First Amendment to Senior Secured Note Agreement, dated October 21, 2024, by and between Lee Lee Oriental Supermart, LLC, AZLL LLC, Maison Solutions Inc., Meng Truong and Paulina Truong

Exhibit 10.1

FIRST AMENDMENT TO SENIOR SECURED NOTE AGREEMENT

Reference is made to that certain Senior Secured Note Agreement executed by Lee Lee Oriental Supermart, Inc., an Arizona corporation, (the “Issuer” or “Corporation Issuer”) and AZLL LLC, an Arizona limited liability company (“AZLL”) in favor of Meng Truong and Paulina Truong, husband and wife (together, “Holders” or “Secured Parties” and, collectively with Issuer and AZLL, the “Parties” and each, a “Party”) dated April 8, 2024 (the “Secured Note”). All capitalized terms not defined herein shall have the meaning as provided in the Secured Note.

RECITALS

WHEREAS, the Issuer, AZLL and Holders are party to the Secured Note, pursuant to which the Issuer owes to the Holders the remaining outstanding Principal Amount;

WHEREAS, pursuant to the Secured Note, Issuer, AZLL and Holders previously entered into a Security Agreement dated April 8, 2024 (the “Security Agreement”);

WHEREAS, Holders have physical possession of the equity shares of Lee Lee Oriental Supermart, Inc. held as Collateral under the Security Agreement;

WHEREAS, on June 10, 2024, Corporation Issuer filed a Statement of Conversion with the Arizona Corporation Commission (the “ACC”) converting Corporation Issuer into Lee Lee Oriental Supermart, LLC, an Arizona limited liability company (“LLC Issuer”), with unchanged tax identification information, for the sole purpose of tax efficiency, with such change being done without the required notice to and approval from the Holders in violation of the Secured Note and Security Agreement (the “Conversion”);

WHEREAS, pursuant to the Conversion, LLC Issuer was the surviving entity, and Corporation Issuer ceased to legally exist, effective June 10, 2024;

WHEREAS, on August 28, 2024, Secured Parties learned that the Issuer and AZLL had undertaken changes to the structure of Issuer by way of the Conversion;

WHEREAS, on August 28, 2024, AZLL filed a Statement of Merger with the ACC, pursuant to which LLC Issuer merged into AZLL such that only AZLL remained as a legal entity, effective August 28, 2024 in violation of the Secured Note and Security Agreement (the “Merger”);

WHEREAS, on September 9, 2024, Secured Parties learned that the Issuer and AZLL had further undertaken changes to the structure of Issuer by way of the Merger;

WHEREAS, on September 9, 2024, AZLL filed a Statement of Division with the ACC, resulting in the restoration of both LLC Issuer and AZLL as separate legal entities with tax identification information also restored which became, effective September 9, 2024 (the “Division”); and

WHEREAS, the Parties desire to acknowledge the actions taken by Issuer and AZLL and to amend the Secured Note to reflect the Conversion, Merger and Division on the terms and subject to the conditions set forth herein and affirm the obligations under the Secured Note.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each Party, the Parties hereby agree as follows.

““Collateral” shall mean (i) 100% of the membership interests of Lee Lee Oriental Supermart, LLC issued and outstanding held by AZLL and any additional equity or membership interests of any class issued in the future by Issuer (the “Stock Collateral”) and (ii) “Issuer Collateral” shall include, whether held in the name of the LLC Issuer or Corporate Issuer, all inventory, chattel paper, cash, accounts, bank accounts, receivables, equipment, rights, leases, profits, insurance proceeds, vehicles subleases, agreements and general intangibles; whether any of the foregoing is owned now or acquired later; all accessions, additions, replacements and substitutions relating to any of the foregoing; all records of any kind relating to any of the foregoing; all proceeds relating to any of the foregoing (including insurance, general intangibles and other account proceeds) and fixtures and any other item owned by Issuer whatsoever and all of the foregoing specifically located at:

(a) 2025 N. Dobson Road, Chandler, AZ 85224;

(b) 7575 W. Cactus Road, Peoria, AZ 85381;

(c) 1990 W. Orange Grove Road, Tucson, AZ 85704; and

(d) any other location where the Issuer maintains assets or inventory.”

“(d) the Issuer breaches any other covenant or obligation under this Note and fails to cure such default within ten (10) days of notice from the Holders; provided, however, that if the Issuer breaches Paragraph 8(a) herein, there shall be no cure period and an Event of Default shall exist immediately upon notice from the Holders;”

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed as of the 21st day of October, 2024.

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