Exhibit 10.3


 


 


SECOND AMENDMENT TO LICENSED MEDICAL MARIJUANA FACILITY
TRIPLE NET (NNN) LEASE AGREEMENT 


 


This Second Amendment to the Licensed Medical Marijuana
Facility Triple Net (NNN) Lease Agreement ("Amendment"), dated as of November 30, 2022 (the "Amendment Effective
Date") is entered into by and between KINGMAN PROPERTY GROUP, LLC, an Arizona limited liability company (“Landlord”),
and CJK, INC., an Arizona non-profit corporation (“Tenant”). Landlord and Tenant are referred to individually as a
"Party" or collectively as the "Parties".


RECITALS





A.        Landlord
and Tenant entered into that certain Licensed Medical Marijuana Facility Triple Net (NNN) Lease Agreement, dated May 1, 2018 (the “Original
Lease”).


 


B.        
 Landlord and CJK amended the Original Lease by entering into that certain First Amendment to the Licensed Medical
Marijuana Facility Triple Net (NNN) Lease Agreement, dated May 31, 2020 (the "First Amendment" and together with
the Original Lease and this Amendment, the "Lease").


 


C.          Landlord and Tenant desire to amend the Lease in accordance with the terms set forth below, effective as of the Amendment Effective
Date.


 


AMENDMENT  


1.           Defined Terms; Recitals. All capitalized terms used but not otherwise defined herein shall have the meanings given such
terms in the Lease. The recitals are incorporated into this Amendment as if fully stated herein.


 


2.           
Landlord Termination Right. A new Section 4.03 is added to the Lease as follows:


 


4.03 Landlord’s
Termination Right


 


Landlord shall have the
right to terminate the Lease in its sole discretion by giving Tenant not less than fifteen (15) days’ written notice, provided that
Landlord may not exercise its right to terminate under this Section 4.03 if Tenant is operating its business at the Premises as a going
concern as permitted in the Lease.


 


3.           Guaranty.
Tenant (among other parties) previously executed that certain Guaranty of Payment and Performance dated May 1, 2018 (the “Guaranty”)
in favor of Landlord, guaranteeing the payment and performance of all Tenant’s obligations under the Lease and further granting
Landlord certain rights and remedies as set forth therein. Landlord and Tenant agree to modify the Guaranty to delete Section 17 thereof.
The parties intend this reference for the Guaranty to be modified to be self-operative and no further amendment or instrument shall be
required in order to effectuate the deletion of Section 17. Except as expressly provided in this paragraph, the Guaranty shall remain
in full force and effect, unmodified, and is hereby ratified and confirmed by the Tenant.


 


4.           Ratification of Lease; Conflict. Except as expressly and specifically amended herein, the Original Lease, as amended by
the First Amendment, shall remain in full force and effect and is hereby ratified and confirmed by the parties. In the event of a conflict
between this Amendment and the Lease, this Amendment shall control.


 


5.            Choice of Law. This Amendment is governed by the laws of the State of Arizona without regard to conflict of laws principles.


 


6.          Counterparts;
Electronic Signatures. This Amendment may be executed in one or more counterparts and the signature pages combined to constitute
one document. Electronic signatures shall have the same force and effect as original signatures.


 


[ SIGNATURE PAGE FOLLOWS ]


 






    


     


    

 


This Amendment is executed effective as of the Amendment
Effective Date set forth above.


 


 


	
    LANDLORD:

     

    KINGMAN PROPERTY GROUP, LLC, an Arizona limited liability company

     

    By: ZONED PROPERTIES, INC.

    Its: Member

     

    By: /s/ Bryan McLaren___________________

    Name: Bryan McLaren

    Its: Chairman/CEO

    
	 
	 



 

 

	
    TENANT:

     

    CJK INC., an Arizona non-profit corporation

     
	 
	 
	By: 	/s/ Delano Phillips	 
	Name: 	Delano Phillips	 
	Title:                	General Counsel	 
	 	 	 	 






 


	
    GUARANTOR:

     

    CJK INC., an Arizona non-profit corporation

     
	 
	 
	By: 	/s/ Delano Phillips	 
	Name: 	Delano Phillips	 
	Title:                	General Counsel