Exhibit 10.33


 


SECOND
AMENDMENT TO SUBLEASE OF SPACE


 





755
S JASON ST, UNIT 150, DENVER, CO 80223


 


THIS
SECOND AMENDMENT TO SUBLEASE OF SPACE (“Agreement”), is entered into on August 1, 2021, by and between Diego Pellicer
Worldwide, Inc. (“Sublessor”) and Royal Asset Management, LLC (“Sublessee”). Sublessor and Sublessee
may collectively be referred to as the “Parties,” or individually as a “Party.”


 


RECITALS:


 


		A.	WHEREAS,
effective August 1,2015, William P. Vassil, 755 S Jason Street, LLC and Sublessor entered into a lease agreement, as amended
(“Lease”), for certain premises located at 755 S Jason St, Unit 150, Denver, Colorado, 80223 (“Premises”).






		B.	WHEREAS,
effective August 1, 2015, Sublessor entered into a sublease agreement (“Sublease”), as amended, and leased the Premises
to RME Group, LLC (“RME”).






		C.	WHEREAS,
effective July 15,2017, RME assigned its rights under the Sublease to Sublessee, which assignment Sublessor consented to.



 


NOW,
THEREFORE, in consideration of the conditions and covenants contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, all Parties agree as follows:


 


		1.	Extension
of Term. The Parties hereby agree to extend and continue the Sublease for an additional term of three (3) years, with a new
Lease termination date of July 31, 2024 (the “Extended Term”), upon the terms and conditions contained in herein, except
the Base Rent will be (a) $26,300 per month, from August 1, 2021, through and including July 31, 2022; (b) $27,809 per month from
August 1, 2022, through and including July 31, 2023; and (c) $28,621.67 per month from August 1, 2023, through and including July
31,2024.






		2.	Additional
                                         Option Period. Sublessee shall, provided the Sublease is in full force and effect
                                         and Sublessee is not in default under any of the terms and conditions of the Sublease
                                         at the time of notification or commencement, have two (2) options to extend the Sublease
                                         for an additional term of three (3) years each as of the date the extension term is to
                                         commence, on the same terms and conditions set forth in the Sublease, as amended. If
                                         Sublessee elects to exercise either option, Sublessee shall provide notice to Sublessor
                                         of Sublessee’s intent to exercise its option to extend, no less than one hundred
                                         and twenty (120) days prior to the end of the Extended Term. Each subsequent year, the
                                         Base Lease Rate shall increase by three percent (3%) over the preceding year.






		3.	Miscellaneous.






		a.	In
the event of any litigation arising out of or in connection with this Agreement, the prevailing party shall be awarded reasonable
attorneys’ fees, costs and expenses.






		b.	The
Sublease as modified herein remains in full force and effect and is ratified by the Parties. In the event of any conflict between
the Sublease and this Agreement, the terms and conditions of this Agreement shall control.



 





	Second Amendment to Sublease of Space	1	


 






     


     

    

 


		c.	This
Agreement is binding upon and inures to the benefit of the Parties hereto and their heirs, personal representatives, successors
and assigns.





		d.	This
Agreement may be executed in counterparts, each of which when so executed will be deemed to be an original and such counterparts
will together constitute one and the same agreement.



 


IN
WITNESS WHEREOF, the Parties have executed this agreement on the date written hereinabove.


 


	SUBLESSOR:




	 	SUBLESSEE:





	DIEGO PELLICER WORLDWIDE, INC	 	ROYAL ASSET MANAGEMANT, LLC



 


	By:		 	By:	



 


	Print:	Nello Gonfiantini III, CEO	 	Print:	Neil Demers


 


	Date:	8/20/21	 	Date:	8/20/21


 


AGREED AND
CONSENTED TO:


 


	LESSOR:




	 	LESSOR:
	WILLIAM P. VASSIL




	 	755 S. JASON STREET, LLC


 





	By:		 	By:	


 


	Print:	WILLIAM P. VASSIL	 	Print:	JAMES J. DOMENICO - Manager


 


	Date:	August 15, 2021	 	Date:	8-15-21


 


	LESSOR:




	 	
	JAMES
        J. DOMENICO 




	 	


 





	By:		 	 	 


 


	Print:	JAMES J. DOMENICO 	 	 	 


 


	Date:	8-16-21	 	 	 


 





	Second Amendment to Sublease
of Space	2