricted until September 2017 or the termination of this Agreement, whichever comes first.
For each quarter that this Agreement is effective, the Company shall grant to Director 2,500 shares of the Company’s common
stock which shall be issued within 15 days after the end of each calendar quarter. The Company will reimburse Director for reasonable
and customary expenses incurred in the performance of the Services for travel, lodging and meals promptly upon submission of invoices
and receipts for such expenses in a form reasonably acceptable to the Company.


 


6.
Insurance. The Company shall, at its expense and no later than 60 days from execution of this Agreement, cause Director
to be covered as an insured for the entire term of the Agreement under a directors’ and officers’ liability insurance
policy with at least $2 million in aggregate limits.


 


7.
Term and Termination. This Agreement shall be effective beginning June 1, 2016 and continuing until the last day of
Director’s 12 month term as a director of the Company, May 31, 2017, unless earlier terminated as provided herein. This
Agreement shall be automatically renewed on the date of Director’s reelection as a director of the Company for the period
of such new term unless the Board determines, prior to the beginning of such new term, not to renew this Agreement. This Agreement
shall automatically terminate upon the death or disability of Director or upon his resignation or removal from the Board. For
purposes of this section, “disability” shall mean the inability of Director to perform the Services for a period of
at least 30 consecutive days. In the event of any termination of this Agreement, Director agrees to return any materials received
from the Company pursuant to Section 3 (“Company Information”) except as may be necessary to fulfill any outstanding
obligations hereunder, if any, and as to those, those shall be returned promptly upon completion of said obligations. Director
agrees that the Company has the right of injunctive relief to enforce this provision without need to show irreparable harm, immediacy
of harm and without posting any bond. Upon termination of this Agreement, the Company shall promptly pay Director all unpaid,
but due, compensation and expense reimbursements accrued through the date of termination, if any.


 




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8.
Confidentiality and Inventions. Director agrees to keep all Company Information provided to him or learned by him in
connection with his Service on the Board confidential, subject only to applicable mandatory legal disclosure requirements. Further,
any inventions related to the Company’s business regarding which the Director provides advice, input, direction or Services
shall belong exclusively to the Company.


 


9.
Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties
hereto and their respective successors and permitted assigns and, except as otherwise expressly provided herein, neither this
Agreement, nor any of the rights, interests or obligations hereunder shall be assigned by either of the Parties without the prior,
express written consent of the other party.


 


10.
Governing Law. Except as to matters concerning arbitration, and the separable arbitration provision set forth in this
Agreement, which shall be governed by California law, this Agreement shall otherwise be governed by and construed in accordance
with and governed by the laws of the State of California without giving effect to the conflict of law principles of the said state.


 


11.
Notices. In order to be effective, all notices and other communications required or permitted hereunder must be in
writing and must be delivered by hand or by overnight courier, or certified mail, return receipt requested as follows:


 


	If
    to the Company:	 	If
    to Director:
	Pineapple
    Express, Inc.	 	Eric
    Kennedy
	Attention:
    Christopher Plummer	 	30008
    Triunfo Dr.
	1901
    Avenue of the Stars, 2nd Floor	 	Agoura
    Hills, CA 91301
	Los
    Angeles, CA 90067	 	 





 


Each
party may furnish an address substituting for the address given above by giving notice to the other party in the manner prescribed
by this Section. All notices and other communications will be deemed to have been given upon actual receipt by (or tender to and
rejection by) the intended recipient or any other person at the specified address of the intended recipient.


 






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12. Disputes. Except
for the matters specified herein as to which injunctive relief may be pursued, any controversy, claim or dispute arising out
of, relating to, or touching on or concerning this Agreement, shall be settled by binding arbitration in Los Angeles,
California subject to the Revised Uniform Arbitration Act, or its replacement, as may be in effect in the State
of California, with the following exceptions if in conflict: (a) one arbitrator shall be chosen each Party and each
Party-appointed arbitrator shall appoint a third; (b) each party to the arbitration will pay its pro rata share of the
fees and expenses and fees of the arbitrators, together with other expenses of the arbitration incurred or approved by the
arbitrators; and (c) arbitration may proceed in the absence of any party if written notice of the proceeding has been given
to such Party. The Parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards
rendered by the arbitrators shall be final and conclusive and may be confirmed in any Court of competent jurisdiction. The
arbitrators shall not have the right to award punitive damages to either Party.


 


13.
Severability. In the event that any provision of this Agreement is held to be unenforceable under applicable law, this
Agreement will continue in full force and effect without such provision and will be enforceable in accordance with its terms.


 


14.
Construction. The titles of the sections of this Agreement are for convenience of Reference only and are not to be
considered in construing this Agreement. Unless the context of this Agreement clearly requires otherwise: (a) references to the
plural include the singular, the singular the plural, and the part the whole, (b) references to one gender include all genders,
(c) “or” has the inclusive meaning frequently identified with the phrase “and/or,” (d) “including”
has the inclusive meaning frequently identified with the phrase “including but not limited to” or “including
without limitation,” and (e) references to “hereunder,” “herein” or “hereof” relate
to this Agreement as a whole. Any reference in this Agreement to any statute, rule, regulation or agreement, including this Agreement,
shall be deemed to include such statute, rule, regulation or Agreement as it may be modified, varied, amended or supplemented
from time to time.


 


15.
Entire Agreement. This Agreement embodies the entire agreement and understanding between the Parties with respect to
the subject matter of this Agreement and supersedes all prior or contemporaneous agreements and understanding other than this
Agreement relating to the subject matter hereof.


 


16.
Amendment and Waiver. This Agreement may be amended only by a written agreement executed by the parties hereto. No
provision of this Agreement may be waived except by a written document executed by the party entitled to the benefits of the provision.
No waiver of a provision will be deemed to be or will constitute a waiver of any other provision of this Agreement. A waiver will
be effective only in the specific instance and for the purpose for which it was given, and will not constitute a continuing waiver.


 


17.
Counterparts. This Agreement may be in any number of counterparts, each of which will be deemed an original, but all
of which together will constitute one instrument.


 




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IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the Effective Date.


 


	 	PINEAPPLE EXPRESS, INC.
	 	 	 
	 	By:	/s/ Matthew Feinstein
	 	 	Matthew
    Feinstein
	 	 	Chairman
    of the Board
	 	 	 
	 	DIRECTOR
	 	 	 
	 	By:
    	/s/
    Eric Kennedy
	 	 	Eric
    Kennedy





 




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