First Amendment to Security Agreement, dated October 21, 2024, by and between Lee Lee Oriental Supermart, LLC, AZLL LLC, Meng Truong and Paulina Truong

Exhibit 10.3

FIRST AMENDMENT TO SECURITY AGREEMENT

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

RECITALS

WHEREAS, the Security Agreement provides a security interest in the Issuer’s Collateral supporting the payments of the Principal Amount under that certain Senior Secured Note Agreement dated April 8, 2024 executed by the Issuer and AZLL in favor of the Secured Party (the “Secured Note”);

WHEREAS, Secured Party has physical possession of the equity shares of Corporation Issuer 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 Secured Party 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, the Secured Party learned that the Issuer, AZLL and Parent 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, the Secured Party learned that the Issuer, AZLL and Parent 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, effective September 9, 2024 (the “Division”); and

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

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” includes (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 Issuer of any class which may be issued in the future (the “Stock Collateral”); and (ii) the “Issuer Collateral” which includes, whether held in the name of the Corporate Issuer or the LLC Issuer, all inventory, chattel paper, cash, accounts, bank accounts, receivables, equipment, rights, leases, 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:

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

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

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

(iv) Any other location which the Issuer maintains or stores its assets or inventory.”

[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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