Exhibit 10.1


 


THIRD
AMENDMENT TO COMMERCIAL LEASE AGREEMENT


 


This Third Amendment to the Commercial
Lease Agreement (the "Third Amendment") is made this 10th day of October, 2016, (the "Effective Date") by and between Chino Valley
Properties, LLC (the "Landlord") and C3C3 Group, LLC (the "Tenant"), collectively (the “Parties”).


 


WITNESSETH:


 


WHEREAS,
Landlord and Tenant heretofore entered into a Commercial Lease Agreement (the "Lease") executed and effective as of August
6, 2015 for the lease on the premises commonly known as 2144 & 2148 N. Road 1 East Chino Valley, AZ 83462; and


 


WHEREAS,
The Landlord has invested capital into the property for expansion of the facilities for use by the Tenant, including by not
limited to an expansion of utilities and an expansion of operational space; and


 


WHEREAS, The
parties hereto desire to change the rental rate of the monthly rental payment and the size of the operating premises
to reflect the expanded facilities; and


 


WHEREAS,
all defined terms used in the Lease shall have the same meaning herein as therein.


 


NOW,
THEREFORE, in consideration of the mutual covenants herein contained, and for good and valuable consideration, the sufficiency
and receipt of which is acknowledged, the Parties agree to the following amendment to the language of the Lease:


 


	 	1.	2.01 Premises: The Premises shall be
    amended as per the Premises Description attached as an updated “Amended Exhibit C” to the original Lease
    Agreement.




 


	 	2.	5.01 Base Rent: The Base Rent shall be
    amended as per the Rental Schedule attached as an updated “Amended Exhibit B” to the original Lease Agreement.




  






    [Signature Page to
Follow]


     


    

  


Your
signature below will indicate that you agree to the terms and conditions as set forth herein dated October 10, 2016:


 


	Chino
    Valley Properties, LLC.	 	C3C3
    Group, LLC.
	 	 	 	 	 
	By:	/s/
    Bryan McLaren	 	By:	/s/
    Christopher Carra
	Name:	Bryan
    McLaren	 	Name:	Christopher
    Carra
	Title:	CEO	 	Title:	President
	 	 	 	 	 
	Alan
    Abrams, Individually.	 	 	 
	 	 	 	 	 
	By:	/s/
    Alan Abrams	 	 	 
	Name:	Alan
    Abrams	 	 	 
	Title:	Personal
    Guarantor	 	 	 






 






    2


     


    

 


AMENDED
EXHIBIT B: Rental Payment Schedule


 








	Year	 	 	Commencement	 	 	Months	 	Monthly Payment	 	 	Annual Rental Rate	 	 	Base Rental Rate	 	 	Rentable Area	 
	 	1	 	 	 	1-Aug-15	 	 	 	01	 	 	 	Waived	 	 	 	Waived	 	 	 	Waived 	 	 	 	Waived	 
	 	1	 	 	 	1-Sep-15	 	 	 	02-06	 	 	$	30,000.00	 	 	$	360,000.00	 	 	$	24.00	 	 	 	15,000	 
	 	1	 	 	 	1-Feb-16	 	 	 	07-12	 	 	$	40,000.00	 	 	$	480,000.00	 	 	$	32.00	 	 	 	15,000	 
	 	2	 	 	 	15-Aug-16	 	 	 	13-15	 	 	$	42,000.00	 	 	$	504,000.00	 	 	$	33.60	 	 	 	15,000	 
	 	2	 	 	 	15-Nov-16	 	 	 	16-24	 	 	$	55,000.00	 	 	$	660,000.00	 	 	$	26.40	 	 	 	25,000	 
	 	3	 	 	 	15-Aug-17	 	 	 	25-36	 	 	$	57,750.00	 	 	$	693,000.00	 	 	$	27.72	 	 	 	25,000	 
	 	4	 	 	 	15-Aug-18	 	 	 	37-48	 	 	$	60,637.50	 	 	$	727,650.00	 	 	$	29.11	 	 	 	25,000	 
	 	5	 	 	 	15-Aug-19	 	 	 	49-60	 	 	$	63,669.38	 	 	$	764,032.50	 	 	$	30.56	 	 	 	25,000	 
	 	6	 	 	 	15-Aug-20	 	 	 	61-72	 	 	$	66,852.84	 	 	$	802,234.13	 	 	$	32.09	 	 	 	25,000	 
	 	7	 	 	 	15-Aug-21	 	 	 	73-84	 	 	$	70,195.49	 	 	$	842,345.83	 	 	$	33.69	 	 	 	25,000	 
	 	8	 	 	 	15-Aug-22	 	 	 	85-96	 	 	$	73,705.26	 	 	$	884,463.12	 	 	$	35.38	 	 	 	25,000	 
	 	9	 	 	 	15-Aug-23	 	 	 	97-108	 	 	$	77,390.52	 	 	$	928,686.28	 	 	$	37.15	 	 	 	25,000	 
	 	10	 	 	 	15-Aug-24	 	 	 	109-120	 	 	$	81,260.05	 	 	$	975,120.59	 	 	$	39.00	 	 	 	25,000	 
	 	11	 	 	 	15-Aug-25	 	 	 	121-132	 	 	$	81,260.05	 	 	$	975,120.59	 	 	$	39.00	 	 	 	25,000	 
	 	12	 	 	 	15-Aug-26	 	 	 	133-144	 	 	$	81,260.05	 	 	$	975,120.59	 	 	$	39.00	 	 	 	25,000	 
	 	13	 	 	 	15-Aug-27	 	 	 	145-156	 	 	$	81,260.05	 	 	$	975,120.59	 	 	$	39.00	 	 	 	25,000	 
	 	14	 	 	 	15-Aug-28	 	 	 	157-168	 	 	$	81,260.05	 	 	$	975,120.59	 	 	$	39.00	 	 	 	25,000	 
	 	15	 	 	 	15-Aug-29	 	 	 	169-180	 	 	$	81,260.05	 	 	$	975,120.59	 	 	$	39.00	 	 	 	25,000	 
	 	16	 	 	 	15-Aug-30	 	 	 	181-192	 	 	$	81,260.05	 	 	$	975,120.59	 	 	$	39.00	 	 	 	25,000	 
	 	17	 	 	 	15-Aug-31	 	 	 	193-204	 	 	$	81,260.05	 	 	$	975,120.59	 	 	$	39.00	 	 	 	25,000	 
	 	18	 	 	 	15-Aug-32	 	 	 	205-216	 	 	$	81,260.05	 	 	$	975,120.59	 	 	$	39.00	 	 	 	25,000	 
	 	19	 	 	 	15-Aug-33	 	 	 	217-228	 	 	$	81,260.05	 	 	$	975,120.59	 	 	$	39.00	 	 	 	25,000	 
	 	20	 	 	 	15-Aug-34	 	 	 	229-240	 	 	$	81,260.05	 	 	$	975,120.59	 	 	$	39.00	 	 	 	25,000	 





 





*Annual
Rental Rate escalates at 5% per annum through year 10 


 






     


     


    

 


AMENDED
EXHIBIT C: PROPERTY SITE AND LEGAL DESCRIPTION




 





	Parcel
    ID:	 	306-14-008-M
	 	 	 
	Property
    Address:	 	2144
    & 2148 N. Road 1 East Chino Valley, AZ 83462
	 	 	 
	Building
    and Premises:	 	Chino
    Valley Cultivation Site; approximately 10,000 square feet of completed Greenhouse, 10,000 square feet of completed Hoop House
    and approximately 5,000 square feet of existing office & garage space existing within the currently fenced in area. Approximately
    11 acres.
	 	 	 
	Legal
    Description:	 	An
    irregular portion of the SE4 the SE parcel corner lying approximately 686'N and 50'W from the SE corner of said section 19