Marengo Cannabis LLC Lease Amendment

Exhibit 10.1

FIRST AMENDMENT TO LEASE AGREEMENT

THIS FIRST AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is made and entered into as of the 2^nd day of November, 2021 (the “Effective Date”) by and between PW MI CanRE Marengo LLC, a Michigan limited liability company (“Landlord”), and Marengo Cannabis LLC, a Michigan limited liability company (“Tenant”).

RECITALS:

A. Landlord and Tenant are parties to the Lease Agreement dated September 3, 2021 (the “Original Lease”), pursuant to which Tenant leases from Landlord the land and all improvements thereon located at 22695 J Dr N, Marshall, MI 49068 as more particularly described in the Original Lease (the “Premises”).

B. Landlord and Tenant desire to amend the Lease to add additional items to the property improvement budget (“the Additional Items”) and to make corresponding changes to the Lease. The Additional Items are described on Exhibit 1- First Amendment, attached hereto.

AGREEMENT:

THEREFORE, in consideration of the mutual covenants set forth herein, the Lease is hereby amended on the terms and conditions hereinafter set forth.

1. Initially capitalized terms not otherwise defined herein will have the meanings given to such terms in the Original Lease.

2. The definition of “Base Rent” in the Lease is amended to include the column entitled “Monthly Rent” on the Rent Schedule attached as Exhibit 2 – First Amendment, which will be in addition to the Monthly Rent on the Rent Schedule attached to the Original Lease as Exhibit 2. In the event of the federal legalization of the recreations use of cannabis in the United States, the Base Rent attributable to the Additional Items will be the amount listed in the column entitled “Rent if Reset’ in the Rent Scheduled attached as Exhibit 2 – First Amendment.

3. Effective as of the date of this Amendment, Section 11.1 of the Original Lease is amended to require that the Security Deposit shall be $1,877,897 and Tenant shall deposit $152,095 on the Effective Date and an additional $152,095 by August 30, 2022 to fund the increased Security Deposit.

4. This Amendment sets forth the entire understanding and agreement of the parties hereto in relation to the subject matter hereof.

5. Except as specifically amended, modified or supplemented herein, the Original Lease, as amended hereby, is hereby confirmed and ratified in all respects and will remain in full force and effect according to its terms. In the event of any conflict or inconsistency between the provisions of the Original Lease and this Amendment, the provisions of this Amendment will control in all instances.

6. This Amendment may be executed in several counterparts, each of which will be deemed an original, and all of such counterparts together will constitute one and the same instrument. Executed copies hereof may be delivered by telecopy or electronic delivery, and upon receipt, will be deemed originals and binding upon the parties hereto.

7. Each party represents and warrants that, as of the date of this Amendment it has the unconditional and unrestricted right, power and authority to enter into this Amendment.

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the date first written above.

[SIGNATURE PAGE TO FOLLOW]

JOINDER OF GUARANTOR

The Guarantor of the Original Lease join herein for the purposes of evidencing their consent to this Amendment, and agreement to be bound all obligations of the Tenant Parties under the Original Lease as amended by this Amendment. The obligations of the Tenant Parties herein shall be joint and several.

Millennium Cannabis LLC, a Delaware limited liability company

Exhibit 1 – First Amendment

Exhibit 2 – First Amendment

Option Period 1:

Option Period 2: