Exhibit
10.5


 


EMPLOYMENT
AGREEMENT


 


This
Employment Agreement (“Agreement”) is effective as of the 5th day of December, 2022 (“Effective Date”),
by and between Pineapple Energy Inc., a Minnesota corporation (the “Company”) and Eric Ingvaldson (the “Employee”).


 


A.
       Employee has been employed by the Company.


 


B.       The
Company desires to continue to employ Employee as detailed below. Employee has thoroughly reviewed and considered the terms of
this Employment Agreement, and accepts all terms set forth below.


 


C.       During
his employment, Employee has had access to, and will continue to have access to, extremely sensitive confidential, proprietary
and trade secret information relating to the Company, its employees, and its customers. As a result, Employee’s continued
employment with the Company and the Company’s commitments in this Agreement are strictly conditioned on Employee agreeing
to the confidentiality provisions and post-employment restrictions in this Agreement.


 


In
consideration of the foregoing, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged
by the Company and Employee, the parties agree as follows:


 


		1.	Employment
Duties; No Conflict; Contingency. The Company hereby agrees to continue to employ Employee pursuant to the terms and conditions
of this Agreement and Employee accepts such employment. Employee agrees to perform the duties consistent with his position and
other duties as may be requested by the Company from time to time. Employee will perform his duties with a high level of professionalism
and integrity. Employment pursuant to this Agreement is subject to all Company policies in effect throughout Employee’s
employment. During the term of Employee’s employment with the Company, Employee will not render or perform services for
any other corporation, firm, entity or person that are inconsistent with the provisions of this Agreement except as expressly
permitted by the Company in writing.



 


		2.	Employment
at Will. Employee’s employment with the Company is at-will and continues until terminated by the Company or Employee
for any reason. The “Termination Date” shall mean the date of cessation of the Employee’s employment with the
Company (whether voluntarily or involuntarily) without regard to any notice of termination or pay in lieu of notice of termination.
For purposes of Section 4(e), with respect to any severance payments payable to Employee thereunder, the “Termination Date”
means the date on which a “separation from service” occurs under Section 409A.



 





10900
Red Circle Drive • Minnetonka, MN • 1-800-268-5130 • 952-996-1674 • www.pineappleenergy.com 







 






    


     


    

 


		3.	Compensation.



 


		(a)	Base
                                         Salary. The Company shall pay Employee base salary in the annualized amount of $250,000
                                         (“Base Salary”), less applicable taxes and withholding, payable in accordance
                                         with the Company’s standard payroll practices.



 


		(b)	Employee
                                         Bonus Program. Employee shall be eligible for the Company’s Employee Bonus
                                         Program. Employee’s potential bonus shall be up to fifty percent (40%) of Employee’s
                                         Base Salary. Any bonus payable under this Section 3(b) shall be paid as a lump sum by
                                         March 15 of the calendar year following the year for which the bonus was calculated.
                                         Employee must be employed by the Company on the date of the payment of any bonus to earn
                                         any bonus under the Company’s Employee Bonus Program. The Company’s Employee
                                         Bonus Program is discretionary based on goals established by the Company’s Board
                                         of Directors (the “Board”) and may be changed from time to time.



 


		(c)	Benefits.
                                         Employee shall be entitled to participate in all employee benefit plans or programs offered
                                         by the Company to all its employees, subject to the eligibility requirements and terms
                                         of such plans or programs, including, as of the Effective Date, cellphone reimbursement,
                                         medical, dental, vision, life, and critical illness/accident insurance; the Company 401(k)
                                         plan, Employee Stock Purchase Plan, and Health Savings Account.



 


		4.	Termination.
                                         Employee’s employment with the Company may be terminated at any time upon sixty
                                         (60) days’ written notice by (a) the Company to Employee in person or by certified
                                         mail to Employee’s address on record at the Company, or (b) Employee to the then-current
                                         Chair of the Board in person or by certified mail to the Company.



 


		(a)	Upon
                                         termination of Employee’s employment with the Company, Employee shall be entitled
                                         to receive (i) Base Salary owed through the Termination Date, (ii) reimbursement of reasonable
                                         expenses incurred as of the Termination Date. Such amounts shall be paid within fourteen
                                         (14) days of the Termination Date. Employee acknowledges and agrees that said payments,
                                         as applicable, shall be in full satisfaction of any amount due to Employee by the Company,
                                         and Employee shall not be entitled to any further payment, severance, benefits continuation,
                                         damages, or any additional compensation whatsoever except as set forth in this Agreement
                                         or in the Change in Control Agreement (as defined below).



 


		(b)	For
                                         purposes of this Agreement, “Cause” means: (i) gross negligence or gross
                                         neglect of duties; (ii)  commission of any felony, or a gross misdemeanor involving
                                         moral turpitude that in the reasonable determination of the Board is materially and demonstrably
                                         injurious to the Company or that impairs Employee’s ability to substantially perform
                                         Employee’s duties with the Company or any of its affiliates; (iii) fraud, disloyalty,
                                         dishonesty or willful violation of any law or a willful violation of a Company policy
                                         that, after warning, remains a continuing violation, committed in connection with the
                                         Employee’s employment; (iv) conduct that, in the judgment of the Board, results
                                         in damage to the Company’s business, property, reputation, or goodwill, including
                                         allegations of sexual harassment or discrimination; (v) breach of or inability to perform
                                         Employee’s obligations under this Agreement other than by reason of disability
                                         or death; or (vi)



 






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failure
to follow a directive of the Board.


 


		(c)	For
                                         purposes of this Agreement, “Good Reason” means: an initial occurrence of
                                         any of the following without the Employee’s consent: (i) a substantial adverse
                                         change in the nature or scope of the Employee’s responsibilities, authorities,
                                         powers, functions or duties such that the Employee would no longer be considered to be
                                         a member of senior management of the Company; (ii) a reduction in the Employee’s
                                         annual Base Salary except for across the board salary reductions similarly affecting
                                         all or substantially all management employees; or (iii) the relocation of offices at
                                         which the Employee is principally employed to a location more than fifty (50) miles from
                                         such offices; provided, however, that “Good Reason” shall not exist unless
                                         the Employee has first provided written notice to the Company of the initial occurrence
                                         of one or more of the conditions under clauses (i) through (iii) above within thirty
                                         (30) days of the condition’s occurrence, such condition is not fully remedied by
                                         the Company within thirty (30) days after the Company’s receipt of written notice
                                         from the Employee, and the Termination Date as a result of such event occurs within ninety
                                         (90) days after the initial occurrence of such event.



 


		(d)	Termination
                                         by the Company for Cause prior to a Change In Control, or Termination by the Employee
                                         for any reason other than Good Reason prior to a Change In Control: If the Employee’s
                                         employment is terminated (i) by the Company for Cause or (ii) by the Employee for any
                                         reason other than Good Reason, in either case with the Termination Date is prior to a
                                         Change in Control (as defined in the Change in Control Agreement entered into by and
                                         between the Company and Employee effective as of the same date as the Effective Date
                                         (the “Change in Control Agreement”), then the Company shall pay or provide
                                         the Employee only with the benefits itemized in Section 4(a).



 


		(e)	Termination
                                         by the Company other than for Cause or Disability prior to a Change In Control; or resignation
                                         by the Employee for Good Reason prior to a Change In Control: If the Employee’s
                                         employment is terminated by the Company for any reason other than Cause or Disability,
                                         or the Employee’s employment is terminated by the Employee for Good Reason, in
                                         either case with the Termination Date occurring prior to a Change in Control, then the
                                         Company shall: (i) pay or provide the Employee the benefits itemized in Section 4(a)
                                         and (ii) subject to the Employee signing and not rescinding a release of claims in a
                                         form acceptable to Employee and the Company and the Employee strictly complying with
                                         the terms of this Agreement and any other written agreement between the Employee and
                                         the Company or any of its affiliates as of the date each of the installments described
                                         below is to be paid, the Company shall pay to the Employee as severance pay a total amount
                                         equal to fifty percent (50%) of the annual Base Salary as of the Termination Date, subject
                                         to applicable tax withholdings, payable in substantially equal installments in accordance
                                         with the Company’s regular payroll during the period from the Termination Date
                                         through and the six (6) month anniversary of the Termination Date; provided, however,
                                         that any installments that otherwise would be payable on the Company’s regular
                                         payroll dates between the Termination Date and the sixtieth (60th) calendar day after
                                         the Termination Date will be delayed until the Company’s first regular



 






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	 	 	payroll
                                         date that is more than sixty (60) days after the Termination Date and included with the
                                         installment payable on such payroll date.



 


		(f)	Termination
                                         due to Disability or death: If the Employee’s employment is terminated due to Disability
                                         or the Employee’s death, then the Company shall pay or provide the Employee (or
                                         the Employee’s estate, if applicable) only with the benefits itemized in Section
                                         4(a). For purposes of this Agreement, “Disability” means: the inability of
                                         the Employee to perform the Employee’s material duties hereunder after reasonable
                                         accommodation due to a physical or mental injury, infirmity or incapacity which has lasted
                                         or can reasonably be expected to last for one hundred eighty (180) days (including weekends
                                         and holidays) in any three hundred sixty-five (365) day period as determined by the Board
                                         in its reasonable discretion.



 


		5.	Proprietary
                                         Information. During the course of employment with the Company Employee has had, and
                                         will continue to have, access to the Company’s proprietary and trade secret information.
                                         Maintaining the confidentiality of such information is important to the Company’s
                                         competitive position in the industry and ultimately to the Company’s ability to
                                         achieve financial success and provide employment opportunities. Employee will not discuss
                                         the business affairs and operations of the Company with anyone outside of the Company
                                         except when required in the normal course of business. To the extent Employee has access
                                         to proprietary and/or trade secret information, he is responsible for the security of
                                         that information. Extreme care must be exercised to insure that such information is safeguarded
                                         to protect the Company, its suppliers, clients, and employees.



 


		6.	Confidential
                                         Information. Employee recognizes and acknowledges that Employee has had, and will
                                         continue to have, access to certain information of the Company and that such information
                                         is confidential and constitutes valuable, special and unique property of the Company.
                                         Employee shall not at any time, either during or after termination of employment, directly
                                         or indirectly disclose to others, use, copy or permit to be copied, except as directed
                                         by law or in accordance with Employee’s duties for or on behalf of the Company,
                                         its successors, assigns or nominees, any Confidential Information of the Company (regardless
                                         of whether developed by the Employee), without the prior written consent of the Company.
                                         The term “Confidential Information” means any secret or non-public information
                                         or know-how relating to the Company and its business, and shall include but not be limited
                                         to information relating to the Company’s plans, customers, costs, prices, personnel,
                                         business relationships, uses and applications of products and services, results of investigations,
                                         studies owned or used by the Company, and all products, processes, compositions, computer
                                         programs, and servicing, marketing or operational methods and techniques at any time
                                         used, developed, investigated, made or sold by the Company, before or during the term
                                         of Employee’s employment with the Company, that are not readily available to the
                                         public or that are maintained as confidential by the Company. Employee shall maintain
                                         in confidence any Confidential Information of third parties, received as a result of
                                         the Employee’s employment, in accordance with the Company’s obligations to
                                         such third parties and the policies established by the Company. 



 


Consistent
with state and federal law, nothing in this Agreement (a) is intended to limit Employee’s right to discuss the terms, wages,
and working conditions of his employment; or (b)


 



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prohibits
Employee from reporting possible violations of law to a government agency or attorney, including information about trade secrets
in a document filed in a lawsuit if the disclosure is made in confidence, good faith, solely for the purpose of reporting or investigating
a suspected violation of law and is done only as permitted by law.


 


		7.	Non-Solicitation,
                                         Non-Interference and Non-Competition. As a result of employment with the Company,
                                         Employee has acquired, and will continue to acquire, considerable knowledge about, and
                                         expertise in, certain areas of the Company’s business. Employee also has gained,
                                         and will continue to gain, knowledge of, and have contact with, customers and suppliers
                                         of the Company. Employee acknowledges that he may be able to utilize such knowledge and
                                         expertise following termination of service with the Company, to the serious detriment
                                         of the Company if he solicits business from customers of the Company or interferes with
                                         the Company’s relationships with its customers, business partners or employees.
                                         Accordingly, Employee agrees that:



 


		(a)	Non-Solicitation,
                                         Non-Interference with Customers. During employment with the Company and for one (1)
                                         year after termination of employment, Employee will not directly or indirectly (i) solicit
                                         any customer or business partner of the Company, (ii) take any action intended to, or
                                         that has the effect of, interfering with the Company’s relationship with any customer
                                         or business partner or otherwise resulting in a customer or business partner reducing
                                         or ceasing their business relationship with the Company; or (iii) provide, to any customer
                                         with whom Employee had contact during employment or about whom Employee had access to
                                         Confidential Information, any products or services that are competitive with those that
                                         were offered by the Company during Employee’s employment with the Company.



 


		(b)	Non-Solicitation
                                         of Employees. During employment with the Company and for one (1) year after termination
                                         of employment, Employee will not directly or indirectly approach, solicit, entice, hire
                                         or attempt to approach, solicit entice or hire any employee of the Company to leave the
                                         employment of the Company.



 


		(c)	Non-
                                         Competition. During employment with the Company and for six (6) months after termination
                                         of employment, Employee will not directly or indirectly engage in any business that is
                                         the same as or substantially similar to the business in which the Company engages during
                                         the term of Employee’s employment; provided, however, that this restriction shall
                                         apply only to the geographic market of the Company. Employee shall be deemed to engage
                                         in a business if he directly or indirectly engages or invests in, owns, manages, operates,
                                         controls or participates in the ownership, management, operation or control of, is employed
                                         by, associated or in any manner connected with, or renders services or advice to, any
                                         business that provides products or services that are the same as or substantially similar
                                         to the products and/or services provided by the Company during Employee’s employment
                                         with the Company. Provided, however, that Employee may invest in the securities of any
                                         enterprise (but without otherwise participating in the activities of such enterprise)
                                         if two conditions are met: (a) such securities are listed on any national or regional
                                         securities exchange or have been registered under Section 12(g) of the Securities Exchange
                                         Act of 1934 and (b) Employee does not beneficially own (as



 



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defined
Rule 13d-3 promulgated under the Securities Exchange Act of 1934) in excess of one percent of the outstanding capital stock of
such enterprise.


 


		(d)	Tolling
                                         of Restrictive Period. In the event Employee breaches any provision of this Section
                                         7, the applicable restrictive period herein shall be tolled during the time of Employee’s
                                         breach. Upon cessation of any such breach, the restrictive period shall continue and
                                         shall be extended by the time period of the applicable breach.



 


		(e)	Presentment
                                         to any New Employer. For one (1) year after termination of employment, Employee will
                                         give a copy of this Agreement to any subsequent employer prior to Employee’s first
                                         day of work so that the new employer can evaluate whether Employee’s work for that
                                         employer may be in violation of this Agreement.



 


		8.	Inventions;
                                         Works Made for Hire. For purposes of this Agreement, “Inventions"
                                         means all ideas, improvements, discoveries, concepts, original works of authorship, modifications,
                                         formulations, software programs, product development or ideas (whether patentable or
                                         not) relating to the business of the Company that have been or are generated, conceived
                                         or reduced to practice by Employee during employment with the Company (including Employee’s
                                         period of employment with the Company prior to the Effective Date) either alone or in
                                         conjunction with others, during or outside of working hours. Any patent application (including
                                         provisional applications, international applications, and the like) on which Employee
                                         is named as an inventor that is both: (a) filed within one (1) year after termination
                                         of employment; and (b) relates to the business of Company; shall be presumed to cover
                                         an Invention conceived by Employee during employment with the Company, subject to proof
                                         to the contrary by good faith, written and duly collaborated records establishing that
                                         such Invention was conceived and made following termination of employment. Employee agrees
                                         to document all Inventions in writing and promptly disclose such Inventions to the Company.
                                         All original works of authorship made by Employee (solely or jointly with others) within
                                         the scope of employment with the Company (or his prior employment) and that are protectable
                                         by copyright are “works made for hire,” pursuant to United States Copyright
                                         Act (17 U.S.C., Section 101).



 


		(a)	Ownership
                                         and Assignment of Inventions. Subject to the limitations of Minnesota Statute §181.78
                                         set forth below, all Inventions are the exclusive property of the Company (whether any
                                         Invention was generated, conceived or reduced to practice prior to the execution of this
                                         Agreement). Employee hereby assigns and agrees to assign in the future (when any such
                                         Inventions are first reduced to practice or first fixed in a tangible medium, as applicable,
                                         or are otherwise assignable) to the Company all of Employee’s right, title and
                                         interest in and to any and all Inventions, whether or not patentable or registrable under
                                         copyright or similar statutes, made or conceived or reduced to practice or learned by
                                         Employee, either alone or jointly with others, during Employee’s employment with
                                         the Company. Employee hereby waives and agrees not to assert any proprietary rights in
                                         or with respect to any Invention. Employee will sign and deliver any documents necessary
                                         to fully assign ownership of any Invention to the Company. Employee will, at the Company’s
                                         expense, provide all assistance reasonably required for the Company to perfect, protect
                                         and use rights to Inventions. Employee will maintain appropriate documentation relating
                                         to Inventions and sign all documents and do all things the Company deems necessary or
                                         desirable to document and record the



 






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	 	 	transfer
                                         of Employee’s right, title and interest in Inventions to the Company or a third
                                         party designated by the Company, and enable the Company to obtain patent protection for
                                         Inventions anywhere in the world.



 


		(b)	Exclusions.
                                         The terms of this Section 8 do not apply to any invention for

                                         which no equipment, supplies, facilities or trade secret
                                         information of the Company was used and that was developed entirely on Employee’s
                                         own time and that (i) does not relate directly to the business of the Company or to the
                                         Company’s actual or demonstrably anticipated research or development; or (ii) does
                                         not result from any work performed by Employee for the Company.



 


		(c)	Continuing
                                         Obligations. The obligations of this Section 8 continue beyond the termination of
                                         employment with the Company as to Inventions conceived or made by Employee during Employee’s
                                         employment and are binding upon Employee’s assigns, executors, administrators and
                                         other legal representatives.



 


		9.	Conflict
                                         of Interests. The Company expects all employees to conduct business according to
                                         the highest ethical standards of conduct. Employee is expected to devote his best efforts
                                         to the interests and business of the Company. Business dealings that create, or appear
                                         to create, a conflict between the interests of the Company and Employee are prohibited.
                                         The Company recognizes the right of employees to engage in activities outside of their
                                         employment that are of a private nature and unrelated to the Company’s business.
                                         However, Employee must disclose any possible conflicts so that the Company may assess
                                         and prevent potential conflicts of interest from arising. A potential or actual conflict
                                         of interest may occur when an employee is in a position to influence a business decision
                                         that may result in personal gain to the employee, a family member, or personal acquaintance.
                                         It is not possible to specify every action that might create a conflict of interest.
                                         Any question regarding whether an action or proposed course of conduct could create,
                                         or appear to create, a conflict of interest should immediately be presented to the Board
                                         Chair or the Human Resources Department for review.



 


		10.	Restrictions
                                         Reasonable. Employee acknowledges that the restrictions in this Agreement are reasonable
                                         under the circumstances. Employee hereby waives all defenses to the enforcement thereof
                                         by the Company. If any provision of this Agreement is deemed void or invalid by a court,
                                         the remaining provisions shall remain in full force and effect and Employee agrees that
                                         the court has the power to replace such void or invalid provisions with such other enforceable
                                         and valid provisions as are as close as possible to the original in form and effect.



 


		11.	Section
                                         409A Compliance. The parties intend that the benefits and rights described in this
                                         Agreement be exempt from or comply with Section 409A of the Internal Revenue Code and
                                         the Treasury Regulations and other guidance promulgated or issued thereunder (“Section
                                         409A”) to the extent that the requirements of Section 409A are applicable hereto,
                                         and the provisions of this Agreement will be construed in a manner consistent with that
                                         intention.  If Employee or the Company believes at any time that any such benefit
                                         or right subject to Section 409A does not so comply, it will promptly advise the other
                                         and will negotiate reasonably and in good faith to amend the terms of such benefits and
                                         rights such that they comply with Section 409A (with the most limited possible economic
                                         effect on Employee and on the Company).  Each payment under this Agreement is intended
                                         to be treated as one of a series of separate payments for purposes of



 






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	 	Code
                                         Section 409A and Treasury Regulation §1.409A-2(b)(2)(iii) (or any similar or successor
                                         provisions).



 


Notwithstanding
the foregoing, the Company does not make any representation that the payments or benefits under this Agreement are exempt from,
or satisfy, the requirements of Section 409A and the Company shall have no liability or other obligation to indemnify or hold
harmless Employee or any beneficiary for any tax, additional tax, interest or penalties if any provision of this Agreement or
any action taken with respect thereto is deemed to violate any of the requirements of Section 409A.


 


		12.	Severability.
                                         Any provision of this Agreement that is prohibited or unenforceable under Minnesota law
                                         shall be ineffective to the extent of the prohibition or unenforceability and shall be
                                         severed from the balance of this Agreement, without affecting the remaining provisions
                                         of this Agreement.



 


		13.	Successors
                                         and Assigns. This Agreement shall inure to the benefit of and be binding upon the
                                         Company and its successors and assigns.



 


		14.	Entire
                                         Agreement. This Agreement constitutes the entire agreement between Employee and the
                                         Company with respect to the subject matter of this Agreement and supersedes all previous
                                         understandings, communications, representations and agreements, whether verbal or written,
                                         with respect to the subject matter hereof (including without limitation the Prior Agreements
                                         (as defined below)); provided, however, the Change in Control Agreement shall remain
                                         in effect in accordance with its terms. This Agreement may not be modified except by
                                         subsequent agreement in writing signed by the Company and Employee.



 


		15.	Post-Employment
                                         Cooperation. Employee agrees to cooperate and assist the Company in the handling
                                         or investigation of any administrative charges, government inquires, claims, threats
                                         or lawsuits involving the Company that relate to matters that arose while the Employee
                                         was an employee of the Company. The Company will reimburse Employee for out-of-pocket
                                         expenses incurred in connection with such cooperation.



 


		16.	Notice. Unless otherwise provided herein, any notice required or given under the terms of
                                         this Agreement shall be in writing and delivered personally, or sent by registered or
                                         certified mail, return receipt requested, postage prepaid, or sent by nationally recognized
                                         overnight carrier, postage prepaid, or sent by facsimile transmission to the Company
                                         at the Company’s principal office and facsimile number in Minnetonka, Minnesota,
                                         or to Employee at the address set forth below. Notice shall be deemed given (a) when
                                         delivered if personally delivered; (b) three business days after having been placed in
                                         the mail, if delivered by registered or certified mail; (c) the business day after having
                                         been placed with a nationally recognized overnight carrier, if delivered by nationally
                                         recognized overnight carrier, and (d) the business day after transmittal when transmitted
                                         with electronic confirmation of receipt, if transmitted by facsimile. Until changed by
                                         notice pursuant to this Section 16, the following shall be the address and facsimile
                                         number to which notices shall be sent:



 






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	If
    to the Company, to:	If
    to Employee, to:
	 	Attn:
    Chief Executive Officer	 	 
	 	Pineapple
    Holdings Inc.	 	Attn:
    Eric Ingvaldson
	 	10900
                                         Red Circle Drive 

        Minnetonka,
        MN 55343 

        Fax:
        (952) 946-1835 
	 	5505
                                         Oaklawn Ave 

        Edina,
        MN 55424

         



 


		17.	Governing
                                         Law; Breach. This Agreement shall be governed by and construed in accordance with
                                         the laws of Minnesota, without reference to conflicts of laws. In the event either party
                                         is deemed by a court of appropriate jurisdiction to have breached this Agreement, the
                                         nonbreaching party shall be entitled to recover all costs, expenses and attorney’s
                                         fees incurred in enforcing the terms of this Agreement.



 


		18.	Survival.
                                         The provisions of Sections 4, 5, 6, 7, 8, 10, 11, 12, 13, 14, 15, 17, 18 and 19 survive
                                         termination of Employee’s employment with the Company).



 


		19.	Termination
                                         of Prior Agreements. By signing below, Employee acknowledges and agree that: (b)
                                         all prior employment or similar agreements (whether written or verbal) between Employee
                                         and Transition Networks/CSI (collectively, the “Prior Agreements”), together
                                         with all of Employee’s rights under the Prior Agreements, are hereby terminated
                                         as of the Effective Date hereof; (c) any notice that may be required in connection with
                                         the termination of the Prior Agreements is hereby waived; (d) notwithstanding the termination
                                         of the Prior Agreements or any other provision of this Agreement, the provisions of the
                                         Prior Agreements that impose confidentiality, non-disclosure, non-solicitation, non-competition
                                         and other similar obligations on Employee (the “Existing Restrictive Covenants”)
                                         shall continue in full force and effect in accordance with their respective terms and
                                         Employee agrees to strictly abide by such provisions; and (e) the other provisions of
                                         the Prior Agreements shall continue in effect to the extent necessary to permit the Company
                                         or its successors or assigns to enforce the Existing Restrictive Covenants.



 


[Signature
page follows]


 






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Accordingly,
this Employment Agreement is effective as of the Effective Date.


 





	Pineapple Energy, Inc.	 	 	 
	 	 	 	 	 
	By:	/s/ Roger H.D. Lacey	 	/s/ Eric Ingvaldson	 
	 	 	 	 	 
	 	 	 	Eric Ingvaldson	 
	 	 	 	 	 
	Its:	/s/ Chairman	 	 	 



 






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