Second Amendment to Senior Secured Note Agreement, dated October 21, 2024, by and between Lee Lee Oriental Supermart, LLC, AZLL LLC, Meng Truong and Paulina Truong

Exhibit 10.2

SECOND 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 “Corporate Issuer”) and Lee Lee Oriental Supermart, LLC, (the “LLC Issuer”) (each the “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, as amended by that certain First Amendment to the Senior Secured Note Agreement dated October 21, 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 was required to make a payment of the Principal Amount on September 8, 2024 in the amount of one million five hundred thousand dollars ($1,500,000.00) (the “September Payment”);

WHEREAS, Issuer did not make the required September Payment on September 8, 2024;

WHEREAS, Holders provided Issuer with a limited extension of the cure period under Paragraph 9(a) of the Secured Note;

WHEREAS, Issuer made payments of (i) fifty thousand dollars ($50,000.00) on September 24, 2024; (ii) one hundred thousand dollars ($100,000.00) on September 30, 2024; (iii) twenty-five thousand dollars ($25,000.00) on October 7, 2024; and (iv) twenty-five thousand dollars ($25,000.00) on October 16, 2024 resulting in a remaining balance of one million three hundred thousand dollars ($1,300,000.00) of the September Payment remaining due and payable (the “Remaining September Payment”);

WHEREAS, pursuant to the Secured Note, Issuer was required to make and has not made a payment of the Principal Amount on October 8, 2024 in the amount of one million five hundred thousand dollars ($1,500,000.00) (the “October Payment”); and

WHEREAS, the Parties desire to acknowledge the Remaining September Payment and October Payment and to amend the Secured Note on the terms and subject to the conditions set forth herein.

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.

““Issue Date” shall mean the date of the Note Issuance of April 8, 2024.”

“2. Interest. The Note shall accrue interest on the outstanding Principal Amount at the annual rate of interest of ten percent (10%). Interest shall be payable (i) October 8, 2024 in the amount of $83,250.95 and (ii) every Monday of each week starting on October 14, 2024. The interest amount due shall be calculated as follows: the outstanding Principal Amount as of the prior Tuesday * (annual interest rate/365) * number of days since last payment of interest.”

“(l)  The Parent fails to execute a committed letter of intent setting forth certain material terms of a debt or equity financing with a qualified investor or financial institution with a net funding amount greater than the outstanding Principal Amount of the Secured Note as of the date of such letter of intent or term sheet, and the Company or Parent fails to provide a copy of such agreement to the Holders on or before December 2, 2024; or

(m) The Parent’s Class A common stock shares (NASDAQ: MSS) at any point no longer trades on the Nasdaq Market LLC.”

“(a) the Issuer fails to make any payment of the Principal Amount as required by this Note and does not cure such default within one (1) business day of occurrence;”

“(b) the Issuer fails to make any interest payment or other non-principal payment required by this Note and does not cure such default within one (1) business day of occurrence;”

“(c) Default Interest. If an Event of Default occurs, the outstanding Principal Amount shall bear interest (the “Default Interest”) at the interest rate of fourteen percent (14%) per annum (the “Default Rate”) from the date of such Event of Default until all such sum, together with accrued interest thereon, at the Default Rate, are fully paid. At such time as a judgement is obtained for any amounts owing under this Note or any document or instrument securing this Note, interest shall continue to accrue on the amount of the judgement at the Default Rate.”

[Signature Page Follows]

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

EXHIBIT A – Second Amendment

REVISED NOTE PAYMENT SCHEDULE October 8, 2024 

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