Exhibit
10.3


 


COMMERCIAL
LEASE


 


THIS
LEASE COMMERCIAL LEASE WITH OPTION TO PURCHASE (“Lease”) is made this August 8th, 2021by and between Red Road
Business Park, LLC, a Tennessee limited liability company (hereinafter referred to as “Landlord”) and Can B Corp, a company
(hereinafter referred to as “Tenant”).


 


WITNESSETH:


 


LEASED
PREMISES.


 


Landlord
hereby leases to Tenant and Tenant hereby leases from Landlord, on the terms, covenants and conditions herein stated, the premises commonly
known as:


 


204
Red Road, McMinnville, TN 307110, suite 200 and suite 400


Approximately
300,000 square feet of building situated on approximately 20 acres of industrial rated property.


 


TERM
OF LEASE.


 


This
lease is for a term of one (1) year, commencing on August 8, 2021 and terminating on August 8, 2022 at which time this Lease shall automatically
renew for additional one-year terms under the same rental terms unless terminated by either Party providing ninety (90) days written
notice to the other Party.


 


RIGHT
OF FIRST REFUSAL.


 


At
any time during the term of this Lease, the Landlord receives a written offer to purchase the building, Tenant shall have an exclusive
option to match such offer for a period of thirty days from presentation of the offer to the Tenant. If the Tenant does not confirm the
intent to buy within the thirt day period, Landlord is free to sell th property.


 


RENTAL
PAYMENTS.


 


Tenant
shall pay to Landlord the sum of $25,000.00 in advance on the 8th day of each month commencing August 8th, 2021. All payments
shall be made to Landlord in care of and payable to Landlord at 204 Red Road, McMinnville, TN, 37110, unless Landlord requests payments
via direct deposit at which time Landlord shall provide Tenant with routing instructions.


 


SECURITY
DEPOSIT.


 


Tenant
shall not be required to pay security deposit to guaranty performance of Tenant’s obligations under this lease.


 




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MAINTENANCE
AND REPAIRS.


 


Tenant
shall be responsible for all maintenance and repairs of the Leased Premises, including but not limited to all structural components,
roof, foundation, exterior parking, drives, sidewalk and green areas, together with all electrical, plumbing and HVAC systems and equipment.
Tenant shall maintain the Leased Premises in a safe, clean, neat and sanitary condition. Tenant shall be responsible for all exterior
maintenance.


 


FIRE
OR CASUALTY.


 


Tenant
shall obtain and maintain during the term of this Lease, at its sole cost, fire and extended coverage insurance on the Leased Premises
in an amount not less than the replacement value of all improvements located upon the Leased Premises, and name Landlord as an additional
insured and loss payee under such policy. Such policy shall provide for the continuation of the payment of rent in the event of a loss
of the Leased Premises. Tenant may obtain insurance on its personal property located in or upon the Leased Premises as part of such policy.
Any policy obtained by Tenant shall waive any right of subrogation against Landlord.


 


In
the event the Leased Premises are wholly or partially destroyed by fire or other casualty, Landlord, in its sole discretion, may rebuild,
repair or restore the Leased Premises and the lease shall remain in effect during such period. Unless otherwise agreed to between the
Landlord and Tenant, rent shall not abate during any period of reconstruction. To the extent covered by insurance, Tenant shall not be
responsible for the payment of rent during any period of reconstruction.


 


Tenant
shall provide Landlord with a certificate of insurance evidencing the existence of such insurance required by this paragraph prior to
commencement of the Lease and at the time of each renewal of such insurance.


 




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USE
OF PREMISES.


 


The
premises described above are leased to Tenant for any lawful purpose.


 


UTILITIES.


 


Tenant
agrees to provide, at Tenant’s sole expense, all utilities, including, but not necessarily limited to, electricity, gas, water,
sewer, telephone, internet and cable.


 


REAL
ESTATE TAXES.


 


Tenant
agrees to pay all real estate taxes which may be levied or assessed by any lawful authority against the land and improvements of the
premises, except that real estate taxes in the first and final year of the Lease shall be prorated based upon Tenant’s occupancy.
Tenant shall make said payments no later than the date they are due to the appropriate taxing authority.


 


SPECIAL
ASSESSMENTS.


 


In
the event any special assessments are levied against the premises during the term of this lease, Tenant shall be responsible for payment
of said special assessments.


 


ASSIGNMENTS
AND SUBLEASES.


 


Tenant
may not assign this lease nor sublet the premises without the prior written consent of the Landlord, which consent the Landlord shall
not unreasonably withhold, provided, however, Tenant shall remain primarily responsible for all payments required herein. This provision
applies to both voluntary assignments and assignments by operation of law.


 


INJURY
OR LOSS.


 


Unless
caused by Landlord or its agents, the Landlord shall not be held responsible or liable for any loss, theft, or damage to property or
injury to or death of Tenant or any person on or about the Leased Premises, and Tenant agrees to indemnify, defend and hold Landlord
harmless therefrom. Tenant agrees to carry public liability insurance in an amount not less than $1,000,000 for any one person and $2,000,000
for any one accident, and $1,000,000 for property damage insuring Tenant and will furnish a certificate evidencing such insurance coverage
to the Landlord upon request.


 




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DEFAULT.


 


In
the event Tenant fails to pay any payment hereunder or fails to keep and perform any of the other terms or conditions hereof, and said
default should continue for a period of fifteen (15) days after written notice from Landlord, Landlord may, if such default has not been
corrected, resort to any and all legal remedies or combination of remedies which Landlord may desire to assert which are available at
law. Tenant agrees to pay a late fee of twelve percent (12%) interest per annum on any payment which is late until payment is paid in
full. AMENDMENTS.


 


This
lease may be modified or amended only by a writing duly authorized and executed by both Landlord and Tenant. No subsequent alteration,
amendment, change or addition to this lease shall be binding upon Landlord or Tenant unless reduced to writing and executed in the same
form and manner in which this lease is executed.


 


OPTION
TO PURCHASE.


 


Provided
Tenant is not in default of this Lease, Tenant shall have the option to purchase the Leased Premises at any time during the term of this
Lease from Landlord for a purchase price fair market and appraised value. In the event Tenant elects to exercise its option to purchase
the Leased Premises, Tenant shall provide Landlord with written notice of its intent to exercise its option not less than one hundred
and eighty (180) days prior to the expiration of the initial term of this Lease.


 




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NON-WAIVER.


 


No
waiver of any default of Tenant shall be implied from any omission by Landlord to take any action in event of such default if such default
persists or is repeated, and no express waiver shall affect any default other than the default specific in the express waiver and that
only for the time and to the extent stated herein. One or more waivers shall not be construed as a waiver of a subsequent breach of the
same covenant, term or condition.


 


GOVERNING
LAW.


 


This
lease shall be construed and enforced in accordance with the laws of the state of Tennessee.


 


INSPECTION.


 


Landlord
or its agents may, at any reasonable time, enter onto the Leased Premises for the purpose of inspecting the same or showing the same
to prospective purchasers or tenants. NOTICES.


 


Any
notices under or inquiries regarding this lease shall be in writing, deposited in the United States mail, certified or registered, with
postage prepaid and addressed as follows:


 


To
Landlord:


 


Red
Road Business Park, LLC


204
Red Road,


McMinnville,
TN 307110


 


To
Tenant:


 


Can
B Corp


960
S. Broadway, Suite 120


Hicksville,
NY 11801


 




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Notices
shall be deemed delivered when deposited in the United States Mail, as above provided. Change of address by either party must be by notice
given to the other party in the same manner as above specified.


 


COVENANT
OF QUIET ENJOYMENT.


 


Tenant
shall and may peaceably have, hold and enjoy the Leased Premises to the other terms hereof and provided Tenant makes payments as provided
hereunder and performs all of its covenants and agreements contained herein.


 


ENTIRE
AGREEMENT.


 


This
lease constitutes the entire agreement between Landlord and Tenant affecting the Leased Premises and there are no other agreements, either
oral or written, between them other than are herein set forth.


 


SEVERABILITY.


 


If
any agreement, covenant or condition of this lease or the application thereof to any person or circumstance shall, to any extent, be
invalid or unenforceable, the remainder of this lease, or the application of such agreement, covenant or conditions to persons or circumstances
other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each agreement, covenant or condition
of this lease shall be valid and be enforced to the fullest extent permitted by law.


 




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IN
WITNESS WHEREOF, the parties hereto have caused this lease to be executed by their authorized agents.


 


	Landlord	Tenant
	 	 
	Red
    Road Business Park, LLC	Can
    B Corp________________________


 


	By:	 	 	By:	 
	 	Rickey
    Minton, Manager	 	 	Managing
    Partner


 


	_______________,
    Date 	Date__________________


 




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