First Amendment to Xu Guarantee Agreement, dated October 21, 2024, by John Jun Xu and Grace Xu to and for the benefit of Meng Truing and Paulina Truong

Exhibit 10.5

FIRST AMENDMENT TO GUARANTEE OF NOTE

by JOHN JUN XU and GRACE XU

Reference is made to that certain Guarantee of Note Agreement executed by John Jun Xu and Grace Xu (each a “Guarantor” and together, the “Guarantors”) to and for the benefit of Meng Truong and Paulina Truong, husband and wife (together, the “Note Holders”) dated April 8, 2024 (the “Xu Guarantee Agreement”). All capitalized terms not defined herein shall have the meaning as provided in the Xu Guarantee Agreement.

RECITALS

WHEREAS, Lee Lee Oriental Supermart, Inc., an Arizona corporation (“Issuer” or “Corporation Issuer”), and AZLL LLC, an Arizona limited liability company (“AZLL”), are parties to that certain Senior Secured Note Agreement dated April 8, 2024 (the “Secured Note”), pursuant to which the Issuer owes to the Note Holders the remaining outstanding Principal Amount, as such term is defined in the Secured Note;

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

WHEREAS, on September 9, 2024, the Note Holders 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 Xu Guarantee Agreement to reflect the Conversion, Merger and Division on the terms and subject to the conditions set forth herein and affirm the obligations under the Xu Guarantee 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.

“This Guarantee agreement shall be governed and construed according to the laws of the State of Arizona without giving effect to any conflicts of law principles. Any suit arising from this Guarantee shall be brought in Maricopa County, Arizona and for this purpose Guarantor hereby expressly consents to the jurisdiction of said court.”

[Signature Page Follows]

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

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