Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 18, 2024

Zoned Properties, Inc.

(Exact Name of Registrant as Specified in its Charter)

Nevada

(State or Other Jurisdiction of Incorporation)

000-51640		46-5198242
(Commission File Number)		(IRS Employer Identification No.)

8360 E. Raintree Drive, #230 Scottsdale, AZ		85260
(Address of Principal Executive Offices)		(Zip Code)

(Registrant’s telephone number, including area code): (877) 360-8839

N/A

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.)

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

Agreement Regarding Purchase and Sale Contract

On December 15, 2023, ZP RE Holdings, LLC (“ZP Holdings”), a wholly owned subsidiary of Zoned Properties, Inc. (the “Company”), entered into an Agreement Regarding Purchase and Sale Contract (the “Agreement”), effective as of December 15, 2023, by and between Keystone Ventures, LLC (“Keystone”) as assignor and ZP Holdings as assignee. Pursuant to the terms of the Agreement, Keystone agreed to assign to ZP Holdings its right, title and interest in that certain Purchase and Sale Agreement dated May 5, 2022, by and between Lakeside Bank as Trustee under a Trust Agreement dated October 7, 2004 and known as Trust Number 10-2749, Daniel Kravetz (together, the “Seller”) and Keystone, as amended (the “Original PSA”). Pursuant to the terms of the Original PSA, the Seller agreed to sell to Keystone certain real property located at 3499, 3451, and 3455 South Ashland Avenue, Chicago, Illinois, 60608 (the “Ashland Avenue Property”) in exchange for a purchase price of $1,250,000, to be paid by Keystone (the “Purchase Price”).

Pursuant to the terms of the Agreement, ZP Holdings deposited the following amounts into escrow: (i) $40,000, representing reimbursement to Keystone or its designee for the earnest money deposit paid under the terms of the Original PSA, (ii) assignment fees of $185,000, and (iii) $1,210,000, representing the Purchase Price less the $40,000 earnest money payment.

Closing of the transactions contemplated by the Agreement was subject to several conditions, including payment of the sums indicated in the prior paragraph, execution of the Assignment Agreement (as hereinafter defined), and execution of an absolute net lease agreement by ZP Holdings (as landlord) and JG-IL, LLC (as tenant), in form and substance acceptable to ZP Holdings. In addition, ZP Holdings had the right to conduct inspections on the Ashland Avenue Property that ZP Holdings deems, in its sole and absolute discretion, reasonable or necessary. Pursuant to the terms of the Agreement, if ZP Holdings determines, in its sole and absolute discretion, that the Ashland Avenue Property is not suitable for ZP Holdings’ purchase and use for any reason or no reason, ZP Holdings may terminate the Agreement.

The foregoing description of the Agreement and the Original PSA is not a complete description of all of the parties’ rights and obligations under the Agreement and the Original PSA, and is qualified in its entirety by reference to the Agreement and the Original PSA, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Assignment and Assumption Agreement

On January 19, 2024, ZP Holdings and Keystone entered into that certain Assignment and Assumption Agreement, dated as of January 19, 2024, by and between Keystone and ZP Holdings (the “Assignment Agreement”). Pursuant to the terms of the Assignment Agreement, Keystone assigned to ZP Holdings all of Keystone’s right, title and interest in and to the Original PSA to purchase the Ashland Avenue Property.

On January 19, 2024, the transactions contemplated by the Agreement and Assignment Agreement closed and ZP Holdings completed the acquisition of the Ashland Avenue Property under the Original PSA, as assigned. The completed transactions were subject to closing costs, commissions, and fees customary to the acquisition of real estate, including a $65,000 commission payable and a $79,634 sponsor fee payable.

The foregoing description of the Assignment Agreement is not a complete description of all of the parties’ rights and obligations under the Assignment Agreement and is qualified in its entirety by reference to the Assignment Agreement, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein by reference.

Licensed Cannabis Facility Absolute Net Lease Agreement, Guaranty and Security Agreement

On January 18, 2024, ZP Holdings entered into a Licensed Cannabis Facility Absolute Net Lease Agreement (the “Justice Grown Lease”), with a commencement date of January 19, 2024, by and between ZP Holdings, as landlord, and JG IL LLC (“Justice Grown”), as tenant. Pursuant to the terms of the Lease, ZP Holdings agreed to lease the Ashland Avenue Property to Justice Grown for use as a licensed recreational adult-use (and, if permitted, medical) cannabis dispensary in accordance with Illinois law. The Justice Grown Lease has a term of 15 years, with four five-year renewal terms. The rental payment terms pursuant to the Justice Grown Lease are as follows:

		(Per Lease Terms)		(1/12 Pro Rata)		(Per Lease Terms)
Year Period	Month Period	Base Rent		Est. Property Taxes		Est. Total to Invoice
1	1	$	-	$	2,516.97	$	2,516.97
	2	$	-	$	2,516.97	$	2,516.97
	3	$	-	$	2,516.97	$	2,516.97
	4	$	-	$	2,516.97	$	2,516.97
	5	$	9,166.00	$	2,516.97	$	11,682.97
	6	$	9,166.00	$	2,516.97	$	11,682.97
	7	$	9,166.00	$	2,516.97	$	11,682.97
	8	$	9,166.00	$	2,516.97	$	11,682.97
	9	$	18,333.00	$	2,516.97	$	20,849.97
	10	$	18,333.00	$	2,516.97	$	20,849.97
	11	$	18,333.00	$	2,516.97	$	20,849.97
	12	$	18,333.00	$	2,516.97	$	20,849.97
2	13	$	18,882.99	$	2,516.97	$	21,399.96
3	25	$	19,449.48	$	2,516.97	$	21,966.45
4	37	$	20,032.96	$	2,516.97	$	22,549.93
5	49	$	20,633.95	$	2,516.97	$	23,150.92
6	61	$	21,252.97	$	2,516.97	$	23,769.94
7	73	$	21,890.56	$	2,516.97	$	24,407.53
8	85	$	22,547.28	$	2,516.97	$	25,064.25
9	97	$	23,223.70	$	2,516.97	$	25,740.67
10	109	$	23,920.41	$	2,516.97	$	26,437.38
11	121	$	24,638.02	$	2,516.97	$	27,154.99
12	133	$	25,377.16	$	2,516.97	$	27,894.13
13	145	$	26,138.47	$	2,516.97	$	28,655.44
14	157	$	26,922.63	$	2,516.97	$	29,439.60
15	169	$	27,730.31	$	2,516.97	$	30,247.28

Pursuant to the terms of the Justice Grown Lease, on January 18, 2024, JG Holdco LLC executed a guaranty (the “Guaranty”) in favor of ZP Holdings, guaranteeing the prompt and complete payment and performance of all of Justice Grown’s obligations to ZP Holdings arising under the Justice Grown Lease. Justice Grown’s obligations under the Justice Grown Lease are secured by a security agreement (the “Security Agreement”), dated January 18, 2024 by and among Justice Grown, in favor of ZP Holdings.

The foregoing description of the Justice Grown Lease, the Guaranty and the Security Agreement is not a complete description of all of the parties’ rights and obligations under the Justice Grown Lease, the Guaranty and the Security Agreement, and is qualified in its entirety by reference to the Justice Grown Lease, the Guaranty and the Security Agreement, copies of which are filed as Exhibits 10.4, 10.5 and 10.6, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On January 22, 2024, the Company issued a press release announcing that it has acquired the Ashland Avenue Property.

The information included in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth under this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

Item 9.01 Financial Statement and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Agreement Regarding Purchase and Sale Contract, dated as of December 15, 2023, by and between Keystone Ventures, LLC and ZP RE Holdings, LLC.
10.2		Purchase and Sale Agreement, dated as of May 5, 2022, by and between Lakeside Bank, as Trustee under Trust Agreement dated October 7, 2004 and known as Trust Number 10-2749 and Daniel Kravetz and Keystone Ventures, LLC as assignee, as amended through January 12, 2024.
10.3		Assignment and Assumption Agreement, dated as of January 19, 2024, by and between Keystone Ventures, LLC and ZP RE Holdings, LLC.
10.4		Licensed Cannabis Facility Absolute Net Lease Agreement dated as of January 18, 2024, by and between ZP RE Holdings, LLC and JG IL LLC.
10.5		Guaranty of Payment and Performance, dated as of January 18, 2024, by JG Holdco LLC in favor of ZP RE Holdings, LLC.
10.6		Security Agreement, dated as of January 18, 2024, made by and among JG IL LLC in favor of ZP RE Holdings, LLC.
99.1		Press release of the registrant dated January 22, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ZONED PROPERTIES, INC.

Dated: January 22, 2024	/s/ Bryan McLaren
	Bryan McLaren
	Chief Executive Officer & Chief Financial Officer

Exhibit 10.1

AGREEMENT REGARDING PURCHASE AND SALE CONTRACT

This Agreement Regarding Purchase and Sale Contract (the “Agreement”) by and between KEYSTONE VENTURES, LLC, an Illinois limited liability company (“Assignor”), and ZP RE HOLDINGS, LLC, an Arizona limited liability company, or its assignee (“Assignee”) is effective as of December 15, 2023 (the “Effective Date”).

RECITALS

A. Assignor, as “Purchaser,” and Lakeside Bank, as Trustee under Trust Agreement dated October 7, 2004 and known as Trust Number 10-2749 and Daniel Kravetz, as “Seller,” (collectively, the “Seller”), are parties to that certain Purchase and Sale Agreement dated May 5, 2022 (the “Original Agreement”) as amended by that certain First Amendment to Purchase and Sale Agreement with a First Amendment Acceptance Date of July 26, 2022 (the “First Amendment”), that certain Second Amendment to Purchase and Sale Agreement with a Second Amendment Acceptance Date of October 6, 2022 (the “Second Amendment”); that certain Third Amendment to Purchase and Sale Agreement with a Third Amendment Acceptance Date of January 28, 2023 (the “Third Amendment”); that certain Fourth Amendment to Purchase and Sale Agreement with a Fourth Amendment Acceptance Date of April 17, 2023 (the “Fourth Amendment”); that certain Fifth Amendment to Purchase and Sale Agreement with a Fifth Amendment Acceptance Date of May 26, 2023 (the “Fifth Amendment”); that certain Sixth Amendment to Purchase and Sale Agreement with a Sixth Amendment Acceptance Date of August , 2023 (the “Sixth Amendment”); that certain Seventh Amendment to Purchase and Sale Agreement with a Seventh Amendment Acceptance Date of September 29, 2023 (the “Seventh Amendment”); and that certain Eighth Amendment to Purchase and Sale Agreement with a Eighth Amendment Acceptance Date of October 31, 2023 (the “Eighth Amendment”) with respect to real property located at 3449, 3451 and 3455 South Ashland Avenue, Chicago, Illinois 60607 and as more particularly described in the Original Agreement with a legal description attached hereto as Exhibit A (the “Property”).

B. Assignor, Assignee and Seller, shall execute the Ninth Amendment to Purchase and Sale Agreement attached hereto as Exhibit D (“Ninth Amendment”) on or around the date hereof; The Original Agreement, First Amendment, Second Amendment, Third Amendment, Fourth Amendment, Fifth Amendment, Sixth Amendment, Seventh Amendment, Eighth Amendment and (upon execution) Ninth Amendment are sometimes referred to herein, collectively, as the “Purchase Agreement”. (Copies attached hereto as Exhibit C).

C. In connection with the Purchase Agreement, Seller, Assignor, and Old Republic National Title Insurance Company, at their office located at 20 South Clark Street, Suite 2900, Chicago, Illinois 60603 (the “Title Company”), have entered into that certain Strict Joint Order Escrow agreement identified as Escrow Number 22151137 (the “Original Escrow Agreement”), pursuant to which an escrow has been established with the Title Company, as “Escrowee” (the “Original Escrowee”), and into which Assignor initially deposited or caused to be deposited Forty Thousand and No/100 Dollars ($40,000.00) for a total Earnest Money Deposit of Forty Thousand and No/100 Dollars ($40,000.00) (the “Earnest Money”) to be applied as a credit at Closing.

D. Pursuant to the terms of this Agreement, Assignor desires to sell, convey, assign, transfer and deliver to Assignee, and Assignee desires to acquire from Assignor, all of Assignor’s right, title and interest in and to the Purchase Agreement to purchase the Property (the “Assigned Rights”) and Assignee desires to acquire the Assigned Rights from Assignor.

AGREEMENTS

In consideration of the recitals and the mutual covenants set forth below, the parties agree as follows:

1. Opening. Upon full execution of this Agreement by Assignor and Assignee, the parties shall deliver a fully executed copy of this Agreement to Thomas Title & Escrow Agency, Bryan Selna, bselna@thomastitle.com, (480) 429-4314 (the “Assignment Escrow Agent”) or other escrow agent approved by Assignee. The Assignment Escrow Agent shall open an escrow account (the “ Assignment Escrow”) for the purpose of the transaction contemplated herein. The costs of the Assignment Escrow shall be split evenly between Assignor and Assignee.

2. Assignment Deposit. Within three (3) days after Assignment Escrow is opened, Assignee will deposit the sum of $40,000 (the “Assignment Deposit”) into Assignment Escrow. The Assignment Deposit shall be held by Assignment Escrow Agent and disbursed in accordance with the terms of this Agreement. The Assignment Deposit is intended to reimburse Assignor for the Earnest Money under the Original Agreement that is currently held by the Original Escrowee. The Assignment Deposit is to only be released to Assignor upon Closing of the Assignment Escrow. If for any reason, the Closing of the Assignment Escrow does not take place, the Assignment Deposit will be fully refundable to the Assignee.

3. Assignment Fee. Within three (3) days after Assignment Escrow is opened, Assignee will deposit the sum of $185,000 (the “Assignment Fee”) into Assignment Escrow. The Assignment Fee shall be held by Assignment Escrow Agent and disbursed in accordance with the terms of this Agreement. Unless otherwise instructed by the Assignee, the Assignment Fee is to only be released per the following: (i) 72,000 of the Assignment Fee shall be released to Assignor or Assignor’s designees upon Closing of the Assignment Escrow, (ii) 88,000 of the Assignment Fee shall be released to Assignor or Assignor’s designees following the Store Opening under the Lease, and (iii) 25,000 of the Assignment Fee shall be released to Assignor or Assignor’s designees following the Store Opening under the Lease. If for any reason, the Closing of the Assignment Escrow does not take place, the Assignment Fee will be fully refundable to the Assignee.

4. Assignment Inspection Period.

(a) To the extent authorized by its rights under the Purchase Agreement, Assignor shall afford Assignee and Assignee’s representatives a continuing right to investigate the Property and conduct such inspections, studies, surveying, testing, design of improvements and other actions as Assignee deems, in its sole and absolute discretion, reasonable or necessary on the Property, commencing on the Effective Date and ending on the Closing or sooner termination of this Agreement. If Assignee determines, in Assignee’s sole and absolute discretion, that the Property is not suitable for Assignee’s purchase and use for any reason or no reason, Assignee may, at any time prior to the satisfaction of all the Conditions Precedent (the “Assignment Inspection Period”), elect by giving written notice to Assignor and Assignment Escrow Agent of Assignee’s election to terminate this Agreement, whereupon the Purchase Price Balance, Assignment Deposit and Assignment Fee (less the Independent Consideration defined below) shall be returned immediately to Assignee and any and all rights and obligations of the parties hereunder shall terminate (other than any such obligations which, by their express terms, survive any termination of this Agreement). If Assignee elects to proceed beyond the Assignment Inspection Period then Assignee may in its sole discretion give Assignor written notice of such election by delivering into the Assignment Escrow a counter-signed copy of Exhibit B, whereupon Assignee shall be deemed to have accepted the Property (subject to the Conditions Precedent and the terms of this Agreement) and the parties shall proceed to Closing. The provisions of this section shall survive the Closing or earlier termination of this Agreement.

(b) The Purchase Price Balance, Assignment Deposit and Assignment Fee shall remain fully refundable to Assignee until the expiration of the Assignment Inspection Period. The Assignment Deposit shall become non-refundable upon the expiration of the Assignment Inspection Period if Assignee has not previously terminated this Agreement. Notwithstanding the foregoing, the Purchase Price Balance, Assignment Deposit and Assignment Fee shall be refundable after the expiration of the Assignment Inspection Period upon, or if Escrow fails to close due to, an event of default by Assignor or the failure of a Condition Precedent to Closing.

5. Closing. Unless this Agreement is sooner terminated as permitted herein, the closing of the assignment and assumption of the Assigned Rights (“Closing”) shall occur through escrow with Assignment Escrow Agent on the same date and immediately prior to the close of escrow under the Purchase Agreement (the “Closing Date”). At Closing, subject to the Conditions Precedent set forth herein:

(a) Assignee shall have deposited into the Assignment Escrow and shall instruct its Assignment Escrow Agent to deposit into escrow with the Original Escrowee the sum of $1,210,000 representing the Purchase Price less Earnest Money (the “Purchase Price Balance”), and other prorations to be determined through Escrow, which sum shall represent the entire amount of consideration due and payable to Seller under the Purchase Agreement for the Property by Assignee.

(b) Assignor and Assignee shall execute and deliver to Assignment Escrow Agent an Assignment and Assumption Agreement in the form attached hereto as Exhibit B (the “Assignment Agreement”).

(c) The parties shall execute such documents and take such actions as may be reasonably required by Assignment Escrow Agent to effectuate the Closing.

(d) Assignor shall pay all transfer, stamp and other taxes arising from the conveyance of the Property (if not paid by Seller under the Purchase Agreement). Assignee shall pay the costs of recording the deed. Each party shall bear their own attorneys’ fees and transaction expenses (except as otherwise provided herein).

(e) Real estate taxes, assessments, improvement districts or similar matters shall be prorated as of the Closing, based upon the latest available information (with such pro-ration to be final). Assignor shall cause Seller (or if unable Assignor shall) pay all city and county documentary taxes related to the transfer of the Property. This section shall survive Closing.

6. Covenants, Representations and Warranties of Assignor. Assignor covenants, represents and warrants to Assignee that:

(a) The Purchase Agreement attached hereto as Exhibit C is a true, correct and complete copy of the Purchase Agreement and that there are no other amendments, agreements or understandings of any kind in place between Assignor and Seller with respect to the Assignor’s purchase of the Property or Business from Seller.

(b) With the sole exception of paragraph (c) below, prior to Closing, Assignor shall not amend or modify the Purchase Agreement without the express written consent of Assignee, which may be withheld in Assignee’s sole discretion.

(c) During the Assignment Inspection Period, Assignor shall cause the Purchase Agreement to be extended by Seller and Assignor, as parties thereto, such that the Closing Date under this Agreement will be the same date as the closing date under the Purchase Agreement.

(d) Assignor’s interest in the Assigned Rights is free and clear of any security interest, pledge, restriction, encumbrance, claim, lien or charge of any kind.

(e) There are not pending or uncured defaults or breaches of the Purchase Agreement by Assignor or Seller, nor have there been any events, acts or omissions which, with the passage of time for any applicable cure period, would constitute a breach or default of the Purchase Agreement.

(f) Assignor is not a “foreign person,” “foreign partnership,” “foreign trust” or “foreign estate” as those terms are defined in Section 1445 of the Internal Revenue Code.

(g) Assignor has the requisite power and authority to enter into this Agreement and all documents and agreements contemplated herein. This Agreement and documents and agreements contemplated herein, when executed, will be duly authorized by all necessary action on the part of Assignor and have been or will be duly executed and delivered by Assignor. Assignor’s execution, delivery and performance of this Agreement and of the documents and agreements contemplated herein will not conflict with or result in violation of any agreement by which Assignor is bound, any judgment, order or decree of any court or arbiter.

(h) Assignor has not received written notice nor has knowledge of any action, litigation, condemnation or proceeding of any kind pending or threatened against Assignor or against any portion of the Property. Assignor (A) has not applied for, or consented to, and is not is subject to the appointment of a receiver, trustee, custodian, liquidator or other similar official for itself or for all or a substantial part of its assets; (B) is not subject to a bankruptcy, insolvency, reorganization, liquidation, dissolution or similar proceeding, and has not admitted in writing its inability to pay its debts as they become due; (C) has not made an assignment for the benefit of creditors; (D) has not filed a petition or an answer seeking, consenting to, or acquiescing in a reorganization or an arrangement with creditors, or sought to take advantage of any bankruptcy law, insolvency law or other law for the benefit of debtors; or (E) has not filed an answer admitting the material obligations of a petition filed against it in any bankruptcy, insolvency, reorganization, liquidation, dissolution or similar proceeding. To the best of Assignor’s knowledge, Seller has not received written notice nor has knowledge of any action, litigation, condemnation or proceeding of any kind pending or threatened against Seller or against any portion of the Property.

(i) Neither Assignor nor Seller has received written notice from any governmental authority having jurisdiction over the Property of any violation of any applicable law, rule, regulation or code of any such governmental authority which has not been cured or remedied.

(j) Title to the Property is not subject to any liens or encumbrances other than those shown the title insurance commitment prepared by Stewart Title Guaranty Company (the “Assignor Title Commitment”).

(k) At Closing, Assignor will execute and deliver such documentation as Original Escrowee may require to cause Original Escrowee to update the Assignor Title Commitment to show Assignee as the proposed insured and to remove any and all exceptions or requirements relating to Assignor’s interest in any of the Assigned Rights.

(l) The representations and warranties of Assignor in this Agreement will survive Closing.

7. Assignee Conditions. Assignee shall not be obligated to close and may terminate this Agreement by written notice to Assignor if any of the following conditions are not satisfied at Closing (or other time period, as so stated) (collectively, the “Conditions Precedent”):

(a) Assignor or Seller shall not have transferred, encumbered or restricted any of the Property or any interest therein, or created or permitted to be created any easements on the Property or any leasehold or other interests therein without the express written consent of Assignee.

(b) All of Assignor’s representations and warranties contained in this Agreement were true and correct when given and remain true and correct as of the Closing Date, with the same effect as though such representations and warranties had been made or given at the Closing Date and Assignor shall have performed and complied in all respects with Assignor’s obligations under this Agreement which are to be performed or complied with by Assignor prior to or at the Closing, including without limitation, depositing in Escrow the documents required to be deposited by Assignor hereunder, and no event of default or breach by Seller shall have occurred and be continuing under this Agreement or the Purchase Agreement.

(c) Assignor shall have delivered appropriate notice and documentation to Seller as required by Section 14 of the Original Agreement.

(d) Assignor shall have executed and delivered to Assignee the Assignment Agreement and any other documents necessary to effectuate the Closing.

(e) There are no failed or unsatisfied conditions to closing under the Purchase Agreement, nor is there any breach or default by either party thereunder. The physical condition of the Property is in substantially the same on the Closing Date as on the Effective Date.

(f) Assignee (as “Landlord”) and JG-IL,LLC (as “Tenant”) shall have executed an absolute net lease agreement (the “Lease”) and any ancillary documents required by Landlord prior to the expiration of the Assignment Inspection Period, in all cases in form and substance acceptable to Assignee.

(g) Tenant and/or Assignor as the case may be, or other applicable persons, have received all licensing, permitting, regulatory and legal approvals beyond any applicable appeal or referendum period to operate a cannabis retail dispensary from any governmental authority having jurisdiction over the Property, such that the Property may, immediately following Closing, operate as a retail dispensary.

(h) Assignee shall have received from Original Escrowee an unconditional commitment to issue to Assignee, an ALTA extended coverage owner’s title policy (or equivalent) in Original Escrowee’s standard form as approved by Assignee, insuring Assignee as the fee owner of the Property subject only to the exceptions to title approved in writing by Assignee, in the total amount of the Purchase Price, which owner’s title policy shall include extended coverage and/or such endorsements as Assignee may request.

In the event that any of the foregoing conditions have not been satisfied or waived by Assignee as of the scheduled Closing Date, Assignee shall have the right to terminate this Agreement, in which event this Agreement will terminate (other than those obligations which expressly survive any termination of this Agreement) and Assignee shall be entitled to reimbursement of the Purchase Price Balance, Assignment Deposit and Assignment Fee.

8. Brokers.

(a) Assignor represents and warrants to Assignee that in connection with the transaction contemplated hereby, no third-party broker or finder has been engaged or consulted by Assignor or is entitled to compensation or commission in connection herewith. Assignor will defend, indemnify and hold harmless Assignee from and against any and all claims of Assignor Broker or any other brokers, finders or any like third party claiming any right to commission or compensation by or through acts of Assignor in connection herewith.

(b) Assignee represents and warrants to Assignor that in connection with the transaction contemplated hereby, no third-party broker or finder has been engaged or consulted by Assignee or is entitled to compensation or commission in connection herewith. Assignee will defend, indemnify and hold harmless Assignor from and against any and all claims of Assignee Broker or any other brokers, finders or any like third party claiming any right to commission or compensation by or through acts of Assignee in connection herewith.

9. Default.

(a) Assignor Default. If Assignor shall (i) fail to consummate the transaction contemplated herein when required to do so pursuant to the provisions hereof and Assignee is ready, willing and able to perform, or (ii) otherwise breach or default under any of the provisions of this Agreement, Assignee shall be entitled to: (A) terminate this Agreement and seek actual damages against Assignor, including but not limited to reimbursement of Assignee’s reasonable costs and expenses (including attorneys’ fees) relating to or arising out of this Agreement; (B) enforce specific performance of the terms, provisions and conditions of this Agreement; or (C) if such default relates to an indemnification obligation or a breach of a warranty or representation by Assignor that is discovered by Assignee after Closing, maintain a suit for actual damages incurred by Assignee as a result of such indemnification, breach or default. In no event will Assignor be liable for consequential or punitive damages.

(b) Assignee Default. If Assignee shall (i) fail to consummate the transaction contemplated herein when required to do so pursuant to the provisions hereof and Assignor is ready, willing and able to perform, or (ii) otherwise breach or default under any of the provisions of this Agreement, then Assignor’s sole and exclusive remedy shall be to terminate this Agreement and retain the Assignment Deposit as liquidated damages, in which event Assignee and Assignor shall be relieved of further obligations under this Agreement, at law or in equity. The parties acknowledge that the amount of actual damages which may be incurred by Assignor as a result of Assignee’s default would be impossible or extremely difficult to estimate, and the foregoing determination of liquidated damages is a reasonable estimate of said damages, in lieu of all of Assignor’s other rights and remedies at law or in equity. In no event will Assignee be liable for consequential or punitive damages.

10. Miscellaneous Provisions.

(a) Notices. All notices or other communications required or provided to be sent by either Assignor, Assignee or Assignment Escrow Agent shall be in writing and shall be sent (i) by United States Postal Service, postage prepaid, certified, return receipt requested; or (ii) by any nationally known next business day delivery service; or (iii) by courier; or (iv) by email transmission; or (v) in person. All notices shall be deemed to have been given two business days following deposit in the United States Postal Service or upon delivery if sent by next business day delivery service, courier, or personally delivered and upon confirmed transmission if sent via email. All notices shall be addressed to the party at the address below:

	If to Assignor, to:	Keystone Ventures, LLC
		418 Clinton Place
		River Forest, IL 60305
		Attn: Tim Hague
		Email Address: thague@keystoneeventuresllc.com

	If to Assignee, to:	ZP RE HOLDINGS, LLC
		8360 E. Raintree Drive, Ste. 230
		Scottsdale, Arizona 85260
		Attn: Zoned Properties, Inc.
		legal@zonedproperties.com

	If to Assignment
	Escrow Agent, to:	Thomas Title & Escrow Agency
		2930 E. Camelback Rd., Suite 200
		Phoenix, AZ 85016
		Attn: Bryan Selna
		Email: bselna@thomastitle.com

(b) Amendment and Modification. This Agreement may be amended, modified or supplemented only by written agreement of the parties.

(c) Waiver of Compliance. Any failure of one party to comply with any obligation, covenant, agreement or condition herein may be expressly waived in writing by the party benefiting from such obligation, covenant, agreement or condition, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

(d) Entire Agreement. This Agreement, together with the other agreements referred to herein, sets forth the entire agreement and understanding of the parties in respect of the subject matter contained herein, and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any party. This Agreement is for the sole benefit of Assignor and Assignee, and no third party is intended to be a beneficiary of this Agreement.

(e) Severability. The invalidity of any provision of this Agreement or portion of a provision shall not affect the validity of any other provision of this Agreement or the remaining portion of the applicable provision.

(f) Further Assurances. Upon reasonable request, from time to time, each party agrees that it shall execute and deliver all documents, make all rightful oaths, testify in any proceeding and do all other acts which may be necessary or desirable in the opinion of any other party to protect or record the rights of the other party arising under this Agreement, or to aid in the prosecution or defense of any rights arising therefrom, all without further consideration.

(g) Governing Law; Jury Trial Waiver. This Agreement shall be governed by and construed in accordance with the internal laws of the state where the Property is located. Exclusive venue for any claim or cause of action based upon or arising out of this Agreement shall be in Maricopa County, Arizona, and the exclusive jurisdiction for any such claim or cause of action shall be the Superior Court of Maricopa County, Arizona. THE PARTIES HEREBY WAIVE THEIR RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THE AGREEMENT, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS.

(h) Not an Offer. The delivery by one Party to the other of an unsigned copy of this Agreement is solely for the purpose of review by the other, and neither the delivery nor any prior communications between the Parties, whether oral or written, will in any way be construed as an offer by a Party, nor in any way imply that the Party is under any obligation to enter the transaction which is the subject of this Agreement. The signing of this Agreement by either Party constitutes an offer which will not be deemed accepted by other Party unless and until the other Party has signed this Agreement and delivered a duplicate original to other Party.

(i) Assignment. Assignee shall have the right to assign Assignee’s rights under this Agreement provided Assignee gives Assignor and Escrow Agent written notice of such assignment.

(j) Attorneys’ Fees. In the event of any action or proceeding at law or in equity between Assignor and Assignee (including an action or proceeding between Assignee and the trustee or debtor in possession while Assignor is a debtor in a proceeding under the Bankruptcy Code (Title 11 of the United States Code) or any successor statute to such code and including in any appellate proceeding) to enforce or interpret any provision of this Agreement or to protect or establish any right or remedy of either Party, the unsuccessful Party to such action or proceeding shall pay to the prevailing Party all costs and expenses, including without limitation reasonable attorneys’ and paralegals’ fees and expenses (including without limitation fees, costs and expenses of experts and consultants), incurred in such action or proceeding, or in connection with any appeal related thereto, together with all costs of enforcement and/or collection of any judgment or other relief. If such prevailing Party shall recover judgment in any such action, proceeding or appeal, such costs, expenses and attorneys’ and paralegals’ and others’ fees shall be included in and as a part of such judgment. All such costs and expenses incurred in enforcing a judgment shall be recoverable separately from and in addition to such judgment. The right to recover attorneys fees, costs and expenses under this Section shall be in addition to, and subject to, any limitation of remedies set forth in this Agreement.

(k) Counterparts; E-mail Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and both of which together will constitute one and the same document. This Agreement may be signed electronically in portable document format (“pdf”) and pdf signatures will be binding.

(l) Independent Consideration. The Assignment Deposit being delivered by Assignee includes the amount of One Hundred Dollars ($100.00) as independent consideration for Assignor’s executing this Agreement and granting the Assignment Inspection Period hereunder (the “Independent Consideration”), which shall be retained by Assignor in all instances. If the Closing occurs or if this Agreement is terminated for any reason, Assignment Escrow Agent shall first disburse to Assignor the Independent Consideration. The parties expressly acknowledge and agree that, except as otherwise provided for herein (a) the Independent Consideration plus Assignee’s agreement to pay the costs provided in this Agreement has been bargained for as consideration for Assignor’s execution and delivery of this Agreement and for Assignee’s review, inspection and termination rights pursuant to this Agreement, and (b) such consideration is adequate for all purposes under any applicable law or judicial decision.

[SIGNATURE PAGE FOLLOWS]

In Witness Whereof, the parties hereto have caused this Agreement to have been executed and delivered as of the Effective Date.

	ASSIGNOR:

	KEYSTONE VENTURES, LLC

	By:	/s/ Timothy B. Hague
	Name:
	Its:

	ASSIGNEE:

	ZP RE HOLDINGS, LLC

	By:	/s/ Bryan McLaren
	Name:	Bryan McLaren
	Its:	Authorized person

Exhibit 10.2

TENTH AMENDMENT TO PURCHASE AND SALE AGREEMENT

This TENTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Tenth Amendment”), is entered into on January 12, 2024 (“Tenth Amendment Effective Date”), by and among LAKESIDE BANK, AS TRUSTEE UNDER TRUST AGREEMENT DATES OCTOBER 7, 2004 AND KNOWN AS TRUST NUMBER 10-2749 and DANIEL KRAVETZ (collectively, the “Seller”), and KEYSTONE VENTURES LLC, an Illinois limited liability company, or its nominee (“Purchaser”).

WITNESSETH

WHEREAS, Seller and Purchaser’s Assignor, KEELER REAL ESTATE, LLC, entered into that Purchase and Sale Agreement, with an Effective Date of May 5, 2022 (the “Original Agreement”), relative to the real properties commonly known as 3449, 3451 & 3455 S. Ashland Ave., Chicago, Illinois (collectively, the “Property”);

WHEREAS, Seller and Purchaser have entered into that certain First Amendment to Purchase and Sale Agreement with a First Amendment Acceptance Date of July 26, 2022 (the “First Amendment”), that certain Second Amendment to Purchase and Sale Agreement with a Second Amendment Acceptance Date of October 6, 2022 (the “Second Amendment”) and that certain Third Amendment to Purchase and Sale Agreement with a Third Amendment Acceptance Date of January 28, 2023 (the “Third Amendment”); that certain Fourth Amendment to Purchase and Sale Agreement with a Fourth Amendment Acceptance Date of April 17, 2023 (the “Fourth Amendment”); that certain Fifth Amendment to Purchase and Sale Agreement with a Fifth Amendment Acceptance Date of May 26, 2023 (the “Fifth Amendment”); that certain Sixth Amendment to Purchase and Sale Agreement with a Sixth Amendment Acceptance Date of August , 2023 (the “Sixth Amendment”); that certain Seventh Amendment to Purchase and Sale Agreement with a Seventh Amendment Acceptance Date of September 29, 2023 (the “Seventh Amendment”); that certain Eighth Amendment to Purchase and Sale Agreement with a Eighth Amendment Acceptance Date of October 31, 2023 (the “Eighth Amendment”), and that certain Ninth Amendment to Purchase and Sale Agreement with a Ninth Amendment Effective Date of December 15, 2023 (and collectively the “Original Agreement as Amended”).

WHEREAS, Seller and Purchaser desire to amend certain terms and conditions of the Agreement.

NOW THEREFORE, in consideration of the premises set forth herein and for other valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

Inspection Period. The Inspection Period, as set forth in Section 6(b) of the Original Agreement as Amended has been completed, and Inspection Period has expired/waived.

Closing Date. Pursuant to Section 4 of the Original Agreement as Amended the Closing Date is hereby extended to no later than January 19, 2024.

Prorations. Pursuant to Section 10 (a) (i) of the Original Agreement as Amended tax prorations shall run only to August 31, 2023 irrespective of the actual closing date.

Earnest Money Non-refundable. The initial $20,000 earnest money deposit, along with the Additional Earnest Money paid per the Fifth Amendment of $10,000, as well as an additional $10,000 paid per the Sixth Amendment, as well as an additional $10,000 paid per the Seventh Amendment, as well an additional $20,000 paid per the Eighth Amendment (total Earnest Money now of $70,000 of which $40,000 only is to be credited) is to be fully non-refundable except in the case of a Seller default.

Successors and Assigns. This Tenth Amendment shall be binding upon and inure to the benefit of Seller and Purchaser and their respective successors and permitted assigns. It being further acknowledged and agreed that Keystone Ventures LLC as the current Purchaser intends to assign its rights to purchase the Property to an assignee, ZP RE HOLDINGS, LLC on or before the Closing Date.

No Other Modifications; Conflict. Except as expressly provided in this Tenth Amendment, all provisions of the Original Agreement as Amended remain in full force and effect and are not modified by this Tenth Amendment, and the parties hereby ratify and confirm each and every provision thereof. In the event of any conflict between the terms of the Original Agreement as Amended and the terms of this Tenth Amendment, the terms of this Tenth Amendment shall control.

Execution in Counterparts. This Tenth Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, and all such counterparts shall constitute this Tenth Amendment. To facilitate execution of this Tenth Amendment, the parties may execute and exchange by electronic mail, PDF counterparts of the signature pages. Signature pages may be detached from the counterparts and attached to a single copy of this Tenth Amendment to physically form one document.

Representations and Warranties. Seller and Purchaser represent and warrant to each other respectively that they have the requisite power and authority to enter into this Tenth Amendment; that all necessary and appropriate approvals, authorizations and other steps have been taken to effect the legality of this Tenth Amendment; and that the signatories executing this Tenth Amendment on behalf of Seller and Purchaser have been duly authorized and empowered to execute this Tenth Amendment on behalf of Seller and Purchaser, respectively; and that this Tenth Amendment is valid and binding.

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, the parties have executed this Tenth Amendment as of the Tenth Amendment Effective Date.

SELLER:	LAKESIDE BANK, AS TRUSTEE UNDER TRUST AGREEMENT DATES OCTOBER 7, 2004 AND KNOWN AS TRUST NUMBER 10-2749

	By:	/s/ Steve Kravetz
	Name:	Steve Kravetz
	Its:

	By:	/s/ Arnold Horwich
	Name:	Arnold Horwich
	Its:

PURCHASER:	KEYSTONE VENTURES LLC

	By:	/s/ Timothy B. Hague
		Timothy Hague, its Manager

NINTH AMENDMENT TO PURCHASE AND SALE AGREEMENT

This NINTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Ninth Amendment”), is entered into on December 15, 2023 (“Ninth Amendment Effective Date”), by and among LAKESIDE BANK, AS TRUSTEE UNDER TRUST AGREEMENT DATES OCTOBER 7, 2004 AND KNOWN AS TRUST NUMBER 10-2749 and DANIEL KRAVETZ (collectively, the “Seller”), and KEYSTONE VENTURES LLC, an Illinois limited liability company, or its nominee (“Purchaser”).

WITNESSETH

WHEREAS, Seller and Purchaser have entered into that certain First Amendment to Purchase and Sale Agreement with a First Amendment Acceptance Date of July 26, 2022 (the “First Amendment”), that certain Second Amendment to Purchase and Sale Agreement with a Second Amendment Acceptance Date of October 6, 2022 (the “Second Amendment”) and that certain Third Amendment to Purchase and Sale Agreement with a Third Amendment Acceptance Date of January 28, 2023 (the “Third Amendment”); that certain Fourth Amendment to Purchase and Sale Agreement with a Fourth Amendment Acceptance Date of April 17, 2023 (the “Fourth Amendment”); that certain Fifth Amendment to Purchase and Sale Agreement with a Fifth Amendment Acceptance Date of May 26, 2023 (the “Fifth Amendment”); that certain Sixth Amendment to Purchase and Sale Agreement with a Sixth Amendment Acceptance Date of August , 2023 (the “Sixth Amendment”); that certain Seventh Amendment to Purchase and Sale Agreement with a Seventh Amendment Acceptance Date of September 29, 2023 (the “Seventh Amendment”) and that certain Eighth Amendment to Purchase and Sale Agreement with a Eighth Amendment Acceptance Date of October 31, 2023 (the “Eighth Amendment”) (and collectively the “Original Agreement as Amended”).

WHEREAS, Seller and Purchaser desire to amend certain terms and conditions of the Agreement.

NOW THEREFORE, in consideration of the premises set forth herein and for other valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

Inspection Period. The Inspection Period, as set forth in Section 6(b) of the Original Agreement as Amended has been completed, and Inspection Period has expired/waived.

Closing Date. Pursuant to Section 4 of the Original Agreement as Amended the Closing Date is hereby extended to no later than January 12, 2024.

Prorations. Pursuant to Section 10 (a) (i) of the Original Agreement as Amended tax prorations shall run only to August 31, 2023 irrespective of the actual closing date.

Successors and Assigns. This Ninth Amendment shall be binding upon and inure to the benefit of Seller and Purchaser and their respective successors and permitted assigns. It being further acknowledged and agreed that Keystone Ventures LLC as the current Purchaser intends to assign its rights to purchase the Property to an assignee, ZP RE HOLDINGS, LLC shortly thereafter the Ninth Amendment Effective Date.

No Other Modifications; Conflict. Except as expressly provided in this Ninth Amendment, all provisions of the Original Agreement as Amended remain in full force and effect and are not modified by this Ninth Amendment, and the parties hereby ratify and confirm each and every provision thereof. In the event of any conflict between the terms of the Original Agreement as Amended and the terms of this Ninth Amendment, the terms of this Ninth Amendment shall control.

Execution in Counterparts. This Ninth Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, and all such counterparts shall constitute one Ninth Amendment. To facilitate execution of this Ninth Amendment, the parties may execute and exchange by electronic mail, PDF counterparts of the signature pages. Signature pages may be detached from the counterparts and attached to a single copy of this Ninth Amendment to physically form one document.

Representations and Warranties. Seller and Purchaser represent and warrant to each other respectively that they have the requisite power and authority to enter into this Ninth Amendment; that all necessary and appropriate approvals, authorizations and other steps have been taken to effect the legality of this Ninth Amendment; and that the signatories executing this Ninth Amendment on behalf of Seller and Purchaser have been duly authorized and empowered to execute this Ninth Amendment on behalf of Seller and Purchaser, respectively; and that this Ninth Amendment is valid and binding.

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, the parties have executed this Ninth Amendment as of the Ninth Amendment Effective Date.

SELLER:	LAKESIDE BANK, AS TRUSTEE UNDER TRUST AGREEMENT DATES OCTOBER 7, 2004 AND KNOWN AS TRUST NUMBER 10-2749

	By:	/s/ Steve Kravetz
	Name:	Steve Kravetz
	Its:

	By:	/s/ Arnold Horwich
	Name:	Arnold Horwich
	Its:

PURCHASER:	KEYSTONE VENTURES LLC

	By:	/s/ Timothy B. Hague
		Timothy Hague, its Manager

EIGHTH AMENDMENT TO PURCHASE AND SALE AGREEMENT

This EIGHTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Eighth Amendment”), is entered into on October 31, 2023 (“Eighth Amendment Effective Date”), by and among LAKESIDE BANK, AS TRUSTEE UNDER TRUST AGREEMENT DATES OCTOBER 7, 2004 AND KNOWN AS TRUST NUMBER 10-2749 and DANIEL KRAVETZ (collectively, the “Seller”), and KEYSTONE VENTURES LLC, an Illinois limited liability company, or its nominee (“Purchaser”).

WITNESSETH

WHEREAS, Seller and Purchaser have entered into that certain First Amendment to Purchase and Sale Agreement with a First Amendment Acceptance Date of July 26, 2022 (the “First Amendment”), that certain Second Amendment to Purchase and Sale Agreement with a Second Amendment Acceptance Date of October 6, 2022 (the “Second Amendment”) and that certain Third Amendment to Purchase and Sale Agreement with a Third Amendment Acceptance Date of January 28, 2023 (the “Third Amendment”); that certain Fourth Amendment to Purchase and Sale Agreement with a Fourth Amendment Acceptance Date of April 17, 2023 (the “Fourth Amendment”); that certain Fifth Amendment to Purchase and Sale Agreement with a Fifth Amendment Acceptance Date of May 26, 2023 (the “Fifth Amendment”) and that certain Sixth Amendment to Purchase and Sale Agreement with a Sixth Amendment Acceptance Date of August __, 2023 (the “Sixth Amendment”) and that certain Seventh Amendment to Purchase and Sale Agreement with a Seventh Amendment Acceptance Date of September 29, 2023 (the “Seventh Amendment”)

WHEREAS, Seller and Purchaser desire to amend certain terms and conditions of the Agreement.

NOW THEREFORE, in consideration of the premises set forth herein, Purchaser’s payment of the sum of $20,000 (“Additional Earnest Money” is not to be credited to the Purchase Price) and for other valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

Incorporation of Recitals. The Recitals set forth above are hereby incorporated herein to the same extent as if fully set forth herein. Any capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Original Agreement, First Amendment, Second Amendment or Third Amendment. The Original Agreement, First Amendment, Second Amendment, Third Amendment, Fourth Amendment, Fifth Amendment, Sixth Amendment and Seventh Amendment as amended hereby, is sometimes referred to herein as the “Agreement”.

Inspection Period. The Inspection Period, as set forth in Section 6(b) of the Original Agreement as been completed, and Inspection Period has expired/waived.

Closing Date. Pursuant to Section 4 of the Original Agreement the Closing Date is hereby extended to no later than December 15, 2023.

Prorations. Pursuant to Section 10 (a) (i) of the Original Agreement tax prorations shall run only to August 31, 2023 irrespective of the actual closing date.

Earnest Money Non-refundable. The initial $20,000, along with the Additional Earnest Money paid per the Fifth Amendment ($10,000) as well as an additional $10,000 paid per the Sixth Amendment, as well as an additional $10,000 paid per the Seventh Amendment, as well an additional $20,000 non-credited/non-refundable (unless Seller defaults) to be paid concurrent with execution of this Eighth Amendment at this time (total Earnest Money now of $70,000 of which $40,000 only is to be credited) is to be fully non-refundable except in the case of a Seller default.

Successors and Assigns. This Eighth Amendment shall be binding upon and inure to the benefit of Seller and Purchaser and their respective successors and permitted assigns. It being further acknowledged and agreed that Keystone Ventures LLC is now the purchaser as Igor Blumin assigned his rights to purchase the Property to Keystone Ventures LLC as of October __, 2023.

No Other Modifications; Conflict. Except as expressly provided in this Fourth Amendment, all provisions of the Original Agreement, First Amendment, Second Amendment and Third Amendment remain in full force and effect and are not modified by this Fourth Amendment, and the parties hereby ratify and confirm each and every provision thereof. In the event of any conflict between the terms of the Original Agreement, the First Amendment, the Second Amendment, the Third Amendment and the terms of this Fourth Amendment, the terms of this Sixth Amendment shall control.

Execution in Counterparts. This Sixth Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, and all such counterparts shall constitute one Sixth Amendment. To facilitate execution of this Fourth Amendment, the parties may execute and exchange by electronic mail, PDF counterparts of the signature pages. Signature pages may be detached from the counterparts and attached to a single copy of this Eighth Amendment to physically form one document.

Representations and Warranties. Seller and Purchaser represent and warrant to each other respectively that they have the requisite power and authority to enter into this Sixth Amendment; that all necessary and appropriate approvals, authorizations and other steps have been taken to effect the legality of this Fourth Amendment; and that the signatories executing this Sixth Amendment on behalf of Seller and Purchaser have been duly authorized and empowered to execute this Sixth Amendment on behalf of Seller and Purchaser, respectively; and that this Sixth Amendment is valid and binding.

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, the parties have executed this Sixth Amendment as of the Sixth Amendment Effective Date.

SELLER:	LAKESIDE BANK, AS TRUSTEE UNDER TRUST AGREEMENT DATES OCTOBER 7, 2004 AND KNOWN AS TRUST NUMBER 10-2749

	By:	/s/ Steve Kravetz
	Name:	Steve Kravetz
	Its:

	By:	/s/ Arnold Horwich
	Name:	Arnold Horwich
	Its:

PURCHASER:	KEYSTONE VENTURES LLC

	By:	/s/ Timothy B. Hague
		Timothy Hague, its Manager

SEVENTH AMENDMENT TO PURCHASE AND SALE AGREEMENT

This SEVENTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Seventh Amendment”), is entered into on September __, 2023 (“Seventh Amendment Effective Date”), by and among LAKESIDE BANK, AS TRUSTEE UNDER TRUST AGREEMENT DATES OCTOBER 7, 2004 AND KNOWN AS TRUST NUMBER 10-2749 and DANIEL KRAVETZ (collectively, the “Seller”), and IGOR BLUMIN company (“Purchaser”).

WITNESSETH

WHEREAS, Seller and Purchaser desire to amend certain terms and conditions of the Agreement.

NOW THEREFORE, in consideration of the premises set forth herein, Purchaser’s payment of the sum of $10,000 (“Additional Earnest Money” is not to be credited to the Purchase Price) and for other valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

Inspection Period. The Inspection Period, as set forth in Section 6(b) of the Original Agreement as been completed, and Inspection Period has expired/waived.

Closing Date. Pursuant to Section 4 of the Original Agreement the Closing Date is hereby extended to no later than October 30, 2023.

Prorations. Pursuant to Section 10 (a) (i) of the Original Agreement tax prorations shall run only to August 31, 2023 irrespective of the actual closing date.

Earnest Money Non-refundable. The initial $20,000, along with the Additional Earnest Money paid per the Fifth Amendment ($10,000) as well as an additional $10,000 paid per the Sixth Amendment, as well an additional $10,000 non-credited/non-refundable (unless Seller defaults) to be paid concurrent with execution of this Seventh Amendment at this time (total Earnest Money now of $50,000 of which $40,000 only is to be credited) is to be fully non-refundable except in the case of a Seller default.

Successors and Assigns. This Fourth Amendment shall be binding upon and inure to the benefit of Seller and Purchaser and their respective successors and permitted assigns.

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, the parties have executed this Sixth Amendment as of the Sixth Amendment Effective Date.

SELLER:	LAKESIDE BANK, AS TRUSTEE UNDER TRUST AGREEMENT DATES OCTOBER 7, 2004 AND KNOWN AS TRUST NUMBER 10-2749

	By:	/s/ Steve Kravetz
	Name:	Steve Kravetz
	Its:

	By:	/s/ Arnold Horwich
	Name:	Arnold Horwich
	Its:

PURCHASER:

	By:	/s/ Igor Blumin
		Igor Blumin

SIXTH AMENDMENT TO PURCHASE AND SALE AGREEMENT

This SIXTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Sixth Amendment”), is entered into on August __, 2023 (“Sixth Amendment Effective Date”), by and among LAKESIDE BANK, AS TRUSTEE UNDER TRUST AGREEMENT DATES OCTOBER 7, 2004 AND KNOWN AS TRUST NUMBER 10-2749 and DANIEL KRAVETZ (collectively, the “Seller”), and IGOR BLUMIN company (“Purchaser”).

WITNESSETH

WHEREAS, Seller and Purchaser desire to amend certain terms and conditions of the Agreement.

NOW THEREFORE, in consideration of the premises set forth herein, Purchaser’s payment of the sum of $10,000 (“Additional Earnest Money” to be credited to the Purchase Price) and for other valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

Incorporation of Recitals. The Recitals set forth above are hereby incorporated herein to the same extent as if fully set forth herein. Any capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Original Agreement, First Amendment, Second Amendment or Third Amendment. The Original Agreement, First Amendment, Second Amendment, Third Amendment, and Fourth Amendment, as amended hereby, is sometimes referred to herein as the “Agreement”.

Inspection Period. The Inspection Period, as set forth in Section 6(b) of the Original Agreement as been completed, and Inspection Period has expired/waived.

Closing Date. Pursuant to Section 4 of the Original Agreement the Closing Date is hereby extended to no later than September 30, 2023.

Prorations. Pursuant to Section 10 (a) (i) of the Original Agreement tax prorations shall run only to August 31, 2023 irrespective of the actual closing date.

Earnest Money Non-refundable. The initial $20,000, along with the Additional Earnest Money paid per the Fifth Amendment as well as an additional $10,000 to be paid concurrent with execution of this Sixth Amendment at this time (total Earnest Money now of $40,000) is to be fully non-refundable except in the case of a Seller default.

Successors and Assigns. This Fourth Amendment shall be binding upon and inure to the benefit of Seller and Purchaser and their respective successors and permitted assigns.

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, the parties have executed this Sixth Amendment as of the Sixth Amendment Effective Date.

SELLER:	LAKESIDE BANK, AS TRUSTEE UNDER TRUST AGREEMENT DATES OCTOBER 7, 2004 AND KNOWN AS TRUST NUMBER 10-2749

	By:	/s/ Steve Kravetz
	Name:	Steve Kravetz
	Its:

	By:	/s/ Arnold Horwich
	Name:	Arnold Horwich
	Its:

PURCHASER:

	By:	/s/ Igor Blumin
		Igor Blumin

FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT

This FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Fifth Amendment”), is entered into on May __, 2023 (“Fifth Amendment Effective Date’, )by and among LAKESIDE BANK, AS TRUSTEE UNDER TRUST AGREEMENT DATES OCTOBER 7, 2004 AND KNOWN AS TRUST NUMBER 10-2749 and DANIEL VETZ (collectively, the “Seller”) ,and KEELER REAL ESTATE, LLC, an Illinois limite liability company (“Purchaser”).

WITNESSETH

WHEREAS, Seller and Purchaser entered into that Purchase and Sale Agreement, with an Effective Date of May 5, 2022 (the “Original Agreement”), relative to the real roperties commonly known as 3449, 3451 & 3455 S. Ashland Ave., Chicago, Illinois (collectively, the “Property”);

WHEREAS, Seller and Purchaser have entered into that certain First Amendment to Purchase and Sale Agreement with a First Amendment Acceptance Date of July 26, 022 (the “First Amendment”), that certain Second Amendment to Purchase and Sale Agreement with a Second Amendment Acceptance Date of October 6, 2022 (the “Second Amendment”) and that certain Third Amendment to Purchase and Sale Agreement with a Third Amendment Acceptance Date of January 28, 2023 (the “Third Amendment”); and that certain Fourth Amendment to Purchase and Sale Agreement with a Fourth Amendment Acceptance Date of April 17, 2023 (the “Fourth Amendment”)

WHEREAS, Seller and Purchaser desire to amend certain terms and conditions of the Agreement.

Incorporation of Recitals. The Recitals set forth above are hereby incorporated herein to the same extent as if fully set forth herein. Any capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Original Agreement, First Amendment, Second Amendment or Third Amendment. The Original Agreement, First Amendment, Second Amendment, Third Amendment, and Fourth Amendment, as amended hereby, is sometimes referred to herein as the “Agreement”.

Earnest Money Non-refundable. The initial $20,000, along with the Additional Earnest Money paid at this time (total Earnest Money of $30,000) is hereby deemed non-refundable except in the case of a Seller default. At the direction and request of the Seller, the Earnest Money shall be released from escrow to Seller Instanter.

Inspection Period. The Inspection Period, as set forth in Section 6(b) of the Agreement, is hereby amended to run through and including 6:00 p.m. Chicago time on July 31, 2023.

Assignment of Purchase Agreement/ Successors and Assigns.

	A.	Purchaser hereby assigns the Purchase and Sale Agreement to Igor Blumin who assumes all rights and obligations of the Purchase and Sale Agreement and as part of this assignment the Seller hereby releases Keeler Real Estate, LLC

This Fifth Amendment shall be binding upon and inure to the benefit of Seller and Purchaser and their respective successors and permitted assigns.

No Other Modifications; Conflict. Except as expressly provided in this Fifth Amendment, all provisions of the Original Agreement, First Amendment, Second Amendment and Third Amendment remain in full force and effect and are not modified by this Fifth Amendment, and the parties hereby ratify and confirm each and every provision thereof. In the event of any conflict between the terms of the Original Agreement, the First Amendment, the Second Amendment, the Third Amendment and the terms of this Fourth Amendment, the terms of this Fifth Amendment shall control.

Execution in Counterparts. This Fifth Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, and all such counterparts shall constitute one Fifth Amendment. To facilitate execution of this Fifth Amendment, the parties may execute and exchange by electronic mail, PDF counterparts of the signature pages. Signature pages may be detached from the counterparts and attached to a single copy of this Fifth Amendment to physically form one document.

Representations and Warranties. Seller and Purchaser represent and warrant to each other respectively that they have the requisite power and authority to enter into this Fifth Amendment; that all necessary and appropriate approvals, authorizations and other steps have been taken to effect the legality of this Fourth Amendment; and that the signatories executing this Fifth Amendment on behalf of Seller and Purchaser have been duly authorized and empowered to execute this Fifth Amendment on behalf of Seller and Purchaser, respectively; and that this Fifth Amendment is valid an binding.

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, the parties have executed this Fifth Amendment as of the Fifth Amendment Effective Date.

SELLER:	LAKESIDE BANK, AS TRUSTEE UNDER TRUST AGREEMENT DATES OCTOBER 7, 2004 AND KNOWN AS TRUST NUMBER 10-2749

	By:	/s/ Steve Kravetz
	Name:	Steve Kravetz
	Its:

	By:	/s/ Arnold Horwich
	Name:	Arnold Horwich
	Its:

PURCHASER:	KEELER REAL ESTATE, LLC,
	an Illinois limited liability company

	By:	/s/ Edwin Vdovets
		Edwin Vdovets, Manager

ASSIGNEE:

	By:
		Igor Blumin

FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT

This FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Fourth Amendment”), is entered into on April 17^th, 2023 (“Fourth Amendment Effective Date”), by and among LAKESIDE BANK, AS TRUSTEE UNDER TRUST AGREEMENT DATES OCTOBER 7, 2004 AND KNOWN AS TRUST NUMBER 10-2749 and DANIEL KRAVETZ (collectively, the “Seller”), and KEELER REAL ESTATE, LLC, an Illinois limited liability company (“Purchaser”).

WITNESSETH

WHEREAS, Seller and Purchaser entered into that Purchase and Sale Agreement, with an Effective Date of May 5, 2022 (the “Original Agreement”), relative to the real properties commonly known as 3449, 3451 & 3455 S. Ashland Ave., Chicago, Illinois (collectively, the “Property”);

WHEREAS, Seller and Purchaser have entered into that certain First Amendment to Purchase and Sale Agreement with a First Amendment Acceptance Date of July 26, 2022 (the “First Amendment”), that certain Second Amendment to Purchase and Sale Agreement with a Second Amendment Acceptance Date of October 6, 2022 (the “Second Amendment”) and that certain Third Amendment to Purchase and Sale Agreement with a Third Amendment Acceptance Date of January 28, 2023 (the “Third Amendment”); and

WHEREAS, Seller and Purchaser desire to amend certain terms and conditions of the Agreement.

NOW THEREFORE, in consideration of the premises set forth herein and for other valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

Incorporation of Recitals. The Recitals set forth above are hereby incorporated herein to the same extent as if fully set forth herein. Any capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Original Agreement, First Amendment, Second Amendment or Third Amendment. The Original Agreement, First Amendment, Second Amendment and Third Amendment, as amended hereby, is sometimes referred to herein as the “Agreement”.

Inspection Period. The Inspection Period, as set forth in Section 6(b) of the Original Agreement, is hereby amended to run through and including 6:00 p.m. Chicago time on May 31, 2023.

Successors and Assigns. This Fourth Amendment shall be binding upon and inure to the benefit of Seller and Purchaser and their respective successors and permitted assigns.

Execution in Counterparts. This Fourth Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, and all such counterparts shall constitute one Fourth Amendment. To facilitate execution of this Fourth Amendment, the parties may execute and exchange by electronic mail, PDF counterparts of the signature pages. Signature pages may be detached from the counterparts and attached to a single copy of this Fourth Amendment to physically form one document.

Representations and Warranties. Seller and Purchaser represent and warrant to each other respectively that they have the requisite power and authority to enter into this Fourth Amendment; that all necessary and appropriate approvals, authorizations and other steps have been taken to effect the legality of this Fourth Amendment; and that the signatories executing this Fourth Amendment on behalf of Seller and Purchaser have been duly authorized and empowered to execute this Fourth Amendment on behalf of Seller and Purchaser, respectively; and that this Fourth Amendment is valid and binding.

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, the parties have executed this Fourth Amendment as of the Fourth Amendment Effective Date.

SELLER:	LAKESIDE BANK, AS TRUSTEE UNDER TRUST AGREEMENT DATES OCTOBER 7, 2004 AND KNOWN AS TRUST NUMBER 10-2749

	By:	/s/ Steve Kravetz	4/14/2023
	Name:	Steve Kravetz
	Its:

	By:	/s/ Arno1d Horwich	4/17/2023
	Name:	Arno1d Horwich
	Its:

PURCHASER:	KEELER REAL ESTATE, LLC,
	an Illinois limited liability company

	By:	/s/ Edwin Vdovets
		Edwin Vdovets, Manager

THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT

This THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Third Amendment”), is entered into on January 28, 2023 (“Third Amendment Effective Date”), by and among LAKESIDE BANK, AS TRUSTEE UNDER TRUST AGREEMENT DATES OCTOBER 7, 2004 AND KNOWN AS TRUST NUMBER 10-2749 and DANIEL KRAVETZ (collectively, the “Seller”), and KEELER REAL ESTATE, LLC, an Illinois limited liability company (“Purchaser”).

WITNESSETH

WHEREAS, Seller and Purchaser have entered into that certain First Amendment to Purchase and Sale Agreement with a First Amendment Acceptance Date of July 26, 2022 (the “First Amendment”) and that certain Second Amendment to Purchase and Sale Agreement with a Second Amendment Acceptance Date of October 6, 2022 (the “Second Amendment”); and

WHEREAS, Seller and Purchaser desire to amend certain terms and conditions of the Agreement.

NOW THEREFORE, in consideration of the premises set forth herein and for other valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

Incorporation of Recitals. The Recitals set forth above are hereby incorporated herein to the same extent as if fully set forth herein. Any capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Original Agreement, First Amendment, or Second Amendment. The Original Agreement, First Amendment and Second Amendment, as amended hereby, is sometimes referred to herein as the “Agreement”.

Inspection Period. The Inspection Period, as set forth in Section 6(b) of the Original Agreement, is hereby amended to run through and including 6:00 p.m. Chicago time on April 30, 2023.

Closing Date. The Closing Date, as defined in Section 4 of the Original Agreement, is hereby amended to be thirty (30) days after the expiration of the Inspection Period, or as otherwise mutually agreed upon in writing by Purchaser and Seller.

Successors and Assigns. This Third Amendment shall be binding upon and inure to the benefit of Seller and Purchaser and their respective successors and permitted assigns.

No Other Modifications; Conflict. Except as expressly provided in this Third Amendment, all provisions of the Original Agreement, First Amendment and Second Amendment remain in full force and effect and are not modified by this Third Amendment, and the parties hereby ratify and confirm each and every provision thereof. In the event of any conflict between the terms of the Original Agreement, the First Amendment, the Second Amendment and the terms of this Third Amendment, the terms of this Third Amendment shall control.

Execution in Counterparts. This Third Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, and all such counterparts shall constitute one Third Amendment. To facilitate execution of this Third Amendment, the parties may execute and exchange by electronic mail, PDF counterparts of the signature pages. Signature pages may be detached from the counterparts and attached to a single copy of this Third Amendment to physically form one document.

Representations and Warranties. Seller and Purchaser represent and warrant to each other respectively that they have the requisite power and authority to enter into this Third Amendment; that all necessary and appropriate approvals, authorizations and other steps have been taken to effect the legality of this Third Amendment; and that the signatories executing this Third Amendment on behalf of Seller and Purchaser have been duly authorized and empowered to execute this Third Amendment on behalf of Seller and Purchaser, respectively; and that this Third Amendment is valid and binding.

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, the parties have executed this Third Amendment as of the Third Amendment Effective Date.

SELLER:	LAKESIDE BANK, AS TRUSTEE UNDER TRUST AGREEMENT DATES OCTOBER 7, 2004 AND KNOWN AS TRUST NUMBER 10-2749

	By:	/s/ Steve Kravetz
	Name:
	Its:	Trustee

	By:	/s/ Arno1d Horwich
	Name:
	Its:	Trustee

PURCHASER:	KEELER REAL ESTATE, LLC,
	an Illinois limited liability company

	By:	/s/ Edwin Vdovets
		Edwin Vdovets, Manager

SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT

This SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Second Amendment”), is entered into on September ___, 2022 (“Second Amendment Effective Date”), by and among LAKESIDE BANK, AS TRUSTEE UNDER TRUST AGREEMENT DATES OCTOBER 7, 2004 AND KNOWN AS TRUST NUMBER 10-2749 and DANIEL KRAVETZ (collectively, the “Seller”), and KEELER REAL ESTATE, LLC, an Illinois limited liability company (“Purchaser”).

WITNESSETH

WHEREAS, Seller and Purchaser desire to amend certain terms and conditions of the Agreement.

NOW THEREFORE, in consideration of the premises set forth herein and for other valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

Incorporation of Recitals. The Recitals set forth above are hereby incorporated herein to the same extent as if fully set forth herein. Any capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement or First Amendment. The Original Agreement and First Amendment, as amended hereby, is sometimes referred to herein as the “Agreement”.

Earnest Monev. The Earnest Money deposited pursuant to the Agreement is in all circumstances refundable to Purchaser, until and unless Closing has completed. If Purchaser elects to terminate the Agreement, the Earnest Money shall be returned to Purchaser.

Closing Date. The Closing Date as defined in Section 4 of the Original Agreement is hereby amended to March 10, 2023, or as otherwise mutually agreed upon in writing by Purchaser and Seller.

Post-Closing Escrow. At Closing, Seller shall deposit the sum of Eighty-Two Thousand Five Hundred and No/100 Dollars ($82,500.00) (the “Holdback Funds”) into an escrow account with the Title Company (“Escrow Account”). The Holdback Funds shall be held in the Escrow Account, pursuant to the terms and conditions of a certain holdback escrow agreement (the “Holdback Escrow Agreement”), entered into by Purchaser, Seller and the Title Company at Closing. The Holdback Escrow Agreement shall be consistent with the terms of this Second Amendment. Any and all fees and/or costs associated with the Escrow Account shall be paid by Seller. Seller’s liability will be limited to the amount of “Holdback Funds”.

Use of Holdback Funds. The Purchaser shall be permitted, in its sole and absolute discretion up to Sixty Thousand and 00/100 Dollars $60,000.00), to use Holdback Funds in the following manner:

For costs and expenses related to any and all environmental cleanup or remediation (the “Remediation”) of the Property, as determined by Purchaser, including but not limited to (i) any process or procedure required to be undertaken or completed to obtain an NFR and comply with any applicable laws, rules, regulations or other legal requirements of any governmental or quasi-governmental entities; (ii) the use of qualified environmental consultants and counsel; and (iii) the cost of testing and retesting the Property.

The Purchaser may, in its sole and absolute discretion, and upon written notice to Seller, assign all of Purchaser’s rights under the provisions of this Section 5.

For any costs and expenses related to Remediation, greater than Sixty Thousand and 00/100 Dollars ($60,000.00), but less than Eighty Two Thousand Five Hundred and 00/100 Dollars ($82,500.00), Buyer must send written notice to Seller for approval.

The Title Company shall release Holdback Funds to Purchaser upon Purchaser’s unilateral discretion.

Remediation Commencement. Purchaser shall have the right to engage contractors and other parties for the Remediation. The Purchaser shall be permitted to commence Remediation prior to or after Closing. In the event Purchaser elects to begin Remediation prior to Closing, Seller shall cooperate with Purchaser’s Remediation, including but not limited to, executing all proposals, applications, submissions, or documents of any type that shall be required to undertake Remediation of the Property and providing access to the Property for Purchaser and Purchaser’s agents and contractors. Seller shall be responsible for all costs related to the Remediation that occurs prior to Closing and nothing herein shall be construed to limit Seller’s obligation to convey the Property to Purchaser lien-free.

Remaining Proceeds. At the conclusion of the Remediation, and upon issuance of the NFR, Purchaser and Seller shall direct the Title Company to release any remaining Holdback Funds to Seller immediately.

Inspection Period. The Inspection Period, as set forth in Section 6(b) of the Agreement, is hereby amended to run through and including 6:00 p.m. Chicago time on February 10, 2023.

Successors and Assigns. This Second Amendment shall be binding upon and inure to the benefit of Seller and Purchaser and their respective successors and permitted assigns.

No Other Modifications; Conflict. Except as expressly provided in this Second Amendment, all provisions of the Agreement and First Amendment remain in full force and effect and are not modified by this Second Amendment, and the parties hereby ratify and confirm each and every provision thereof. In the event of any conflict between the terms of the Agreement, the First Amendment, and the terms of this Second Amendment, the terms of this Second Amendment shall control.

10.

Execution in Counterparts. This Second Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, and all such counterparts shall constitute one Second Amendment. To facilitate execution of this Second Amendment, the parties may execute and exchange by electronic mail, PDF counterparts of the signature pages. Signature pages may be detached from the counterparts and attached to a single copy of this Second Amendment to physically form one document.

11.

Representations and Warranties. Seller and Purchaser represent and warrant to each other respectively that they have the requisite power and authority to enter into this Second Amendment; that all necessary and appropriate approvals, authorizations and other steps have been taken to effect the legality of this Second Amendment; and that the signatories executing this Second Amendment on behalf of Seller and Purchaser have been duly authorized and empowered to execute this Second Amendment on behalf of Seller and Purchaser, respectively; and that this Second Amendment is valid and binding.

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, the parties have executed this Second Amendment as of the Second Amendment Effective Date.

SELLER:	LAKESIDE BANK, AS TRUSTEE UNDER TRUST AGREEMENT DATES OCTOBER 7, 2004 AND KNOWN AS TRUST NUMBER 10-2749

	By:	/s/ Steve Kravetz
	Name:	Steve Kravetz
	Its:

	By:	/s/ Arnold Horwich
	Name:	Arno1d Horwich
	Its:

PURCHASER:	KEELER REAL ESTATE, LLC,
	an Illinois limited liability company

	By:	/s/ Edwin Vdovets
	Name:	Edwin Vdovets
	Its:	Manager

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT

This FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “First Amendment”), is entered into on July 26, 2022 (“First Amendment Acceptance Date”), by and among LAKESIDE BANK, AS TRUSTEE UNDER TRUST AGREEMENT DATES OCTOBER 7, 2004 AND KNOWN AS TRUST NUMBER 10-2749 and DANIEL KRAVETZ (collectively, the “Seller”), and KEELER REAL ESTATE, LLC, an Illinois limited liability company (“Purchaser”).

WITNESSETH

WHEREAS, Seller and Purchaser entered into that Purchase and Sale Agreement, with an Effective Date of May 5, 2022 (the “Agreement”), relative to the real properties commonly known as 3449, 3451 & 3455 S. Ashland Ave., Chicago, Illinois (collectively, the “Property”); and

WHEREAS, Seller and Purchaser desire to amend certain terms and conditions of the Agreement.

NOW THEREFORE, in consideration of the premises set forth herein and for other valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

Environmental Phase II Report. Seller and Purchaser desire to obtain a Phase II environmental site assessment report for the Property (the “Phase II”). Upon the full execution of this First Amendment, Purchaser will cause a qualified professional to conduct a Phase II based on the findings set fort in the Phase I environmental site assessment report. Seller agrees to provide the contractor access to the Property for purposes of conducting the Phase II, and also approves of invasive testing at the Property to the extent the contractor deems necessary to complete the Phase II. If the Phase II shows that there is no contamination of the Property and that no cleanup is recommended, then Purchaser shall be solely responsible for the full cost of the Phase II and shall promptly make payment directly to contractor upon receipt of an invoice from contractor. If the Phase II discloses contamination or recommends cleanup of the Property, then Seller agrees to be solely responsible for the full cost of the Phase II and shall promptly make payment directly to contractor upon receipt of an invoice from contractor. The Parties will then review the scope of work necessary to remediate the Property and will negotiate in good faith towards a plan to cause the Illinois EPA Bureau of Land to issue a No Further Remediation (“NFR”) letter for the Property prior to Closing.

Inspection Period. The Inspection Period, as set forth in Section 6(b) of the Agreement, is hereby amended to run through and including 6:00 p.m. Chicago time on the date that is one hundred ninety (90) days after the First Amendment Acceptance Date, or as otherwise mutually agreed upon by Seller and Purchaser.

Successors and Assigns. This First Amendment shall be binding upon and inure to the benefit of Seller and Purchaser and their respective successors and permitted assigns.

No Other Modifications; Conflict. Except as expressly provided in this First Amendment, all provisions of the Agreement remain in full force and effect and are not modified by this First Amendment, and the parties hereby ratify and confirm each and every provision thereof. In the event of any conflict between the terms of the Agreement and the terms of this First Amendment, the terms of this First Amendment shall control.

Execution in Counterparts. This First Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, and all such counterparts shall constitute one First Amendment. To facilitate execution of this First Amendment, the parties may execute and exchange by electronic mail, PDF counterparts of the signature pages. Signature pages may be detached from the counterparts and attached to a single copy of this First Amendment to physically form one document.

Representations and Warranties. Seller and Purchaser represent and warrant to each other respectively that they have the requisite power and authority to enter into this First Amendment; that all necessary and appropriate approvals, authorizations and other steps have been taken to effect the legality of this First Amendment; and that the signatories executing this First Amendment on behalf of Seller and Purchaser have been duly authorized and empowered to execute this First Amendment on behalf of Seller and Purchaser, respectively; and that this First Amendment is valid and binding.

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, the parties have executed this First Amendment as of the First Amendment Effective Date.

SELLER:	LAKESIDE BANK, AS TRUSTEE UNDER TRUST AGREEMENT DATES OCTOBER 7, 2004 AND KNOWN AS TRUST NUMBER 10-2749

	By:	/s/ Steve Kravetz
	Name:	Steve Kravetz
	Its:

	By:	/s/ Arnold Horwich
	Name:	Arnold Horwich
	Its:

PURCHASER:	KEELER REAL ESTATE, LLC,
	an Illinois limited liability company

	By:	/s/ Edwin Vdovets
	Name:	Edwin Vdovets
	Its:	Manager

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of this 5^th day of MAY , 2022 (the “Effective Date”), LAKESIDE BANK, AS TRUSTEE UNDER TRUST AGREEMENT DATED OCTOBER 7, 2004 AND KNOWN AS TRUST NUMBER 10-2749 (the “Land Trust”) and DANIEL KRAVETZ, beneficiary of the Land Trust (the “Beneficiary”, and collectively with the Land Trust, known herein as the “Seller”), xand KEELER REAL ESTATE, LLC, an Illinois limited liability company (the “Purchaser”).

RECITALS:

A. Defined terms are indicated by initial capital letters. Defined terms shall have the meaning set forth herein, no matter if such terms are used before or after the definitions are set forth.

B. Seller is the fee simple owner of certain real property legally described in Exhibit A attached hereto and commonly known as 3449, 3451 & 3455 S. Ashland Ave., Chicago, Illinois 60608 (including, without limitation, all appurtenant rights such as the right, title and interest of Seller in and to any alleys, strips or gores adjoining such land, and any easements, rights-of-way or other interests in, on, under or to, any land, highway, street, road, right-of-way or avenue, open or proposed, in, on, under, across, in front of, abutting or adjoining such land, and any of Seller’s rights to sewers, parking areas, curbs, curb cuts, sidewalks, landscaping, signage, mineral rights, water rights and all development and air rights relating to such land) (collectively, the “Land”) and all buildings, fixtures and other improvements situated on the Land (collectively, the “Improvements”).

C. Seller desires to sell to Purchaser, and Purchaser desires to purchase from Seller, the Land and the Improvements, together with all of the other property and interests of Seller described in Section 1 below, all in accordance with and subject to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser agree as follows:

AGREEMENTS:

1. AGREEMENT FOR PURCHASE AND SALE. Subject to and in accordance with the terms and provisions of this Agreement, Seller agrees to sell and Purchaser agrees to purchase the Land and Improvements, together with all of Seller’s right, title and interest in the following:

(a) the equipment, fixtures and personal property located at, or used in connection with the ownership, operation and maintenance of the Land or the Improvements (collectively, the “Personal Property”);

(b) the Surviving Service Contracts (as hereinafter defined), if any; and

(c) including: (1) marketing or promotional materials specific to the Land and Improvements, if any,; (2) the plans and specifications and all other architectural and engineering drawings for the Improvements, if any; (3) warranties, guaranties, indemnities and claims of architects, contractors, suppliers and others, if any; (4) surveys, engineering reports and other technical information relating to the Land or Improvements, if any; (5) contract rights related to the construction, operation, ownership, maintenance, use, leasing, service, or management of the Land and Improvements, if any (but only to the extent assignable and only to the extent Seller’s obligations thereunder are expressly assumed by Purchaser pursuant to this Agreement); (6) governmental permits, approvals, licenses, or similar documents, if any; and (7) other property owned or held by Seller relating to the design, construction, ownership, use, leasing, maintenance, service, or operation of the Land and Improvements, if any (collectively referred to herein as the “intangibles”).

The Land, Improvements, Personal Property, Surviving Service Contracts, and Intangibles and other property described above are collectively referred to herein as the “Property”.

2. PURCHASE PRICE. The purchase price for the Property (the “Purchase Price”) shall be One Million Two Hundred Fifty Thousand and No/100 Dollars ($1,250,000.00). Purchaser shall pay the Purchase Price to Seller at Closing by immediately available funds, less a credit for the Earnest Money (which shall be delivered to Seller at Closing); provided, however, that the Purchase Price shall be adjusted to reflect the prorations between Purchaser and Seller set forth in Section 10 below and elsewhere in the Agreement

3. EARNEST MONEY. Within three (3) Business Days after the Effective Date, Purchaser shall deposit with First American Title Insurance Company, at their office located at: 30 N. LaSalle St., Suite 2220, Chicago, IL 60602, attention: John Beckstedt (the “Title Company”), as escrow agent, the sum of Twenty Thousand and No/100 Dollars ($20,000.00), in good funds as an earnest money deposit (the “Earnest Money”). The Title Company shall hold the Earnest Money in escrow as escrow agent for the benefit of Purchaser and Seller in strict accordance with the terms and provisions of this Agreement and pursuant to the Title Company’s standard form of sole order escrow agreement, the terms of which shall be modified to conform with the terms of this Agreement (the “Escrow Agreement”). Whenever the Earnest Money is by the terms hereof to be disbursed by the Title Company, Seller and Purchaser agree promptly to execute and deliver such notice or notices as shall be necessary or, in the opinion of the Title Company, appropriate to authorize the Title Company to make such disbursement. If Purchaser elects to terminate the Agreement pursuant to the terms of Section 6(d) or 6(e), the Title Company shall release the Earnest Money to Purchaser upon Purchaser’s unilateral direction. Upon expiration of both the Inspection Period (as hereinafter defined), if Purchaser does not elect to terminate this Agreement, the Earnest Money shall be non-refundable except in the event of a Seller default or as otherwise expressly provided herein. If the transaction contemplated by this Agreement is consummated, the Earnest Money shall be delivered to Seller and credited against the Purchase Price at Closing.

4. CLOSING. Subject to the terms and conditions of this Agreement, the closing of the transaction contemplated by this Agreement (the “Closing”) shall take place at the Title Company no later than the date that is the later of thirty (30) days after the expiration of the (i) Inspection Period; and (ii) Title and Survey Review Period (as defined herein), or at such other time and place to which the parties may mutually agree in writing (such date being referred to herein as the “Closing Date”). Closing shall occur through an escrow established with the Title Company. Neither party is required to be present at the actual Closing. Upon the creation of such escrow, the transfer and conveyance of the Property, payment of funds and delivery of all instruments and other documents shall be made through the escrow in accordance with Purchaser’s or Seller’s respective escrow instructions to the Title Company, so long as such instructions are not in conflict with this Agreement (in which case the terms of this Agreement shall control). Actual recordation of the transaction documents and issuance of the final Title Policy (as defined herein) shall not occur until after the purchase and sale hereunder has closed and funds have been disbursed, with the Title Company bearing the risk for the “gap” between disbursement and recordation (subject to delivery of a reasonable and customary gap undertaking required from Seller and/or Purchaser by the Title Company). The cost of the deed and money New York style escrow shall be divided equally between Seller and Purchaser; provided that any closing escrow costs that relate solely to any acquisition loan obtained by Purchaser shall be borne solely by Purchaser.

5. TITLE AND SURVEY.

(a) Conveyance of Title. Seller shall convey the Property to Purchaser at Closing by Deed (as defined herein), conveying marketable and insurable title to the Property (including, without limitation, fee simple title to the Land and Improvements) subject only to current city, state and county ad valorem property taxes not yet due and payable and all other exceptions on the Title Commitment (as defined below), other than those exceptions objected to or deemed objected to by Purchaser in accordance with the terms of this Section (the “Permitted Exceptions”).

(b) Delivery of Title. Within ten (10) Business Days after the Effective Date, Seller shall deliver to Purchaser, at Seller’s expense, a current title commitment for a 2021 ALTA Owner’s Policy issued by the Title Company in the amount of the Purchase Price, dated after the Effective Date, covering title to the Land and Improvements and showing title in Seller, together with legible copies of each of the documents underlying the title exceptions listed therein (collectively, the “Title Commitment”). At Closing, Seller shall cause the Title Company to deliver to Purchaser the Owner’s Title Insurance Policy that is to be issued pursuant to the Title Commitment with extended coverage over the standard exceptions and with any endorsements to the Title Policy (or to any lender’s policy required by Purchaser’s lender (if any)) which Purchaser or its lender desires beyond extended coverage (the “Title Policy”). Seller shall pay the premium for the Title Policy with extended coverage and any endorsements Seller elects to obtain to address title or survey matters. Purchaser shall pay the premium for any lender’s title policy and for any additional endorsements (except for extended coverage and those Seller elects to obtain to address title or survey matters). Purchaser’s receipt of the Title Policy with extended coverage, together with any endorsements thereto requested by Purchaser, shall be a condition to Purchaser’s obligation to close.

(c) Delivery of Survey. Within twenty-one (21) days after the Effective Date, Seller shall deliver to Purchaser, at Seller’s expense, a new survey of the Land and Improvements dated after the Effective Date, prepared by a land surveyor licensed in Illinois and otherwise reasonably acceptable to Purchaser (the “Survey”).Seller shall cause the Survey to be certified to Purchaser, Purchaser’s lender, if any, Seller, the Title Company and such other parties as Purchaser elects. The Survey shall include items 1-4, 6(a), 7(a), (b)(l) and (2) and (c), 8, 9, l l(b), 13, 14, 16 and 18 of Table A of the Minimum Standard Detail Requirements Adopted in 2021.

(d) Title and Survey Review Period. Within ten (10) Business Days after Purchaser has received both the Title Commitment and the Survey from Seller, Purchaser shall furnish Seller with a written statement of title and survey matters to which Purchaser objects (an “Objection Statement”). All matters contained in the Title Commitment and the Survey to which Purchaser does not so object shall be deemed to be Permitted Exceptions. Purchaser shall also have the right to examine, or cause to be examined, title and survey to the Property at any time or times after such initial title and survey examination and prior to Closing and to furnish Seller with a written statement or statements (a “Subsequent Objection Statement”) of any and all additional matters, other than Permitted Exceptions, which affect the title to the Property or the use thereof and which arise or first appear of record from and after the effective date of the Title Commitment or which first appear on any subsequent revision to the Survey, as applicable, and to which Purchaser objects. Notwithstanding anything to the contrary contained herein, Purchaser is deemed to have rejected, without any need for notice, all mortgages, attachments, judgments, delinquent property taxes and assessments, other encumbrances or liens that can be removed by the payment of a sum of money (“Monetary Liens”). Seller shall have until five (5) Business Days after receipt of any Objection Statement (or, with respect to any Subsequent Objection Statement, the earlier to occur of three (3) Business Days after receipt of such Subsequent Objection Statement, or two (2) Business Days before the Closing Date, as applicable), to give formal written notice (“Seller’s Title Response”) to Purchaser as to whether or not Seller will agree to correct all matters described in such statement, except with respect to Monetary Liens, which Seller shall remove or cure at Closing with the proceeds from the Purchase Price. If Seller does not agree to correct all matters described in any Objection Statement or Subsequent Objection Statement, then Purchaser, at its option exercised by written notice to Seller provided within three (3) Business Days after receipt of Seller’s Title Response (with the Closing Date to be postponed, if necessary, to give the benefit of the full three (3) Business Day period) (“Purchaser’s Election Period”), may: (x) decline to purchase the Property and terminate this Agreement, in which event Purchaser shall receive a full refund of the Earnest Money and the parties hereto shall have no further rights or obligations hereunder whatsoever, except for those rights and obligations that, by the express terms hereof, survive any termination hereof, or (y) with respect to matters which Seller is required to cure hereunder, require Seller by action of specific performance (and recover Purchaser’s reasonable attorneys’ fees and costs in connection with Purchaser’s specific performance action) or otherwise to exercise diligent and good faith efforts to cure such matters and convey the Property to Purchaser in accordance with the terms of this Agreement; or (z) waive such matters and proceed to Closing with a reduction in the Purchase Price by such amounts that are of a definite and ascertainable amount and can be so determined. In the event that Purchaser fails to provide Seller with such written election during Purchaser’s Election Period, Purchaser shall be deemed to have elected to terminate this Agreement as provided in clause (x) above. Should Purchaser accept, by written waiver, Seller’s interest in the Property subject to matters in addition to the Permitted Exceptions, such acceptable matters shall thereafter be deemed to be Permitted Exceptions. The “Title and Survey Review Period” expires after Purchaser makes its election during the Purchaser’s Election Period.

6. INSPECTION PERIOD; ZONING CONTINGENCY PERIOD.

(a) Delivery of Property Information. On or before the date that is three (3) Business Days after the Effective Date, Seller shall deliver to Purchaser, at no cost to Purchaser, all documents or other information in the possession or control of or readily available to Seller or its agents related to due diligence of the Property (the “Property Information”), including, without limitation, the following: (i) existing surveys (including site plans, maps and subdivision plats, ALTA, boundary and topographic surveys of the Property); (ii) any and all service contracts, equipment, labor or materials contracts, maintenance or repair contracts, or other agreements that are in force and effect and affect the Property or the management, leasing, operation, repair, or maintenance thereof (the “Service Contracts”); (iii) Seller’s existing title policy and underlying title documents (including copies of original deeds and platting documents); (iv) books and records relating to ownership and operation of the Property, including operating statements; (v) plans and specifications for the existing Improvements, if any; (vi) any existing permits or licenses for the operation of the Property and zoning information (including any property zoning reports or zoning verification letters); (vii) insurance certificates for Seller and schedule of any pending insurance claims, if any; (viii) all third-party reports affecting the Property (including, but not limited to, phase I and phase II environmental reports, boring logs and soil and geotechnical reports, engineering, structural and roof reports); (ix) copies of real estate tax statements for the Property for the current tax year and last three (3) prior tax years; (x) copies of all utility bills relating to the Property for the immediately prior twelve (12) month period; (xi) a listing of all pending or threatened litigation against Seller with respect to claims regarding or relating to the Property; (xii) copies of all warranties regarding the Property, if any, in the possession of Seller; (xiii) copies of all capital expenditure reports, if any; (xiv) a current trustee’s certification with respect to Seller issued by Lakeside Bank; and (xv) such other information as Purchaser may reasonably request. Seller shall have an ongoing obligation during the pendency of this Agreement to provide Purchaser with any type of Property Information which is created or modified in any respect after the commencement of the Effective Date. Following delivery of all Property Information, Seller shall provide to Purchaser a certificate certifying that Seller has delivered to Purchaser all Property Information (“Property Information Certificate”). Seller shall have an ongoing obligation during the pendency of this Agreement to provide Purchaser with any type of Property Information which is created or modified in any respect after the commencement of the Effective Date.

(b) Inspection by Purchaser. For the period of time from the Effective Date through 6:00 p.m. Chicago time on the date which is ninety (90) days after the date that the Property Information Certificate is received by Purchaser (as the same may be extended as expressly provided herein, the “Inspection Period”), Purchaser and its agents shall have the right to investigate the materials related to and the physical condition of the Property, including, without limitation, the right to (i) review title and survey matters relating to the Property; (ii) enter the Property to examine the physical (both above and below ground), environmental and other conditions of the same and conduct physical surveys, environmental studies, engineering and geophysical feasibility tests of the Property (including sampling) as Purchaser shall determine are reasonably necessary or appropriate, provided that Seller shall have the right to have an agent or representative of Seller present during any such inspections; ) (iii) to access and investigate the utilities and drainage systems servicing the Property; (iv) to review the Property Information; and (v) to perform other reasonable due diligence to decide, in Purchaser’s sole discretion whether the Property is satisfactory. Seller hereby agrees to cooperate in connection with Purchaser’s inspection of the Property permitted hereunder. Seller further agrees that Purchaser, its agents, employees, representatives, or contractors shall be provided promptly, upon written request, such information as shall be reasonably necessary to examine the Property and the condition thereof and as shall be in the possession or control of or readily available to Seller or Seller’s agents.

(c) Purchaser’s Indemnification. Purchaser shall indemnify, defend, and hold Seller harmless from and against any claims, injuries, citations, damages, and any and all other items caused by Purchaser, directly or through persons acting on behalf of Purchaser, while Purchaser or persons acting on behalf of Purchaser are accessing the property. The foregoing indemnity is inapplicable if the claims, injuries, citations, damages, or any and all other items are caused by or resulting from: (a) any acts or omissions of Seller; (b) Seller’s negligence; and/or (c) any preexisting, dangerous, illegal, or defective condition at the Property or conditions or damages merely discovered by Purchaser, but not originally caused by Purchaser, its agents or employees.

(d) Service Contracts. To the extent that any Service Contract exists and is assignable, on or prior to the expiration of the Inspection Period, Purchaser may deliver written notice to Seller designating which Service Contracts, if any, Purchaser desires to assume, and if Purchaser elects to assume such Service Contracts, such Service Contracts shall be the “Surviving Service Contracts” that are assigned to Purchaser at Closing (and if Purchaser fails to make such election, Purchaser shall be deemed to not assume any such Service Contract). Seller shall be responsible for any assignment fees applicable to the Surviving Service Contracts and shall pay such fees at Closing. Seller shall be responsible for the termination of all Service Contracts other than the Surviving Service Contracts and the payment of any termination fees or any other amounts due thereunder. The existing management contract and any existing leasing or brokerage agreement for the Property shall be terminated at Closing and in no event shall such contracts be a Surviving Service Contract.

(e) Purchaser’s Termination Right — Inspection Period. Purchaser, in its sole and absolute discretion, for any reason or no reason, may terminate this Agreement in writing delivered to Seller and the Title Company, at or before the expiration of the lnspection Period, and upon the unilateral direction of Purchaser, receive a return of all Earnest Money, whereupon the parties hereto shall have no further rights or obligations hereunder whatsoever, except for those rights and obligations that, by the express terms hereof, survive any termination hereof. Except as otherwise set forth herein, Purchaser shall be deemed to have elected to not terminate this Agreement unless, prior to the expiration of the Inspection Period, Purchaser shall have given a written notice to Seller that Purchaser has elected to terminate the Agreement.

7. REPRESENTATIONS AND WARRANTIES. As a material inducement to Purchaser to execute this Agreement and consummate this transaction, Seller warrants and represents to Purchaser as of the Effective Date and continuing through and including Closing, the following with respect to the Property:

(a) Authority. Seller has the right, power and authority to (i) execute, deliver and perform this Agreement and all agreements and documents contemplated hereby and (ii) to convey the Property in accordance with the terms and conditions of this Agreement. This Agreement and all documents to be executed by Seller and delivered to Purchaser hereunder constitutes the legal, valid and binding obligation of Seller enforceable in accordance with its terms and do not or will not contravene any provision of Seller’s trust documents or any existing laws and regulations applicable to Seller or the Property and do not and will not conflict with or result in a violation of any agreements, instrument, order, writ, judgment or decree to which Seller is a party or is subject or which governs or impacts the Property. To Seller’s knowledge, no order, permission, consent, approval, license, authorization, registration or validation of, or filing with, or exemption by, any governmental agency, commission, board or public authority is required to authorize, or is required in connection with, the execution, delivery and performance of this Agreement by Seller. The individual(s) executing this Agreement on behalf of Seller is/are duly authorized to execute, deliver and perform this Agreement on behalf of Seller and to bind Seller.

(b) Ownership of Property. Seller has fee simple title to the Land and Improvements and unencumbered title to the Personal Property, Service Contracts, and Intangibles, if any, and no person or entity has any right of first refusal, option or similar rights to acquire any interest in the Property or any part thereof.

(c) Obligations under Property Agreements. (i) The obligations of Seller or the Property with regard to any applicable covenants, easements and restrictions against the Property have been and are being performed in a proper and timely manner, (ii) Seller is not currently in default under any agreement, order, judgment or decree relating to the Property, nor is any other party to such agreement relating to the Property in default, (iii) no conditions or circumstances exist which, with the giving of notice or passage of time, or both, would constitute a default or breach with respect to any of the foregoing in (i) and (ii), and (iv) all amounts due and payable under such agreements have been paid.

(d) Property Occupancy. The Purchaser shall receive vacant possession of the Property on the Closing Date.

(e) No Other Agreements. Other than the Service Contracts, Permitted Exceptions and this Agreement, there are no other agreements or instruments in force or effect that grant to any person whomsoever or any entity whatsoever (i) any right or option to purchase the Property, (ii) any rights relating to the use, operation, management, maintenance, or repair of all or any part of the Property which would extend beyond the Closing.

(f) No Litigation. There is no pending litigation, proceeding or dispute and, to Seller’s knowledge, no threatened litigation, proceeding or dispute, against Seller with respect to the Property or against the Property or with respect thereto; nor has Seller received any notice of any violations of law, municipal or county ordinances, or other legal requirements with respect to the Property (or any part thereof) or with respect to the use, occupancy, or construction thereof. In the event Seller receives notice of any such violations affecting the Property prior to the Closing, Seller shall promptly notify Purchaser thereof.

(g) No Condemnation. Seller has received no written notice of any action or proceeding pending or instituted for condemnation or other taking of all or any part of the Property by voluntary disposition or statutory proceeding, nor to Seller’s knowledge does any such action or proceeding exist.

(h) Zoning. Seller has received no written notice of any proceeding to change the zoning classification of the Property or the conditions applicable thereto and shall not itself apply for or acquiesce in any such change; and Seller has received no notice of any violation of any requirement or condition to such zoning classification which is applicable to the Property. The Property is in full compliance with all applicable current zoning laws and ordinances.

(i) Foreign Person. Seller is not a “foreign person” as that term is defined in Section 1445 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated pursuant thereto.

(j) Notices of Violation. Seller has not received notice (i) concerning the widening, change or grade or limitation on use of streets abutting the same or concerning any special taxes or assessments levied or to be levied against the Property or any part thereof or (ii) from any insurance company or bonding company of any defects or inadequacies in the Property or any part thereof, which would adversely affect the insurability of the same or cause the imposition of extraordinary premiums or charges therefor or of any termination or threatened termination of any policy of insurance or bond. Seller has no knowledge of nor has Seller received from any governmental authority having jurisdiction over the Property any notice that all or any portion of the Property was or is in violation of any applicable federal, state or local environmental law, rule or regulation (collectively, “Violations”), or (y) that any substance or material now or hereafter defined, listed or designated as hazardous, toxic, a pollutant, waste or otherwise harmful to human health or the environment under any applicable law, statute, rule, regulation or ordinance (collectively, “Hazardous Materials”) previously existed or currently exist on or at the Property.

(k) Insurance. Seller maintains with a company of recognized financial responsibility licensed to do business in the State of Illinois an all risk replacement cost insurance policy or policies insuring against loss or damage to the Improvements and Personal Property (if any) owned by Seller or for which Seller has a responsibility to insure, by fire and such other casualties as are customarily included in all risk insurance. There is no pending or outstanding claims under any insurance policies covering the Property.

(l) No Management Contracts, Employment Contracts, Unions, Pension Plans. Seller has not entered into any management contracts, there are no employment contracts or labor union contracts to which Seller is a party or, that affect the Property, and Seller has not established any retirement, pension or profit sharing plans relating to the operation or maintenance of the Property which shall survive the time of Closing or for which Purchaser shall have any liability or obligation. Purchaser is not required to continue the employment of any employees of Seller or any property manager after the Closing Date and Seller or its property manager shall be responsible for any costs associated with the termination of any employees at the Property employed either by Seller’s property manager or otherwise.

(m) Taxes. At Closing, Seller will have paid all taxes, assessments, and other governmental charges imposed by law upon the Property or Seller, or those arising in connection with this sale, which are due and payable on or before Closing (collectively, “Taxes”). If Seller has commenced tax reduction proceedings with respect to the Property, Seller shall disclose all details regarding same to Purchaser during the Inspection Period and Purchaser will have the right to prosecute or settle same and Purchaser shall be entitled to that portion of any refund relating to the period from and after the Closing. Seller shall use commercially reasonable efforts to cooperate with Purchaser if Purchaser contests the Taxes and shall execute and deliver any documents and instruments reasonably requested by Seller in furtherance of the contest of such Taxes. If Seller has not commenced any tax appeals or tax assessment reduction proceedings, Seller may not commence such proceedings without Purchaser’s prior written consent.

(n) Condition of the Property. At Closing, the Property shall be in the same condition as of the Effective Date, damage by casualty and reasonable wear and tear excepted.

(o) Hazardous Materials. To Seller’s knowledge, (i) there are no underground storage tanks on the Property; (ii) no underground storage tanks have been removed from the Property during Seller’s ownership of the Property; (iii) no enforcement, cleanup, removal or other governmental or regulatory actions are threatened or pending against Seller, the Property or any land immediately adjacent to the Property; and (iv) no claims have been made by any third party or other person with respect to the Property relating to damage, contribution, cost recovery, compensation, loss or injury resulting from Hazardous Materials.

(p) Unrecorded Easement; Agreements Affecting the Property. To Seller’s knowledge, there are no off-record easements, encumbrances or other agreements affecting title to, or creating a lien or charge upon, the Property except as may be disclosed on the Survey or the Title Commitment.

(q) Property Information. The Property Information and all other documents delivered to Purchaser pursuant to this Agreement are true, complete and correct in all material respects.

(r) Compliance with Law. Seller has no knowledge of any violation by Seller of the Patriot Act, the Bank Secrecy Act, 31 U.S.C. Section 5311 et. seq., the Trading with the Enemy Act, 50 U.S.C. App. Section 1 et. seq., the International Emergency Economic Powers Act, 50 U.S.C. Section 1701 et. seq., and the sanction regulations promulgated pursuant thereto by the OFAC, as well as laws relating to prevention and detection of money laundering in 18 U.S.C. Sections 1956 and 1957. Seller is currently in compliance with and shall at all times during the term of this Agreement (including any extension thereof) remain in compliance with the regulations of OFAC including those named on OFAC’s Specially Designated Nationals and Blocked Persons List) and any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action relating thereto.

(s) Liens; Bulk Sale. There have been no enforceable liens for unpaid taxes filed against Seller’s business nor is there any liability due and/or owed with respect to any bulk sales or transfers related to sale of the Property as contemplated in this Agreement. Seller has not received any notices from any governmental or quasi-governmental agencies related to the foregoing. Seller shall hold Purchaser harmless from and against any and all losses, costs, expenses, charges and liabilities (including, without limitation, court costs and attorneys’ and accountants’ fees) that relate to any bulk sale or successor liability due as a result of any liens for unpaid taxes that have been filed against Seller or its business.

At Closing, Seller shall represent and warrant to Purchaser by delivering to Purchaser a certificate (the “Seller’s Representation Certificate”) certifying to Purchaser that: (i) all representations and warranties of Seller in this Agreement remain true, correct and complete in all material respects as of the Closing Date; and (ii) that all covenants required to be performed by Seller prior to the Closing Date have been performed, in all material respects. Purchaser may terminate this Agreement, declare Seller in default of the terms hereof and receive the Earnest Money if Seller fails to deliver Seller’s Representation Certificate at Closing without any material exception or qualification, except as to exceptions or qualifications which are permitted or contemplated pursuant to Section 7 hereof. If the Seller is a trust, the representations and warranties made herein shall be made by and on behalf of the Beneficiary of the Seller and the Beneficiary of Seller shall be responsible for any and all liability arising after Closing.

The representations and warranties of Seller under this Agreement shall survive for a period of nine (9) months following the Closing Date (such period, the “Survival Period”).

References to ‘‘Seller’s knowledge”, the “knowledge” or “best knowledge” of Seller shall refer to the actual knowledge of Seller without any independent investigation. Seller makes no representations as to the accuracy or completeness of the documents provided.

Except as is otherwise expressly provided in this Agreement or the Seller’s Deposits, Seller hereby specifically disclaims any warranty (oral or written) concerning: (i) the nature and condition of the Property and the suitability thereof for any and all activities and uses that Purchaser elects to conduct thereon; (ii) the manner, construction, condition and state of repair or lack of repair of the Improvements; and (iii) the compliance of the Land and the Improvements or their operation with any laws, rules, ordinances or regulations of any government or other body. EXCEPT AS IS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT OR THE SELLER’S DEPOSITS, THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON A STRICTLY “AS IS” “WHERE IS” BASIS AS OF THE CLOSING DATE, AND SELLER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT IN NO WAY LIMITED TO, ANY WARRANTY OF QUANTITY, QUALITY, CONDITION, HABITABILITY, MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, ANY IMPROVEMENTS LOCATED THEREON OR ANY SOIL CONDITIONS RELATED THERETO.

PURCHASER SPECIFICALLY ACKNOWLEDGES THAT PURCHASER IS NOT RELYING ON (AND SELLER HEREBY DISCLAIMS AND RENOUNCES) ANY REPRESENTATIONS OR WARRANTIES MADE BY OR ON BEHALF OF SELLER OF ANY KIND OR NATURE WHATSOEVER, EXCEPT FOR THOSE PARTICULAR REPRESENTATIONS AND WARRANTIES EXPRESSLY PROVIDED IN THIS AGREEMENT OR SELLER’S DEPOSITS. PURCHASER REPRESENTS TO SELLER THAT PURCHASER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS PURCHASER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OF, OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO, ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE LAND OR THE IMPROVEMENTS, AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY, OR ON BEHALF OF, SELLER, ITS AGENTS AND EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS AND WARRANTIES OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT OR SELLER’S DEPOSITS. UPON CLOSING, EXCEPT AS EXPRESSLY SET FORTH HEREIN, PURCHASER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER’S INVESTIGATIONS, AND EXCEPT AS SET FORTH HEREIN, PURCHASER, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED SELLER FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER, AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY, EXCEPT ARISING FROM SELLER’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD.

NOTWITHSTANDING ANY SEEMING CONTRADICTION, IT IS AGREED AND UNDERSTOOD THAT THE AS-IS PROVISIONS OF THIS SECTION 8 ARE LIMITED SO AS TO NOT BE CONSTRUED AS DIMINISHING OR NEGATING (A) SELLER’S RESPONSIBILITY FOR ANY REPRESENTATIONS OR WARRANTIES PROVIDED HEREIN, OR (B) ANY OTHER REPRESENTATIONS OR WARRANTIES SET FORTH TN THE SELLER’S DEPOSITS AT CLOSING.

8. SELLER’S ADDITIONAL COVENANTS. From and after the Effective Date of this Agreement to the date and time of Closing, Seller does hereby further covenant and agree as follows:

(a) Governmental Compliance. Seller shall, at Seller’s expense, comply and cause the Property to comply with all applicable laws and the requirements of all orders and directives of any governmental authority, or agency or instrumentality thereof, having jurisdiction over the Property or the use or occupancy thereof, and with any direction pursuant to law, or any public officer or officers that shall impose any duty upon Seller with respect to the Property or the use, occupancy, or control thereof, the conduct of any business therein, or the construction thereof or of any alterations thereto (such laws, orders, directives, directions, duties or other such requirements are collectively, the “Compliance Laws”). In the event that, at any time prior to Closing, Seller receives written notice from any government authority, agency or instrumentality having jurisdiction over the Property or the use or occupation thereof that Seller or the Property is in violation, breach or noncompliance with any Compliance Laws, Seller shall, at Seller’s expense, cause Seller and the Property to become in compliance with such Compliance Laws.

(b) Maintenance. Seller shall (i) maintain and operate the Property, at its expense, in substantially the same manner as Seller has maintained and operated it prior to the Effective Date of this Agreement and shall deliver the Property to Purchaser at Closing in the same condition as on the Effective Date hereof, normal wear and tear and casualty excepted, and (ii) make all payments and perform all other obligations of Seller as and when required by all agreements, Service Contracts and loan documents affecting, related to, or encumbering the Property.

(c) Hazardous Waste. In the event Seller shall receive written notice of any contemplated or threatened action or investigation regarding any of the matters set forth in Section 7(j) or 7(o) with respect to environmental matters or in the event that either Seller or Purchaser shall become aware of any present matters which may cause any of the representations or warranties set forth in Section 7(j) or 7(o) with respect to environmental matters to be or become false, inaccurate or misleading in a material manner (whether or not Seller had knowledge thereof), Seller shall promptly provide written notice thereof to Purchaser and Purchaser shall have the right, by delivering written notice to Seller within five (5) days after notice from Seller detailing such contemplated or threatened action or investigation or such present matter (with the Closing Date to be postponed, if necessary, to give both parties the benefit of the full five (5) day period) to elect either to (i) terminate this Agreement and all of its obligations under this Agreement, whereupon all of the Earnest Money shall be returned to Purchaser and this Agreement shall become null and void and no party shall have any further right, duty or obligation under this Agreement except those that survive a termination hereof; or (ii) consummate the purchase of the Property without any credit against the Purchase Price.

(d) lnsurance. Seller shall, at its expense, continue to keep in existence (or cause to be kept in existence) all fire and extended coverage insurance policies, and all public liability insurance policies, which are in existence as of the Effective Date with respect to the Property. All risk of loss in and to the Property shall remain vested in Seller until the Closing.

(e) Leases. Seller will not enter into any leases or occupancy agreements (whether oral or written).

(f) Service Contracts; Leasing Commissions. A true, complete and accurate list of all of the Service Contracts is set forth in Exhibit D hereof; Seller has delivered to Purchaser true, complete and accurate copies of such Service Contracts; there are no contracts or agreements, written or oral, affecting the operation of the Property (including without limitation management, maintenance, service, supply, purchase, consulting, advertising, promotion, public relations and construction contracts, agreements, commitments, guarantees and warranties), which will survive Closing and be binding upon Purchaser or its assignee, except the Surviving Service Contracts, all such Surviving Service Contracts are in full force and effect in accordance with their respective provisions; and Seller has no knowledge of, and has received no notice of, any default, or claim of default, on the part of any party to any Service Contract. There are no brokerage or similar agreements affecting the Property nor is Seller liable for, nor is the Property subject to any lien rights relating to any brokerage or leasing commissions, finder’s fees or similar fees with respect to the Property.

(g) Marketing; Other Agreements. Seller shall cease all efforts to market the Property either directly or through agents and, as part thereof, Seller shall not advertise the Property for sale or negotiate or discuss offers from another person or entity for the purchase of the Property, Seller shall not entertain or solicit bids with respect to the sale of the Property, or enter into any agreement with respect to the sale of the Property. Except as permitted herein, Seller shall not enter into any transaction with respect to or affecting the Property, which would affect or bind Purchaser following the Closing Date, nor shall Seller sell encumber or grant any interest in the Property, or any part thereof, in any form or manner whatsoever or otherwise perform or permit any act that would prevent Seller’s full performance of its obligations hereunder. Seller shall indemnify Purchaser (and any affiliate of Purchaser named in any action or claim) and hold Purchaser harmless from and against any and all losses, costs, expenses, charges and liabilities (including, without limitation, court costs and attorneys’ and accountants’ fees) arising out of or connected to any action or claim made by any prospective purchaser, other than Purchaser.

(h) Cooperation with Purchaser. Seller shall permit Purchaser and its agents to enter onto the Property for the purpose of making inspections of the Property, including, without limitation, such inspections as Purchaser shall deem desirable in order to ascertain the truth and accuracy of any representations contained herein.

(i) Capital Projects. Except as may be required of Seller to comply with the terms of this Agreement, Seller shall not, without Purchaser’s prior written consent, make any alterations, changes or other modifications to the Property or commit to or undertake any capital projects or similar transactions.

(j) Bulk Sales Compliance. To the full extent required by law, Seller shall indemnify and hold Purchaser harmless from and against any and all claims, costs, penalties, damages, losses, liabilities and expenses (including reasonable attorneys’ fees) relating to any and all bulk sales liability to the State of Illinois Department of Revenue, the State of Illinois Department of Employment Security, the Cook County Department of Revenue Tax Compliance Unit, the Chicago Department of Finance Tax Division Bulk Sales Unit and such other governmental entities in connection with Seller’s ownership of the Property, which indemnification obligation shall survive the Closing without limitation. Notwithstanding the above, Seller shall notify the State of Illinois Department of Revenue, the State of Illinois Department of Employment Security, the Cook County Department of Revenue Tax Compliance Unit, the Chicago Department of Finance Tax Division Bulk Sales Unit and such other governmental entities as are required by law, to use commercially reasonable efforts to obtain either so-called “clearance letters” indicating that no amounts are required to be withheld at Closing or “withholding certificates” indicating such amounts that shall be withheld in escrow pending Seller’s filing of final tax returns with the State of Illinois, Cook County and the City of Chicago, provided, however, it is acknowledged and agreed that Seller’s failure to obtain the “clearance letters” or “withholding certificates” shall not delay closing. If stop-orders or directives to similar effect are issued by the State of Illinois Department of Revenue, the State of Illinois Department of Employment Security, the Cook County Department of Revenue Tax Compliance Unit, the Chicago Department of Finance Tax Division Bulk Sales Unit, or any other governmental body (“Bulk Sales Stop Orders”), then the sum of each stop order will be withheld from the proceeds due Seller at Closing and retained in escrow with the Title Company until a final determination has been reached by said issuers that: (a) Seller is not subject to any tax; (b) any tax due is thereafter paid; or (c) no tax is due and that there are no other claims being asserted. The parties acknowledge that final clearance of any Bulk Sales Stop Orders or similar withholding requirement may be obtained post-Closing, provided that that until the delivery of such final clearances, Seller shall indemnify Purchaser and hold Purchaser harmless from and against any and all liability, cost, expense or other obligation that Purchaser may incur relating to or arising from a claim against Seller by any governmental authorities for which clearances are not delivered at Closing.

(k) Violations. Seller shall remove, at Seller’s sole cost and expense, any and all Violations from the Property; provided that, if Seller is unable to cure any such Violations prior to Closing, Seller shall deposit sufficient funds with the Title Company at Closing in order for the Title Company to insure over same (if a title exception) and to cover the cost to cure such Violations (at least one and one-half times the cost to cure). Any funds remaining after such cure is affected shall be paid to Seller.

(m) Delivery of Vacant Property. Seller shall deliver the vacant Property to Purchaser on the Closing Date, free and clear of any lease or agreement to lease.

9. DELIVERY OF CLOSING DOCUMENTS.

(a) Seller’s Deposits. Seller shall deliver to Purchaser (or the Title Company, as applicable) at Closing the following documents (all of which shall be duly executed and acknowledged where required) and all in form and substance reasonably acceptable to Purchaser and the Title Company (which shall be a condition precedent to Purchaser’s obligation to close the transaction contemplated by this Agreement):

(i) a recordable trustee’s deed with warranties and covenants consistent with a special warranty deed (the “Deed”), subject only to the Permitted Exceptions;

(ii) a Bill of Sale from and executed by the Land Trust and Beneficiary, in the form of Exhibit B attached hereto;

(iii) a counterpart of the Assignment and Assumption Agreement, from and executed by the Beneficiary, in the form of Exhibit C, attached hereto (“Assignment and Assumption”);

(iv) an affidavit of title in customary form, from and executed by the Beneficiary;

(v) an ALTA Statement and GAP Undertaking, and such other certificates, affidavits, lien waivers, and statements as are required by the Title Company or applicable law as condition of issuing the Title Policy (and Lender’s Policy, if applicable);

(vi) Seller’s counterpart (which may be a PDF) of the closing statement prepared by the Title Company that reflects the prorations agreed to between the parties (the “Closing Statement”);

(vii) a certification of non-foreign status of the Beneficiary as required to comply with Section 1445 of the Internal Revenue Code of 1986, as amended;

(viii) evidence of Seller’s existence and authority of Seller and the persons signing on behalf of Seller, if applicable;

(ix) a commission statement from the Broker (defined below);

(x) a completed My Dec form;

(xi) Seller’s Representations Certificate, in the form of Exhibit E, attached hereto, from and executed by the Beneficiary;

(xii) a notice from Beneficiary to the service provider under each Surviving Service Contract, if any, of the sale of the Property to Purchaser in respect of each Surviving Service Contract;

(xiii) Evidence satisfactory to Purchaser that any Service Contract that is not a Surviving Service Contract has been terminated, and that the property manager, if any, and any brokers have been paid all commissions or fees due or to become due;

(xiv) all keys and access cards to, and all pin numbers, access codes and combinations to locks and other security devices located at the Property;

(xv) Full Payment Certificate issued by the City of Chicago Department of

Finance;

(xvi) all original documentation relating to the Intangibles (i.e. original licenses, permits, authorizations and approval issued for or with respect to the Property to the extent in Seller’s possession or control); and

(xvii) such other instruments and documents as may be reasonably necessary or appropriate to consummate the Closing as requested by Purchaser or the Title Company.

Seller shall provide to Purchaser drafts of the Seller’s Deposits at least three (3) Business Days prior to Closing. The Beneficiary of the Land Trust shall be bound by all terms of the Seller’s Deposit and execute the Seller’s Deposits, except for the Deed, which shall be executed only by and on behalf of the Land Trust. The foregoing shall survive the Closing.

(b) Purchaser’s Deposits. Purchaser shall deliver to Seller (or the Title Company, as applicable) at Closing the following (all of which shall be duly executed and acknowledged where required), all in form and substance reasonably acceptable to Seller and the Title Company (which shall be a condition precedent to Seller’s obligation to close the transaction contemplated by this Agreement):

(i) the Purchase Price to be paid in immediately available funds (as adjusted in accordance with the provisions of this Agreement);

(ii) a counterpart of the Assignment and Assumption;

(iii) counterpart of the Closing Statement;

(iv) an ALTA Statement and GAP Undertaking, and such other certificates, affidavits, lien waivers, and statements as are required by the Title Company or applicable law as condition of issuing the Title Policy; and

(v) such other instruments and documents as may be reasonably necessary to consummate the Closing or to issue the Title Policy.

10. PRORATIONS AND CLOSING COSTS.

(a) Prorations. The following items shall be prorated between Seller and Purchaser as of midnight of the day immediately preceding the Closing Date (as defined below) (with Purchaser being charged or credited for the Closing Date, as applicable):

(i) Seller shall be responsible for the payment of all general real estate, personal property and ad valorem taxes due and payable prior to Closing. general real estate, personal property and ad valorem taxes shall be prorated as of the Closing Date on an accrual basis such that Seller shall pay for all such taxes that become due and payable prior to the Closing Date, and shall provide a credit to Purchaser (based on One Hundred Five percent (105%) of the total of the taxes calculated using the most recent available assessed value, tax rate and equalization factor) for all such taxes that are attributable to the period prior to the Closing Date but which are not yet due or payable, and Purchaser shall pay all such taxes that become due and payable from and after the Closing Date. Tax prorations shall be final as of Closing.

(ii) All charges for gas, electricity, sewer, trash, telephone, water and other utilities serving the Property shall be read and terminated as of midnight of the day prior to Closing whereupon Seller shall be responsible for and shall pay for all such charges first accruing or relating to the period prior to the Closing Date.

(iii) Both paid and unpaid charges under the Surviving Service Contracts (if any), including any one-time or bonus payments under any cable or telecommunications contracts.

(iv) Unless expressly provided otherwise herein, such other items that are customary prorated in a purchase and sale of the type contemplated hereunder shall be prorated as of midnight of the day immediately preceding the Closing.

(v) All amounts payable, owing or incurred in connection with the Property shall be prorated as of the Closing Date. All sums due for such accounts payable which are attributable to the period prior to the Closing Date will be paid by Seller, or if Seller has not received the bill or invoice therefor, or has received but not paid such bill or invoice, prior to the Closing Date, at Purchaser’s election, Purchaser will either (i) furnish to Seller such bills or invoices received after the Closing Date for payment by Seller (and Seller shall pay all other such bills or invoices received but not paid prior to Closing) and Purchaser will have no further obligation with respect thereto, or (ii) pay such bill or invoice on behalf of Seller and be entitled to reimbursement thereof by Seller on demand.

(vi) All prorations shall be final, except as otherwise expressly provided in this Section 10(a) above.

(b) Pre-Closing and Post-Closing Expense Indemnification. Purchaser and Seller intend that Seller will receive the benefit of all income and will pay all expenses of the Property until midnight of the day immediately preceding the Closing Date, and Purchaser will receive the benefit of all income and will pay all expenses of the Property commencing on and after the Closing Date, except in each case as otherwise set forth in this Section. If Purchaser receives any bill or invoice which relates to periods prior to the Closing Date, Purchaser will refer such bill or invoice to Seller and Seller shall pay, promptly upon receipt, such a portion of the bill or invoice as relates to the period prior to the Closing Date for which it is responsible.

(c) Closing Costs. At Closing, Seller and Purchaser shall pay their own respective costs incurred with respect to the consummation of the purchase and sale of the Property as contemplated herein, including, without limitation, attorneys’ fees. Notwithstanding the foregoing, it is expressly agreed that (a) Seller shall pay (i) one half of the closing and/or escrow fees (including, without limitation, one half of the Earnest Money escrow fee, if any), (ii) the costs of releasing or otherwise discharging any Monetary Liens encumbering the Property, (iii) the cost of the State of Illinois and County of Cook transfer taxes, and (iv) Seller’s portion of the City of Chicago transfer taxes as set forth in the municipal ordinance; and the Purchaser shall pay (i) one half of the closing and/or escrow fees (including, without limitation, one half of the Earnest Money escrow fee, if any); (ii) the cost of recording the Deed; and (iii) Purchaser’s portion of the City of Chicago transfer taxes as set forth in the municipal ordinance. The costs of title insurance and Survey shall be borne in the manner specified under Section 5 of this Agreement. All other closing costs not specifically identified herein shall be allocated as customary in similar transactions that occur in Chicago, Illinois.

11. CONTINGENCIES. Purchaser’s obligations under this Agreement are expressly contingent upon the following (collectively, “Purchasers Contingencies”):

(a) Seller’s Representations and Warranties. All of Seller’s representations and warranties shall be true and correct as of the Closing Date in all material respects.

(b) Seller’s Performance. Seller shall have complied with all terms and conditions of this Agreement.

(c) Conditions of Title. At the time of Closing, the Property shall not be subject to any liens, encumbrances or other matters or exceptions other than the Permitted Exceptions, and the Title Company shall be fully prepared to issue to Purchaser the Title Policy in the amount of the Purchase Price with extended coverage, together with any endorsements thereto requested by Purchaser, and otherwise consistent with the Title Commitment, subject only to the Permitted Encumbrances.

(d) Interim Repairs; Condition of Property. Seller shall have maintained and repaired the Property as required by this Agreement. The Property shall be in substantially the same condition as at the expiration of the Inspection Period, damage by casualty and reasonable wear and tear excepted.

(e) Seller’s Deposits. Seller shall have delivered to the Title Company all documents Seller is obligated to deposit to remove any items on the Title Commitment, which are not Permitted Exceptions, and the Seller’s Deposits pursuant to this Agreement.

(f) No Material Adverse Change. As of the Closing Date, there have been no material adverse changes in any of the Property Documents reviewed by Purchaser prior to expiration of the Inspection Period.

(g) Actions, Suits, etc. There shall exist no pending or threatened actions, suits, arbitrations, claims, attachments, proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings, against Seller that would materially and adversely affect Seller’s ability to perform its obligations under this Agreement.

(h) Occupancy. At the time of Closing, the Property shall be vacant.

If Purchaser’s Contingencies as defined above or otherwise expressly provided for in this Agreement are not fully satisfied as provided herein, Purchaser shall have the right to pursue all rights and remedies against Seller as set forth in Section 12(b); provided that Purchaser’s Contingencies are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion by providing the Seller with written notice thereof.

12. DEFAULT.

(a) Purchaser’s Default. If the Closing fails to occur because of the Purchaser’s default through no fault of Seller (other than as a result of Purchaser’s permitted termination of this Agreement), then Seller shall be entitled to terminate this Agreement and the Title Company shall disburse the Earnest Money (including all interest accrued thereon) to Seller, and Seller shall be entitled, as its sole and exclusive remedy hereunder, to retain said Earnest Money (including all interest accrued thereon) as full liquidated damages for such default, whereupon this Agreement shall become null and void and of no further force or effect, except for such provisions hereof that, by the express terms hereof, survive any termination of this Agreement. It is hereby agreed that Seller’s damages in the event of a default by Purchaser hereunder are uncertain and impossible to ascertain, and that the Earnest Money constitutes a reasonable liquidation of such damages and is intended not as a penalty, but as full liquidated damages. Seller covenants not to bring any action or suit, whether legal or equitable, against Purchaser for damages or other redress in the event of Purchaser’s default hereunder (other than under an indemnity that by its terms survives termination of this Agreement). IN NO EVENT SHALL PURCHASER’S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, MEMBERS, MANAGERS, OWNERS OR AFFILIATES, OR ANY OFFICER, MANAGER, DIRECTOR, EMPLOYEE OR AGENT OF THE FOREGOING, OR ANY AFFILIATE OR CONTROLLING PERSON THEREOF HAVE ANY LIABILITY FOR ANY CLAIM, CAUSE OF ACTION OR OTHER LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE.

(b) Seller’s Default. In the event Seller defaults in any of its obligations under this Agreement (including, without limitation, if Seller’s representations and warranties set forth in this Agreement shall not be true and correct in all material respects on the Effective Date and as of the Closing Date or if Seller fails to satisfy Purchaser’s Contingencies), then Purchaser shall have the right to either: (i) pursue specific performance of this Agreement (and recover Purchaser’s reasonable attorneys’ fees and costs in connection with Purchaser’s specific performance action); or (ii) terminate this Agreement, whereupon the Earnest Money shall be returned and paid to Purchaser, If an action for specific performance is not available or would not provide effective relief because of Seller’s willful and wrongful act with respect to the Property, Purchaser may terminate this Agreement, receive an immediate refund of the Earnest Money and thereafter Purchaser shall have all rights and remedies available at law and equity.

13. CONDEMNATION OR DESTRUCTION.

(a) Condemnation. If, prior to the Closing Date, all or any part of the Property is taken by condemnation or a conveyance in lieu thereof, or if notice of a condemnation proceeding or a process for conveyance in lieu thereof with respect to the Property is received by Seller (a copy of which notice shall be promptly delivered by Seller to Purchaser) (a “Condemnation Event”), Seller shall promptly notify Purchaser of such Condemnation Event. Purchaser may elect, by written notice to be delivered to Seller on or before the sooner of (a) the twentieth (20th) day after Purchaser’s receipt of such notice from Seller, or (b) the Closing Date, to terminate this Agreement in which event the Earnest Money shall be returned to Purchaser, and upon such refund neither party hereto shall have any further rights or obligations under this Agreement whatsoever, except for such rights and obligations that, by the express terms hereof, survive any termination of this Agreement. If Purchaser elects to close this transaction notwithstanding such Condemnation Event, Purchaser shall be entitled to any award paid or payable to Seller as a result of such condemnation proceedings, with the same being paid or assigned to Purchaser at Closing. The provisions of this Section 13(a) shall survive the Closing.

(b) Damage or Destruction. In the event of damage to the Property by fire or other casualty prior to the Closing Date (a “Casualty Event”), Seller shall immediately notify Purchaser of such fire or other casualty, and Purchaser may elect, by written notice to be delivered to Seller on or before the sooner of(a) the twentieth (20th) day after Purchaser’s receipt of such notice from Seller, or (b) the Closing Date, to either: (i) close the transaction contemplated by this Agreement and receive all insurance claims and proceeds payable to Seller as a result of such Casualty Event, with the same being paid or assigned to Purchaser at Closing, together with a credit to Purchaser to be applied to the Purchase Price in the aggregate amount of any applicable deductibles under such insurance policies, or (ii) terminate this Agreement, and receive a return of the Earnest Money from the Title Company, and upon such refund, neither party hereto shall have any further rights or obligations under this Agreement whatsoever, except for such rights and obligations that, by the express terms hereof, survive any termination of this Agreement. The provisions of this Section 13(b) shall survive the Closing.

14. ASSIGNMENT. Purchaser shall have the right to assign this Agreement as long as such assignee shall assume and agree to perform in writing all of Purchaser’s obligations hereunder and Purchaser shall, promptly after such assignment, provide Seller with a copy of such written instrument.

15. BROKERAGE COMMISSION. Each of Seller and Purchaser represents and warrants to the other that it has not dealt with any brokers, finders or agents with respect to this transaction, other than Tufano & Co Real Estate (“Seller’s Broker”) and Mid-America Real Estate Corporation, (“Purchaser’s Broker”, and collectively with Seller’s Broker, the “Brokers”). At Closing, if and only if this transaction closes, the Seller will pay a commission in the amount of three percent (3%) of the Purchase Price to the Purchaser’s Broker, pursuant to a separate brokerage agreement. Except as provided above, each party shall indemnify and hold harmless the other party, its successors, assigns and agents from the payment of any commission, compensation, loss, damages, costs, and expenses (including court costs and reasonable attorneys’ fees) incurred in connection with, or arising out of, claims for any broker’s, agent’s or finder’s fees of any person claiming by or through such party, including the Brokers. The obligations of Seller and Purchaser under this Section shall survive the termination of this Agreement and the Closing Date.

16. POSSESSION. Possession of the Property shall be delivered by Seller to Purchaser on the Closing Date, free and clear of all liens and claims other than the Permitted Exceptions, and in the same condition as exists on the Effective Date, ordinary wear and tear excepted. All personal property not being conveyed hereunder, and all waste and debris, shall be removed from the Property prior to Closing. Purchaser shall have the right to inspect the Property within three (3) days prior to Closing to verify that the condition of the Property is as required under this Agreement.

17. NOTICES. Any notice, demand, request or other communication which either party hereto may be required or may desire to give under this Agreement shall be in writing and shall be deemed to have been properly given (a) if hand delivered, (b) if mailed by United States registered or certified mail, postage prepaid, return receipt requested, (c) if sent by a nationally recognized overnight delivery service, or (d) if sent by e-mail, in each case addressed as follows:

SELLER:

________________

E-mail:

With a copy to:

CERVANTES CHATT & PRINCE
ATTN: MARC CERVANTES

100 N. LASALLE, STE 2207

CHICAGO, IL 60602

E-mail: MCERVANTES@CCPCHJCAGO.COM

PURCHASER:

With a copy to:

KEELER REAL ESTATE, LLC

350 West Hubbard, Suite 620

Chicago, IL 60654
Attn: Edwin Vdovets

E-mail: edwin@keelerre.com

CLARK HILL PLC

130 E. Randolph Street, Suite 3900

Chicago, IL 60601

Attn: Chad M. Poznansky, Esq.

E-mail: cpoznansky@clarkhill.com

Any such notice shall be deemed given on the date of actual receipt thereof (provided that for e-mail delivery upon transmission by the sending party), provided that refusal to accept delivery or inability to accomplish delivery because the party can no longer be found at the then current notice address, shall be deemed receipt. Any notice under this Agreement may be given or received by the attorneys of the respective parties who are hereby authorized to do so on their behalf

18. MISCELLANEOUS.

(a) Rules of Construction. This Agreement shall be construed and interpreted under the laws of the State of Illinois. The titles of sections and subsections herein have been inserted as a matter of convenience of reference only and shall not control or affect the meaning or construction of any of the terms or provisions herein. All references herein to the singular shall include the plural, and vice versa. This Agreement shall not be construed more strictly against one party than against the other merely by virtue of the fact that the Agreement may have been prepared primarily by counsel for one of the parties, it being recognized that both Purchaser and Seller have contributed substantially and materially to the preparation of this Agreement. If any of the provisions of this Agreement or the application thereof to an persons or circumstances shall, to any extent, be deemed invalid or unenforceable, the remainder of this Agreement and the application of such provisions to persons or circumstances other than those as to whom or which it is held invalid or unenforceable shall not be affected thereby.

(b) Remedies Cumulative. Except as otherwise expressly provided herein, all rights, powers, and privileges conferred hereunder upon the parties hereto shall be cumulative and in addition to those other rights, powers, and remedies hereunder and those available at law or in equity. All such rights, powers, and remedies may be exercised separately or at once, and no exercise of any right, power, or remedy shall be construed to be an election of remedies or shall preclude the future exercise of any or all other rights, powers, and remedies granted hereunder or available at law or in equity, except as expressly provided herein.

(c) Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect, invalidate, or render unenforceable any other term or provision of this Agreement. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement be consummated as originally contemplated to the greatest extent possible.

(d) No Waiver. Neither the failure of either party to exercise any power given such party hereunder or to insist upon strict compliance by the other party with its obligations hereunder, nor any custom or practice of the parties at variance with the terms hereof, shall constitute a waiver of either party’s right to demand exact compliance with the terms hereof.

(e) Entire Agreement. This Agreement contains the entire agreement of the parties hereto with respect to the Property, and no representations, inducements, promises, or agreements, oral or otherwise, between the parties not embodied herein or incorporated herein by reference shall be of any force or effect.

(f) Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective personal representatives, successors and assigns.

(g) Amendments. No amendment to this Agreement shall be binding on any of the parties hereto unless such amendment is in writing and is executed by all parties to this Agreement.

(h) Time of Essence. Time is of the essence of this Agreement.

(i) Business Day. In the event that the date upon which any duties or obligations hereunder to be performed shall occur upon a Saturday, Sunday or legal holiday in the State of Illinois, then, in such event, the due date for performance of any duty or obligation shall thereupon be automatically extended to the next succeeding day that is not a Saturday, Sunday or legal holiday in the State of Illinois (a “Business Day”). If, under the terms of this Agreement, any period of time is to be calculated as a certain number of days “after”, “upon”, “of’, “from” or “within” the receipt of a document or item by a party, the occurrence of an event or the expiration of a particular time period, the date of a party’s receipt of said document or item, the date of the occurrence of said event or the expiration of said particular time period shall not be included in the calculation of said period of time.

(j) Attorneys’ Fees. If either Seller or Purchaser institutes a legal action against the other party relating to this Agreement or any matter relating to this Agreement, the unsuccessful party to such action shall reimburse the successful party for the reasonable expenses of prosecuting or defending such action, including attorneys’ fees and disbursement and court costs, whether in district court, appellate court, or bankruptcy court.

(k) 1031 Exchange. Upon Seller’s or Purchaser’s written request, Purchaser or Seller, as applicable, hereby agree to cooperate with each other in arranging a tax-deferred exchange in accordance with Section 1031 of the Internal Revenue Code of 1986, as amended, including, as applicable, Rev. Proc. 2000-37, 2000-2 CB 308, as modified by Rev. Proc. 2004-51, 2004-2, CB 294, provided that such transaction (i) does not result in a delay in the Closing or otherwise adversely affect the Closing, (ii) cause any additional cost, expense, liability or obligation on behalf of the party not requesting a Section 1031 exchange, (iii) the party requesting the Section 1031 exchange indemnifies, defends and holds the other party harmless from and against any and all loss or damage arising out of such 1031 exchange, and (iv) no assignment of this Agreement as part of a 1031 exchange shall relieve the exchanging party of its obligations under this Agreement and such party shall remain liable for the performance of its obligations hereunder. The terms and provisions of this subdivision (k) shall survive the Closing.

(l) Counterparts; Effective Date. This Agreement and any document or instrument executed pursuant hereto may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile or e-mail, through scanned or electronically transmitted .pdf, .jpg or .tif files, shall have the same effect as the delivery of original signatures and shall be binding upon and enforceable against the parties hereto as if such facsimile or scanned documents were an original executed counterpart. The “Effective Date” of this Agreement that will be inserted into the preamble on page 1 of this Agreement shall be the date that this Agreement is fully executed and delivered to both parties.

(m) Exhibits. Attached hereto and made a part hereof are the following Exhibits:

	Exhibit A	Legal Description of Land
	Exhibit B	Bill of Sale
	Exhibit C	Assignment and Assumption Agreement
	Exhibit D	Service Contracts
	Exhibit E	Seller’s Representation Certificate

[EXECUTION PAGE FOLLOWS]

IN WITNESS WHEREOF, each of the parties hereto have duly signed and sealed this Agreement, effective as of the day and year first above written.

	SELLER:

	LAKESIDE BANK, AS TRUSTEE UNDER TRUST AGREEMENT DATED OCTOBER 7, 2004 AND KNOWN AS TRUST NUMBER 10-2749

	By:	/s/ Steve Kravetz
	Name:	Steve Kravetz
	Its:

	/s/ Steve Kravetz
	DANIEL KRAVETZ

	PURCHASER:

	KEELER REAL ESTATE, LLC,
	an Illinois limited liability company

	By:	/s/ Edwin Vdovets
	Name:	Edwin Vdovets
	Its:	Manager

Signature Page

EXHIBIT A

LEGAL DESCRIPTION

LOT 45, 46, 47, 48 AND 49 IN THE SUBDIVISION OF BLOCK 7 IN PARTITION OF BLOCKS 31 AND 32 IN ASSESSORS DIVISION OF THE NORTHWEST 1/4 AND THE WEST 1/2 OF THE NORTHEAST 1/4 OF SECTION 32, TOWNSHIP 39 NORTH, RANGE 14, IN COOK COUNTY, ILLINOIS.

Commonly known as: 3449, 3451 & 3455 S. Ashland Ave., Chicago, Illinois 60608

PIN: 17-32-113-021-0000; 17-32-113-022-0000; and 17-32-113-023-0000

A-1

EXHIBIT B

BILL OF SALE

LAKESIDE BANK, AS TRUSTEE UNDER TRUST AGREEMENT DATED OCTOBER 7, 2004 AND KNOWN AS TRUST NUMBER 10-2749 (the “Land Trust”) and DANIEL KRAVETZ, beneficiary of the Land Trust (the “Beneficiary”, and collectively with the Land Trust, known herein as the “Seller”), in consideration of the sum of Ten and No/100 Dollars ($10.00), in hand paid, and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, does hereby sell, assign, transfer, and set over to __________________, an Illinois limited liability company (the “Purchaser”), all equipment, fixtures and personal property located at or used in connection with the ownership, operation and maintenance of the real estate and improvements commonly known as __________________ consisting of certain land and improvements, all as more particularly described in the Purchase Agreement (as defined below), and specifically including, without limitation, all heating, lighting, air conditioning, ventilating, plumbing, electrical or other mechanical equipment, furniture, furnishings, carpeting, appliances, tools, inventory, supplies, signs, draperies, and other equipment and personal property at such real estate (but excluding any of the foregoing owned by tenants under valid leases), [and specifically including, the equipment, fixtures and personal property listed in Schedule 1 attached hereto] (the “Personal Property”).

Seller does hereby represent and warrant to Purchaser that at the time of delivery of this Bill of Sale, Seller is the sole lawful owner of the Personal Property, free and clear of any liens, security interests, encumbrances and claims of third parties, and covenants that Seller will defend the same against the lawful claims and demands of all persons.

EXECUTED this _______ day of ____________, 20_____ .

	LAND TRUST:

	LAKESIDE BANK, AS TRUSTEE UNDER TRUST AGREEMENT DATED OCTOBER 7, 2004 AND KNOWN AS TRUST NUMBER 10-2749

	By:
	Name:
	Its:

	BENEFICIARY:


	DANIEL KRAVETZ

B-1

EXHIBIT C

ASSlGNMENT AND ASSUMPTION AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made as of _____, 202__, by and between ______________ , ________________ (“Assignor”), hereby and ____________________, an Illinois limited liability company (“Assignee”).

This Agreement is given pursuant to that certain Purchase and Sale Agreement, with an Acceptance Date of _______202___ (the “Purchase Agreement”), by and between Assignor and Assignee, providing for, among other things, the conveyance of the Assigned Property (as defined herein). This Agreement is made in accordance with, and is in all respects, subject to, the terms and conditions of the Purchase Agreement.

For and in consideration of the sum of Ten and No/100 Dollars ($10.00), in hand paid, and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, Assignor hereby sells, transfers, conveys, assigns and sets over unto Assignee, the following described property (collectively, the “Assigned Property”)

(1) all of contracts, agreements, guarantees, warranties and indemnities, written or oral, affecting the ownership, operation, management and maintenance of the Property listed on Schedule 1 attached hereto (collectively, the “Contracts”);

(2) (a) all trade names, trademarks and other identifying material associated with the Land and the Improvements, including all trade names, marketing or promotional materials specific to the Land and Improvements, and all other intellectual property and goodwill associated with the Land and Improvements; (b) the plans and specifications and all other architectural and engineering drawings for the Improvements; (c) warranties, guaranties, indemnities and claims of architects, contractors, suppliers and others; (d) surveys, engineering reports and other technical information relating to the Land or Improvements; (e) contract rights related to the construction, operation, ownership, maintenance, use, leasing, service, or management of the Land and Improvements, if any (but only to the extent assignable and only to the extent Seller’s obligations thereunder are expressly assumed by Purchaser pursuant to this Agreement); (f) governmental permits, approvals, licenses, or similar documents and (g) other property owned or held by Seller relating to the design, construction, ownership, use, leasing, maintenance, service, or operation of the Land and Improvements (collectively, the “Intangible Property”).

Assignor represents, warrants and covenants with Assignee that at the time of delivery of this Assignment and Assumption, Contracts and Intangible Property are free from all encumbrances made by Assignor, and that Assignor will warrant and defend the same against the claims and demands of all persons.

Assignor agrees to indemnify, protect, defend and hold Assignee harmless from and against all liabilities, obligations, actions, suits, proceedings or claims, and all costs and expenses (including, without limitation, reasonable attorneys’ fees and costs) incurred in connection with the Assigned Property occurring or alleged to have occurred on or prior to the date hereof.

Assignee hereby accepts the foregoing Assignment as of the date hereof and as of such date hereby assumes the performance of all the terms, covenants and conditions of the Assigned Property with respect to the period from and after the date hereof.

Assignee agrees to indemnify, protect, defend and hold Assignor harmless from and against all liabilities, obligations, actions, suits, proceedings or claims, and all costs and expenses (including, without limitation, reasonable attorneys’ fees and costs) incurred in connection with the Assigned Property occurring or alleged to have occurred after the date hereof.

C-1

WHEREOF, the parties hereto have executed this Assignment, effective as of the date first above written.

	ASSIGNOR:


	a(n)

	By:
	Name:
	Its:

	ASSIGNEE:

	______________________ ,
	an Illinois limited liability company

	By:
	Print Name:
	Its:

C-2

Schedule 1 to Assignment and Assumption Agreement

Contracts

C-3

EXHIBIT D

SERVICE CONTRACTS

D-1

EXHIBIT E

SELLER’S REPRESENTATION CERTIFICATE

Reference is hereby made to that certain Purchase and Sale Agreement dated as of _______________ (as amended and assigned from time to time, the “Purchase Agreement”), by and between ________________ (“Land Trust”), and ________________ (“Beneficiary”, and collectively with the Land Trust, known herein as the “Seller”), and ________________, an Illinois limited liability company (“Purchaser”), for the sale by Seller to Purchaser of that certain real property having an address of ________________, and all such other property being more particularly described in the Purchase Agreement (the “Property”).

Seller hereby certifies to Purchaser that: (i) each of Seller’s representations and warranties set forth in Section 7 of the Purchase Agreement or elsewhere therein is true and correct in all material respects as of the date hereof, with the same qualifications as set forth in the Purchase Agreement; and (ii) all covenants required to be performed by Seller prior to the date hereof have been performed, in all material respects.

Pursuant to the Purchase Agreement, Seller’s representations and warranties shall survive for a period of twelve (12) months from the date hereof.

Further, Beneficiary will warrant and forever defend all and singular the title to the Property unto Purchaser, its successors, and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof by, through or under the Land Trust, as the “Grantor” to the Trustee’s Deed that conveys the Property to Purchaser, The foregoing obligation shall not merge with the deed and survives both the Closing and the twelve (12) month survival period referenced above.

	SELLER:

	LAND TRUST:
	___________________________________________,
	a(n)	__________________________

	By:
	Print Name:
	Title:

	BENEFICIARY:

E-1

Exhibit 10.3

ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assignment and Assumption Agreement (this “Assignment”) is effective as of _____________________, (the “Assignment Date”) by and between KEYSTONE VENTURES, LLC (“Assignor”), and ZP RE HOLDINGS, LLC (“Assignee”).

RECITALS

A. Assignor and Assignee are parties to an Agreement Regarding Purchase and Sale Contract, dated December 15, 2023 (the “Agreement”).

B. Pursuant to the Agreement, Assignor has agreed to assign to Assignee the Assigned Rights (as defined in the Agreement) and Assignee wishes to accept such assignment and to assume Assignor’s obligations with respect to same.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee hereby agree as follows:

1. Assignment. Assignor hereby assigns to Assignee all right, title and interest of Assignor in the Assigned Rights. Assignor agrees to indemnify and hold Assignee, its affiliates and each of their members, managers, officers, directors, employees and agents, free and harmless from and against any and all liability, expense, cost, loss or damage which they or any of them may incur by reason of any act or omission of Assignor under this Assignment, the Agreement or relating to the Assigned Rights with respect to any fact, event or circumstance arising on or before the Assignment Date, including, but not limited to Assignor’s failure to perform any obligations in connection with the Assigned Rights. The amount of any such liability, loss, claim, damage or expense indemnified against shall be deemed to include reasonable attorneys’ fees and other costs of defense.

2. Assumption. From and after the Assignment Date, Assignee agrees to assume and perform all of Assignor’s obligations with respect to the Assigned Rights. Assignee agrees to indemnify and hold Assignor free and harmless from and against any and all liability, expense, cost, loss or damage which they or any of them may incur by reason of any act or omission of Assignee under this Assignment or relating to the Assigned Rights with respect to any fact, event or circumstance arising after the Assignment Date. The amount of any such liability, loss, claim, damage or expense indemnified against shall be deemed to include reasonable attorneys’ fees and other costs of defense.

3. Miscellaneous Provisions.

(a) Amendment and Modification. This Assignment may be amended, modified or supplemented only by written agreement of the parties.

(b) Entire Agreement. This Assignment, together with the other agreements referred to herein, sets forth the entire agreement and understanding of the parties in respect of the subject matter contained herein, and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any party.

(c) Severability. The invalidity of any provision of this Assignment or portion of a provision shall not affect the validity of any other provision of this Assignment or the remaining portion of the applicable provision.

(d) Further Assurances. Upon reasonable request, from time to time, each party agrees that it shall execute and deliver all documents, make all rightful oaths, testify in any proceeding and do all other acts which may be necessary or desirable in the opinion of any other party to protect or record the rights of the other party arising under this Assignment, or to aid in the prosecution or defense of any rights arising therefrom, all without further consideration.

(e) Governing Law. This Assignment shall be governed by and construed in accordance with the internal laws of the state where the Property is located.

(f) Counterparts; E-mail Signatures. This Assignment may be executed in one or more counterparts, each of which shall be deemed an original and both of which together will constitute one and the same document. This Assignment may be signed electronically in portable document format (“pdf”) and pdf signatures will be binding.

[SIGNATURE PAGE FOLLOWS]

In Witness Whereof, the parties hereto have caused this Assignment to have been executed and delivered as of the Effective Date.

	ASSIGNOR:

	KEYSTONE VENTURES, LLC

	By:	/s/
	Name:
	Its:

	ASSIGNEE:

	ZP RE HOLDINGS, LLC

	By:	/s/ Bryan McLaren
	Name:	Bryan McLaren
	Its:	Authorized person

Exhibit 10.4

LICENSED CANNABIS FACILITY

ABSOLUTE NET LEASE AGREEMENT

ZP RE HOLDINGS, LLC

(Landlord or Lessor)

JG IL LLC

(Tenant or Lessee)

JG HoldCo, LLC

(Guarantor)

Dated: January 18, 2024

(for reference purposes only)

TABLE OF CONTENTS

1.	Basic Lease Provisions	1

2.	Premises and Common Areas Leased	2

3.	Compliance with Law; AS IS	2

4.	Lease Term	3

5.	Rent	4

6.	Additional Rent	5

7.	Insurance	7

8.	Repairs and Maintenance; Utilities; Non-Liability of Landlord; Inspection	9

9.	Fixtures, Personal Property and Alterations	10

10.	Use and Compliance with Applicable Laws	11

11.	Damage and Destruction	13

12.	Eminent Domain	14

13.	Default; Remedies	14

14.	Bankruptcy Provisions	16

15.	Assignment and Subletting	17

16.	Estoppel Certificate; Attornment and Subordination	18

17.	Miscellaneous	19

EXHIBIT A: LEASE COMMENCEMENT		A-1

EXHIBIT B: RENTAL PAYMENT SCHEDULE		B-1

EXHIBIT C: LEGAL DESCRIPTION

EXHIBIT D: GUARANTY OF PAYMENT AND PERFORMANCE

EXHIBIT E: SECURITY AGREEMENT

LICENSED CANNABIS FACILITY

ABSOLUTE NET LEASE AGREEMENT

This LEASE AGREEMENT (“Lease” or “Agreement”) dated as of the Effective Date (as hereinafter defined), is made by and between ZP RE HOLDINGS, LLC, an Arizona limited liability company (“Landlord” or “Lessor”), and JG IL LLC, an Illinois limited liability company (“Tenant” or “Lessee”).

In consideration of the obligations of Tenant to pay rent and other charges as provided in this Lease and in consideration of the other terms, covenants and conditions hereof, Landlord leases to Tenant and Tenant leases from Landlord the Premises for the Term and subject to the terms and conditions set forth herein.

1. Basic Lease Provisions.

The following terms shall have the meanings specified in this Section 1, unless otherwise specifically provided. Other terms may be defined in other parts of this Lease.

(A) Landlord		ZP RE HOLDINGS, LLC

(B) Landlord’s Address		c/o Zoned Properties, Inc. 8360 E. Raintree Dr., Ste. 230 Scottsdale, Arizona 85260 Attn: Legal legal@zonedproperties.com

(C) Tenant		JG IL LLC

(D) Tenants Address		c/o Justice Grown 93 Route 37 Edgewood, IL 62426 Attn: Joel Feldman joel@loevy.com & mitch@justicecannabisco.com

(E) Tenant Use		Licensed recreational adult-use (and, if permitted, medical) cannabis dispensary in accordance with the laws of the State of Illinois, the rules and regulations promulgated by the Cannabis Regulation Oversight Office of Illinois (or such other State of Illinois governmental body that regulates cannabis dispensaries), and other applicable laws, rules and regulations from the State of Illinois or applicable local governmental authority, applicable licensure requirements and the regulations and uses incidental thereto (collectively, “Cannabis Laws”), and no other use without Landlord’s prior written consent.

(F) Building & Premises		Retail space, including a +/-2,800 square foot freestanding building on a +/-16,000 square foot property including APNs 17-32-113-023-0000, 17-32-113-023-0000, & 17-32-113-021-0000, with an address of 3455 S Ashland Avenue, Chicago, Illinois, 60608.

(G) Property		Real Property described in Exhibit C

(H) Initial Term		Fifteen (15) years commencing as of the Commencement Date stated in the attached Exhibit A

(I) Renewal Terms		Four (4), five (5) year terms, subject to the provisions of Article 4

(J) Contingency		This Lease is contingent upon Landlord acquiring title to the Premises, See Section 4.1.2.

(K) Commencement Date		Exhibit A

(L) Base Rent		Exhibit B

(M) Security Deposit		Last month’s Base Rent, $27,730.31 due on the Effective Date

(N) Rent Abatement		Four (4) months 100% Base Rent abatement, and four (4) months of 50% Base Rent abatement, following the Commencement Date, as outlined in Exhibit B.

(O) Landlord Broker		None

(P) Tenant Broker		Mid-America Real Estate Corporation: See Section 17.15

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2. Premises and Common Areas Leased.

2.1. Lease of Premises. Subject to the provisions of this Lease, Landlord hereby leases to Tenant, without any representation or warranty, express or implied, on the part of Landlord, and Tenant hereby leases from Landlord the Premises. The Site Plan attached to this Lease, if any, is attached for general reference purposes only and shall not constitute a representation or warranty by Landlord to be the final plan of the Building, location of the Building, or to require Landlord to build any improvements, or to otherwise comply with the site plan or require Landlord to lease space to a particular tenant or type of tenant.

2.2. Measurement of Premises. The terms “Rentable Area of the Premises,” “rentable square feet,” “actual square footage” and words of similar importance (whether or not spelled with initial capitals) as used in this Lease will be defined as the total floor area constituting the Premises as measured from the unfinished outside of the exterior Building walls to the opposite unfinished outside of like exterior Building walls. “Rentable Area of the Premises” shall also include any mezzanine space as measured from the outside of the exterior Building walls to like outside exterior Building walls and from outside exterior Building walls to the termination of the mezzanine deck, and all equipment closets. Tenant acknowledges that, except as otherwise expressly set forth in this Lease, neither Landlord nor any agent, property manager or broker of Landlord has made any representation or warranty with respect to the Premises or the Building or their suitability for the conduct of Tenant’s business.

3. Compliance with Law; AS IS.

Tenant accepts the Premises strictly on an “AS IS” basis, without any representations or warranties from Landlord. Tenant, at its sole cost and expense, agrees to comply with all applicable federal (to the extent not in conflict with the Cannabis Laws), state and local laws, statutes, rules, regulations, requirements, codes, and ordinances in effect, or subsequently passed into effect, as of and after the Commencement Date, including without limitation Cannabis Laws, Environmental Laws and the Americans With Disabilities Act (collectively, “Laws”). Tenant shall comply at its own expense with all conditions, covenants and restrictions applicable to and/or encumbering the Premises. Without limiting the generality of the foregoing, subject to Landlord’s prior written consent as required herein, Tenant shall make any structural changes or additions to the Premises required in order to comply with all Laws, including any requirements of Tenant’s business operations. Tenant acknowledges that upon the Commencement Date, Landlord will have recently acquired the Property and has ownership history or knowledge regarding the Property. Landlord makes no representations or warranties to Tenant, and hereby disclaims any and all representations or warranties to Tenant concerning the Premises, including without limitation, that as of the Commencement Date, the Premises are (a) in compliance with Laws; or (b) free from hazardous materials, including without limitation asbestos, lead paint and polychlorinated biphenyl. “Environmental Laws” shall include, but not be limited to, the Resource, Conservation and Recovery Act of 1976, 42 U.S.C. Section 6901, et seq.; the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. Section 9601, et seq.; the Clean Water Act, 33 U.S.C. Section 1251, et seq.; the Toxic Substance Control Act, 15 U.S.C. Section 2601, et seq.; the Safe Drinking Water Act, 42 U.S.C. Section 201,300f to j-9 and any and all environmental laws of the state where the Property is located and any and all amendments to such Environmental Laws. Tenant agrees to hold harmless Landlord, and hereby waives all rights and claims of contribution against Landlord, with respect to any violations or alleged violations of any Laws concerning the Premises, including claims that relate to periods prior to the Commencement Date. Further, Tenant agrees to pursue and complete any and all required remediation or compliance requirements under any Environmental Laws as further acknowledged in Section 17.29.8 herein.

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4. Lease Term.

4.1. Lease Commencement and Contingencies.

4.1.1. Term. The duration of the period of this Lease (as extended by Section 4.2 below, the “Term”) shall commence on the date that all of the following have occurred: (i) the Contingencies (defined below) have been satisfied, and (ii) Landlord has countersigned the Lease executed by Tenant and delivered the countersigned Lease to Tenant (such date, the “Commencement Date”). Landlord will input the Commencement Date in Exhibit A following delivery of the Lease to Tenant.).

4.1.2. Contingencies. The parties acknowledge that as of the Effective Date Landlord does not own fee title to the Premises; however, Landlord has an equitable interest in acquiring the Premises or has an intention to gain equitable interest in acquiring the Premises. Landlord’s obligations under this Lease and Tenant’s obligation to pay Rent under this Lease are contingent upon Landlord acquiring title to the Premises the “Contingency”). Prior to or following the Commencement Date, it is anticipated Landlord will assign all its rights, interests, and obligations in this Lease to an affiliate of the Landlord, and the parties acknowledge that Section 17.17 governs any such assignment.

4.1.2.1. Landlord agrees to pursue the acquisition of the Premises at its expense but Landlord does not make any representation or warranty as to whether Landlord can acquire the Premises. If Landlord does not acquire the Premises by the date that is thirty (30) days following the Effective Date of the Lease (the “Outside Acquisition Date”), then Landlord and Tenant shall each have the right to terminate this Lease by delivering written notice to the other, in which event this Lease shall terminate, Landlord shall promptly return to Tenant the Security Deposit, and the parties shall have no further obligations to each other except for those obligations that expressly survive the termination of this Lease.

4.1.2.2. Tenant agrees to diligently pursue the conversion of its conditional Adult Use Dispensing Organization License (Conditional License Number 284.000339-CL received on January 20, 2023 with an expiration date of January 9, 2025) into an operational Adult Use Dispensing Organization License pursuant to Section 15-36 of the Cannabis Regulation and Tax Act (“15-36 License”) (the date of receipt, the “License Award Date” and such license, the “License”), the License, and the approval, entitlement or other consent by the City or other authority with jurisdiction over the Premises for the use of the Premises as a retail cannabis dispensary (the “Cannabis Approvals”) at its sole expense. If Tenant does not diligently pursue the Cannabis Approvals and/or is unable to obtain the Cannabis Approvals within ninety (90) days after the License Award Date, Landlord at any time, shall have the right upon written notice to Tenant, in Landlord’s sole discretion, and at no cost or expense to Landlord, to cause the Cannabis Approvals to be obtained on Tenant’s behalf (and Tenant agrees to promptly cooperate with such efforts). If the Cannabis Approvals are not obtained within 150 days after the License Award Date, then Landlord shall have the right, but not the obligation, to terminate this Lease by delivering written notice to the other party, which notice must be given, if at all, prior to the date the Cannabis Approvals are received.

4.1.3. Cannabis Approvals. The parties acknowledge that (i) Tenant’s Use of the Premises as a regulated retail cannabis dispensary has recently been legalized by the State of Illinois, and as of the Effective Date the governmental authority having jurisdiction over the Premises may not have adopted the rules, regulations, laws, ordinances, or code to govern Tenant’s Use at the Premises (the “Local Cannabis Rules”); (ii) there is no guarantee that the Local Cannabis Rules will be adopted by the applicable governmental authority at any time or at all and Landlord disclaims all representations and warranties to the contrary; (iii) there is no guarantee that the Cannabis Approvals can be obtained at any time or at all and Landlord disclaims all representations and warranties to the contrary; and (iv) Tenant will not be permitted to operate Tenant’s Use at the Premises until the Local Cannabis Rules have been adopted and the Cannabis Approvals have been obtained. Landlord shall have no liability to Tenant for any losses, damages, liabilities, costs and expenses of Tenant or any of its affiliates, managers, members, officers, shareholders, agents or representatives related to the Local Cannabis Rules (or lack thereof) or the Cannabis Approvals (or lack thereof).

Page 3

4.1.4. Requirement to Open. Tenant shall on or before the expiration of the Base Rent Abatement period, if any, open to the public fully fixtured, stocked and staffed and thereafter, Tenant shall in good faith continuously throughout the first five (5) years of the Term of this Lease conduct and carry on in the entire Premises conducting Tenant’s Use described on the Basic Lease Information and shall not conduct or carry on any other business. Notwithstanding anything contained in this Lease to the contrary, provided Tenant shall have opened for business for at least five (5) years fully stocked and staffed, Tenant shall not be required to continuously operate its business in the Premises or keep the same open to the public after the initial five (5) year period; provided that, (a) Tenant shall at all times continue to pay Rent and other monetary obligations which become due and payable pursuant to the terms and provisions of this Lease and (b) such cessation of business does not cause the 15-36 License to be revoked. If Tenant ceases to operate its business in the Premises for a period in excess of ninety (90) consecutive days and Tenant’s cessation of operations is not due to remodeling, renovating, or reconstructing the Premises as a result of an assignment, sublease, casualty, condemnation or otherwise (not to exceed one hundred twenty (120) days), then at any time after such ninety (90) consecutive day period, Landlord shall have the right to market the Premises for lease or sale, to display a sign on the Premises to that effect and to terminate the Lease and recapture the Premises by delivering five (5) days prior written notice to Tenant. Upon Landlord’s termination of the Lease, all Rent accrued as of the date of such termination shall be paid by Tenant.

4.2. Option to Extend. Tenant shall have the option, exercisable by written notice to Landlord given not later than one hundred eighty (180) days prior to the expiration of the then current Term, to extend the Term for four (4) further terms of five (5) years each on the same terms and conditions as provided in this Lease, and: (a) Landlord shall have no obligation to make any improvements to the Premises; (b) for each Lease Year during the extended Term, Base Rent for such extended Term shall be increased by three percent (3%) each Lease Year; and (c) there is no option to further extend the Term. Notwithstanding the foregoing, any option to extend the Term shall be deemed null and void, without the requirement of any notice and at Landlord’s discretion, if one or more of the following has occurred:

4.2.1. Omitted;

4.2.2. An Event of Default exists at the time Tenant exercises the option to extend or at the commencement of the extended Term;

4.2.3. Tenant has failed to give written notice to Landlord one hundred eighty (180) days prior to the expiration of the then current Term; or

4.2.4. Omitted.

4.3. Lease Year Defined. The “First Lease Year” means the period beginning on the Commencement Date and ending on the last day of the twelfth full calendar month thereafter; provided, however, if the Commencement Date is not the first day of a month, then the First Lease Year shall commence on the Commencement Date and shall continue for the balance of the month in which the Commencement Date occurs and for a period of twelve (12) full calendar months thereafter. “Lease Year” means each successive twelve (12) month period after the First Lease Year occurring during the Term. The First Lease Year shall also be considered a Lease Year.

4.4 Assignment of License. Tenant will not assign, sell, lease, license, transfer, distribute or grant any interest in the License to any third party or transfer the License to any other address.

5. Rent.

5.1. Base Rent. The Base Rent shall be as set forth in Exhibit B and shall be adjusted annually as set forth in Exhibit B. Tenant shall pay Landlord the Base Rent on the first day of each and every month, in advance, during the Term to Landlord at the address set forth in Section 1 or at such other place as Landlord may direct in writing, without any prior notice or demand therefor and without any abatement, deduction, offset or setoff. If the Term commences on any day other than the first day of a calendar month and/or ends on any day other than the last day of a calendar month, Base Rent for the fraction(s) of a month at the commencement and/or upon the expiration of the Term shall be prorated based upon the actual number of days in such fractional month(s). Rent shall be payable via electronic payment such as ACH or Wire that is acceptable by Landlord. Notwithstanding the foregoing, so long as there is no Event of Default by Tenant under this Lease during the period in question, Landlord agrees to abate Base Rent for the time stated in Section 1 (the “Abated Rent”).

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5.2. Additional Rent. In addition to Base Rent, Tenant shall pay to Landlord all sums of money and other charges required to be paid by Tenant under this Lease (all such sums being herein deemed “Additional Rent’’ whether or not designated “Additional Rent”) the shall be paid without deduction, set-off or abatement whatsoever. Any Additional Rent provided for in this Lease shall become due with the next monthly installment of Base Rent. The term “Rent” as used in this Lease, shall refer collectively to Base Rent and Additional Rent. If, at any time, there are amounts due hereunder by Tenant, Landlord may (but shall not be obligated to) invoice Tenant for such costs as Additional Rent, and Tenant shall pay such Additional Rent within the lesser of ten (10) days after the date of the invoice, or the period specified for such cost in this Lease.

5.3. Late Payment and Overdue Interest. Tenant acknowledges that late payment by Tenant of any Rent will cause Lessor to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges, and late charges which may be imposed upon Landlord by its lender. Accordingly, if any Rent is not received by Lessor within five (5) days after such amount is due, then, without any requirement for notice to Tenant, Tenant shall pay to Landlord a late charge equal to 5% of such overdue amount. The parties hereby agree that such late charge represents a fair and reasonable estimate of the costs Landlord will incur by reason of such late payment. Acceptance of such late charge by Landlord shall in no event constitute a waiver of any breach or default with respect to such overdue amount, nor prevent the exercise of any of the other rights and remedies granted hereunder. In the event a late charge is payable hereunder, whether or not collected, for two (2) installments of Rent during any Lease Year, then notwithstanding any provision of this Lease to the contrary, Rent shall, at Landlord’s option, become due and payable quarterly in advance. Any monetary payment due to Landlord hereunder, other than late charges, not received by Landlord when due shall bear interest from the 31st day after it was due. The interest (“Interest” or “Overdue Rate”) charged shall be computed at the rate of 1.5% per month but shall not exceed the maximum rate allowed by law.

5.4. Omitted.

5.5. Security Deposit. On the Effective Date, Tenant shall deliver the Security Deposit in the amount stated in Section 1 to Landlord. Upon the occurrence of any Event of Default, Landlord shall have the right to apply all or any portion of the Security Deposit toward amounts owing under this Lease and to compensate Landlord for all damages and costs sustained by Landlord resulting from or in connection with such Event of Default. In the event of any such application of the Security Deposit by Landlord, Tenant shall upon demand deliver to Landlord the sum required to restore the Security Deposit to the amount set forth in Section 1. At the expiration or termination of this Lease, Landlord shall return any remaining unapplied portion of the Security Deposit to Tenant within thirty (30) days after the date of such expiration or termination. Landlord is not required to segregate the Security Deposit from Landlord’s general funds and has no obligation to pay Tenant interest on the Security Deposit. In the event of a transfer of Landlord’s interest in this Lease during the Term hereof, provided Landlord transfers the then unapplied Security Deposit to the transferee, Landlord shall be discharged from any further liability with respect to the Security Deposit.

6. Additional Rent.

6.1. Operating Costs. Tenant shall pay directly, or to Landlord as applicable, all Operating Costs (defined below) of the Property in a timely manner and prior to delinquency. In the event Tenant fails to pay any Operating Cost within ten (10) days after written notice by Landlord to Tenant, and without being under any obligation to do so and without waiving any default by Tenant, Landlord may pay any delinquent Operating Costs. Any Operating Cost paid by Landlord and any expenses reasonably incurred by Landlord in connection with the payment of the delinquent Operating Cost, together with interest thereon at the Overdue Rate from the date paid by Landlord until the date repaid by Tenant, may be billed immediately to Tenant, or at Landlord’s option and upon written notice to Tenant, may be deducted from the Security Deposit. “Operating Costs” means all costs and expenses relating to the ownership, maintenance and operation of the Property including, but not limited to: insurance, maintenance, repair and replacement of the foundation, roof, walls, heating, ventilation, air conditioning, plumbing, electrical, mechanical, utility and safety systems, paving and parking areas, roads and driveways; maintenance, repair and replacement of exterior areas such as gardening and landscaping, snow removal and signage; maintenance, repair and replacement of roof membrane, flashings, gutters, downspouts, roof drains, skylights and waterproofing; painting; lighting; cleaning; refuse removal; security; utilities for, or the maintenance of, outside areas; building personnel costs; asset, property or administrative management fees incurred or attributable to the management of the Property; the costs, expenses, charges and assessments related to or arising from any covenants, conditions and restrictions affecting the Premises, or other matters of record; rentals or lease payments paid by Landlord for rented or leased personal property used in the operation or maintenance of the Premises; and fees for required licenses and permits.

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6.2. Real Property Taxes. From and after the Commencement Date, subject to terms and conditions of this Section 6.1, Tenant shall be responsible for and shall pay prior to delinquency, all Real Property Taxes due and payable during the Term. Landlord and Tenant agree to use commercially reasonable efforts to cause the tax assessor having jurisdiction over the Property to issue duplicate (or, if duplicate is not feasible, then separate) property tax bills to Landlord and Tenant, provided that if duplicate or separate tax bills are not issued by the tax assessor, the property tax bills shall be sent to Tenant. Tenant shall not be obligated to pay for the following (referred to as the “Excluded Taxes”): any income taxes imposed on Landlord (it being understood that any sales taxes or similar taxes on the Rent and other proceeds received by Landlord under this Lease shall be the responsibility of Tenant).

6.3. Real Property Taxes – Defined. “Real Property Taxes” means all real estate taxes, leasehold excise taxes and all other taxes relating to the Building and the Premises, all other taxes which may be levied in lieu of real estate taxes, all assessments, local improvement districts, assessment bonds, levies, fees and other governmental charges, including, but not limited to, charges for traffic facilities and improvements, water service studies, and improvements or amounts necessary to be expended because of governmental orders, whether general or special, ordinary or extraordinary, unforeseen as well as foreseen, of any kind and nature for public improvements, services, benefits, or any other purpose, which are assessed, levied, confirmed, imposed or become a lien upon the Building or any portion of the Premises, and which are payable during the Term, together with all reasonable costs and expenses paid by Landlord in contesting, resisting or appealing any such taxes, rates, duties, levies or assessments. Real Property Taxes exclude any franchise, estate, inheritance or succession transfer tax of Landlord, or any federal or state income, profits or revenue tax or charge upon the net income of Landlord from all sources; provided, however, if at any time during the Term there is levied or assessed against Landlord a federal, state or local tax or excise tax on rent, or any other tax however described on account of rent or gross receipts or any portion thereof, Tenant shall pay those taxes to Landlord as Additional Rent.

6.4. Personal Property Taxes. Tenant shall pay, prior to delinquency, all taxes and assessments levied upon all personal property of Tenant, including trade fixtures, inventories and other real or personal property placed or installed in and upon the Premises by Tenant (collectively, “Personal Property Taxes”). If any such taxes on Tenant’s personal property or trade fixtures are levied against Landlord or Landlord’s property or if the assessed value of the Premises is increased by the inclusion therein of a value placed upon such real or personal property or trade fixtures of Tenant, and if Landlord pays the taxes based upon such increased assessment, Tenant shall, upon demand, repay to Landlord the taxes so levied or the portion of such taxes reusing from such increase in the assessment. Tenant shall deliver to Landlord reasonable documentation evidencing Tenant’s compliance with the foregoing payment obligations.

6.5. Rental Taxes. In addition to Base Rent, Tenant shall pay Landlord all transaction privilege, sales, rental, excise, use, and/or other taxes levied upon or assessed against Landlord by any governmental authority having jurisdiction, which are measured by the Rent or other charges in any form paid by Tenant to Landlord (collectively with the Real Property Taxes and Personal Property Taxes, the “Taxes”). The amount required to be paid by Tenant to Landlord pursuant to the immediately preceding sentence shall be paid at the time the applicable Rent is due or other charges are due.

6.6. Payment of Delinquent Taxes. If Tenant is delinquent in the payment of any Taxes it is obligated to pay prior to delinquency, Landlord may, in its sole discretion, pay such delinquent amounts, including any interest or penalties due thereon, on behalf of Tenant. To the extent that Landlord has paid such amounts on behalf of Tenant, the aggregate amount thereof plus interest thereon at the Overdue Rate, from the date of Landlord’s payment thereof to the date of Tenant’s payment to Landlord, shall be immediately due and payable to Landlord by Tenant and shall constitute Additional Rent.

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6.7. Estimated Payments. At Landlord’s option, Tenant shall pay to Landlord each month together with payment of Base Rent one-twelfth (1/12) of Landlord’s reasonable estimate of the annual total of Operating Costs, Taxes, and other charges payable by Tenant to Landlord or a third party under this Lease.

7. Insurance.

7.1. Tenant’s Insurance. Tenant shall, at its own cost and expense, keep and maintain in full force during the Term and any other period of occupancy of the Premises by Tenant, the following types of insurance with insurance companies approved to engage in business in the State of Illinois, and reasonably approved by Landlord, in the amounts specified and in the form provided below:

7.1.1. Property, fire, casualty and extended coverage, all risk, insurance on and for the entire Premises and on Tenant’s fixtures, improvements and other property for not less than the full replacement value.

7.1.2. Commercial liability insurance insuring Tenant against any liability arising out of the lease, use, occupancy or maintenance of the Premises and all areas appurtenant thereto or business operated by Tenant pursuant to the Lease, including that from personal injury or property damage in or about the Premises, insuring Landlord, and any designated mortgagee of Landlord, and Tenant, and naming Landlord and any designated mortgagee of Landlord as an additional insured therein. Such insurance shall be in the minimum amounts of not less than $2,000,000 per occurrence against liability for bodily injury including death and personal injury for any single (1) occurrence and not less than $2,000,000 per occurrence for property damage, or combined single limit insurance insuring for bodily injury, death and property damage in an amount of not less than $4,000,000. The policy shall insure the hazards of the Premises and Tenant’s operations therein, shall include contractual liability coverage (covering the indemnity contained in Section 7.6 hereof) and shall (a) name Landlord and Landlord’s mortgagee under a mortgage or beneficiary under a deed of trust either having a first lien against the Premises (the “Lender”) as an additional insured; (b) contain a cross-liability provision; and (c) contain a provision that the insurance provided hereunder shall be primary and non-contributing with any other insurance available to Landlord.

7.1.3. Workers’ compensation insurance for the benefit of all employees entering upon the Premises as a result of or in connection with the employment by Tenant.

7.1.4. Such other forms of insurance as may be reasonably required by Landlord or Landlord’s Lender to cover future risks against which a reasonably prudent Landlord or Tenant would protect itself.

7.2. Form of Insurance Certificates. All policies shall be written in a form satisfactory to Landlord and shall be written by insurance companies licensed with a Best’s rating and Financial Size Category Rating of “A-” and authorized to do business in the state in which the Property is situated. Tenant shall furnish to Landlord, prior to Tenant’s entry into the Premises and thereafter within thirty (30) days prior to the expiration of each such policy (or renewal thereof), a certificate of insurance issued by the insurance carrier of each policy of insurance carried by Tenant pursuant hereto, together with a copy of the policy declaration page(s), certifying that such policy(ies) has been issued, provides coverage required by this Section 7 (including name of additional insured entities as required by this Section 7 and a statement that no deductible or self-insurance retention applies to such policy and upon request by Landlord, a copy of each such policy of insurance.

7.3. Tenant’s Failure. If Tenant fails to maintain any insurance required in this Lease, Tenant shall be liable for any loss or cost resulting from said failure, and Landlord shall have the right to obtain such insurance on Tenant’s behalf and at Tenant’s sole expense, the cost of which, plus a fifteen percent (15%) administrative fee, shall be deemed Additional Rent and shall be payable upon Landlord’s demand. This Section 7.3 shall not be deemed to be a waiver of any of Landlord’s rights and remedies under any other Section of this Lease. If Landlord obtains any insurance, which is the responsibility of Tenant to obtain under this Section 7, Landlord agrees to deliver to Tenant a written statement setting forth the cost of any such insurance and any administrative fee charged as provided for under this Section of this Lease.

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7.4. Waiver of Subrogation. Each policy evidencing insurance required to be carried by Tenant pursuant to this Section 7 shall contain the following clauses and provisions: (i) that such policy and the coverage evidenced thereby shall be primary and non-contributing with respect to any policies carried by Landlord and that any coverage carried by Landlord be excess insurance; (ii) including Landlord and the parties set forth in Section 7 of this Lease and any other parties designated by Landlord from time to time as additional insured entities; (iii) a waiver by the insurer of any right to subrogation against Landlord and other additional insured entities, its or their agents, employees and representatives which arises or might arise by reason of any payment under such policy(ies) or by reason of any act or omission of Landlord, its agents, employees or representatives; (iv) a severability of interest clause or endorsement; and (v) that the insurer will not cancel or change the coverage provided by such policy without giving Landlord thirty (30) days’ prior written notice.

7.5. Tenant’s Properties and Fixtures. Tenant assumes the risk of damage, destruction, theft and loss to any furniture, equipment, machinery, goods, supplies or fixtures which are or remain the property of Tenant. Tenant shall not do or keep anything in or about the Premises, which will in any way tend to increase insurance rates. In no event shall Tenant carry on any activities, which would invalidate any insurance coverage maintained by Landlord or Tenant. If Tenant’s occupancy or business in, or on, the Premises, whether or not Landlord has consented to the same, results in any increase in premiums for any insurance with respect to the Premises, Tenant shall pay any such increase in premiums as Additional Rent within ten (10) days after being billed by Landlord. Tenant shall promptly comply with all reasonable requirements of the insurance underwriters and/or any governmental authority having jurisdiction there over, necessary for the maintenance of reasonable fire and extended insurance for the Premises.

7.6. Indemnification.

7.6.1. Tenant agrees to indemnify, defend and save Landlord and Landlord’s officers, trustees, directors, partners, beneficiaries, mortgagees, joint venturers, members, or other principals or representatives, disclosed or undisclosed (and their respective successors and assigns) (collectively, “Landlord Parties”) harmless from all claims, actions, judgments, suits, losses, fines, penalties, demands, costs and expenses and liability whatsoever, including reasonable attorneys’ fees, expert fees and court costs (“Indemnified Claims”) on account of (i) any damage or liability occasioned in whole or in part by any use or occupancy of the Premises or by any act or omission of Tenant or any of Tenant’s agents, employees, subtenants, assignees, licensees, contractors or invitees (collectively, “Tenant Parties”); (ii) the use of the Premises by Tenant or any Tenant Parties and conduct of Tenant’s business by Tenant or any Tenant Parties, or any other activity, work or thing done, permitted or suffered by Tenant or any Tenant Parties, in or about the Premises; (iii) any breach by Tenant of any obligations on Tenant’s part to be performed under the terms of this Lease; or (iv) for, from and against all costs and charges, including reasonable attorneys’ and other reasonable professional fees, incurred in and about any of such matters and the defense of any action arising out of the same or in discharging the Building and/or Premises, or any part or any thereof, from any and all liens, charges or judgments which may accrue or be placed thereon by reason of any act or omission of Tenant or any Tenant Parties. In case any action or proceeding is brought against Landlord or any Landlord Parties by reason of any such Indemnified Claims, Tenant, upon notice from Landlord, shall defend the same at Tenant’s expense by counsel approved in writing by Landlord and Landlord’s insurance carrier, which approval shall not be unreasonably withheld. Tenant shall not be liable for damage or injury occasioned by the gross negligence or willful misconduct of Landlord or its agents, contractors or employees. Tenant’s indemnification obligation under this Section 7.6.1. shall survive the expiration or earlier termination of this Lease. Tenant’s covenants, agreements and indemnification in in this Section 7 are not intended to and shall not relieve any insurance carrier of its obligations under policies required to be carried by Tenant pursuant to the provisions of this Lease. Notwithstanding anything contained in this Lease to the contrary, Tenant shall have no obligation to indemnify, defend or save harmless the Landlord Parties from Indemnified Claims solely arising due to Tenant’s use of the Premises for the Permitted Use.

7.6.2. In no event shall Landlord, its agents, employees and/or contractors be liable for any personal injury or death or property damage caused by other lessees or their agents, as the case may be, or caused by public or quasi-public work, or for consequential damages arising out of any loss of the use of the Premises or any equipment or facilities therein by Tenant or any person claiming through or under Tenant.

7.7. Damage to Tenant’s Property. Notwithstanding the provisions of Section 7.6. to the contrary, except to the extent due to the gross negligence or willful misconduct of Landlord, Landlord, its agents, employees and/or contractors shall not be liable for (i) any damage to property entrusted to employees or security officers of the Premises, (ii) loss or damage to any property by theft or otherwise, or (iii) any injury or damage to persons or property resulting from fire, explosion, falling substances or materials, steam, gas, electricity, water or rain which may leak from any part of the Premises or from the pipes, appliances or plumbing work therein or from the roof, street, or subsurface or from any other place or resulting from dampness or any other cause. Neither Landlord nor its agents, employees or contractors shall be liable for interference with light. Tenant shall give prompt notice to Landlord and appropriate emergency response officials if Tenant is or becomes aware of fire or accidents in the Premises or of defects therein in the fixtures or equipment.

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8. Repairs and Maintenance; Utilities; Non-Liability of Landlord; Inspection.

8.1. Repairs and Maintenance. Tenant shall, at its own cost and expense, maintain the structural and non-structural portions of the Premises, including the parking areas and vacant land areas, in good and tenantable condition consistent with a first class retail premises and otherwise in compliance with all applicable federal, state and local laws, rules, regulations, orders and guidelines now or hereafter in force, and make all repairs to the Premises and every part thereof as needed. Tenant’s obligations under this Section shall include, but not be limited to, modifying, repairing, replacing, installing and maintaining, as applicable, the following: items as are required by any governmental agency having jurisdiction thereof (whether the same is ordinary or extraordinary, foreseen or unforeseen); the roof, exterior walls, structural columns and structural floor or floors of the Premises in good condition; interior walls and glass; the interior portions of exterior walls; ceilings; utility meters exclusively serving the Premises (including those outside the Premises if they exclusively serve the Premises); pipes and conduits within the Premises exclusively serving the Premises; all pipes and conduits outside the Premises exclusively serving the Premises between the Premises and the service meter; all fixtures; heating, ventilating and air conditioning (“HVAC”) system exclusively serving the Premises (including all components thereof whether located inside or outside the Premises); sprinkler equipment and other equipment within the Premises exclusively serving the Premises; the storefront and all exterior glass; all of Tenant’s signs (both interior and exterior); locks and closing devices; all window sashes, casements or frames, doors and door frames; and any alterations, additions or changes performed by or on behalf of Tenant (whether structural or non-structural); provided that Tenant shall make no adjustment, alteration or repair of any part of any sprinkler or sprinkler alarm system in or serving the Premises without Landlord’s prior approval (which approval shall not be unreasonably withheld, conditioned or delayed).

8.2. Utilities. Tenant shall arrange for all utilities to be furnished to the Premises, including lines for water, electricity, sewage and telephone. Tenant shall pay before delinquency, at its sole cost and expense, all charges for water, heat, electricity, power, telephone service, sewer service charges and other utilities or services charged or attributable to the Premises; provided, however, that if any such services or utilities shall be billed to Landlord, Tenant shall pay to Landlord as Additional Rent, an amount equal to such costs.

8.3. Non-Liability of Landlord. Notwithstanding anything to the contrary contained in this Lease, Landlord shall not be in default hereunder or be liable for any damages directly or indirectly resulting from, nor shall the Rent herein reserved be abated or rebated by reason of (a) the interruption or curtailment of the use of the Premises; or (b) any failure to furnish or delay in furnishing any services required to be provided by Landlord, unless and to the extent such failure or delay is caused by any condition created solely by Landlord’s gross negligence; or (c) the limitation, curtailment, rationing or restriction of the use of water or electricity, gas or any other form of energy or any other service or utility whatsoever serving the Premises.

8.4. Inspection of Premises. Subject to the Cannabis Laws, Landlord may enter the Premises to inspect, clean, improve or repair the same, to inspect the performance by Tenant of the terms and conditions hereof, show the Premises to prospective purchasers, tenants and lenders and for all other purposes as Landlord shall reasonably deem necessary or appropriate; provided, that Landlord shall use reasonable efforts not to unreasonably interfere with Tenant’s business in exercise of Landlord’s rights hereunder. So long as Landlord uses reasonable efforts to not unreasonably interfere with Tenants business, Tenant hereby waives any claim for damages for any injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Premises and any other loss in, upon or about the Premises, arising from exercise by Landlord of its rights hereunder.

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9. Fixtures, Personal Property and Alterations.

9.1. Fixtures and Personal Property. Tenant, at Tenant’s expense, may install any necessary trade fixtures, equipment and furniture in the Premises, provided that such items are installed and are removable without damage to the structure of the Premises, including, but not limited to, damage to drywall, doors, door frames and floors. Landlord reserves the right to approve or disapprove of any interior improvements in excess of $50,000; such improvements must be submitted for Landlord’s written approval prior to installation, or Landlord may remove or replace such items at Tenant’s sole expense. Said trade fixtures, equipment, furniture, cabling and personal property shall remain Tenant’s property and shall be maintained in good condition while on the Premises and removed by Tenant upon the expiration or earlier termination of the Lease. As a covenant which shall survive the expiration or earlier termination of this Lease, Tenant shall repair, at Tenant’s sole expense, or at Landlord’s election, reimburse Landlord for the cost to repair all damage caused by the installation, use, or removal of said trade fixtures, equipment, cabling, furniture, personal property or temporary improvements. All installations and fixtures shall, at Landlord’s election at any time, become the property of Landlord. If Tenant fails to remove any items required by Landlord prior to or upon the expiration or earlier termination of this Lease, Landlord, at its option and without liability to Tenant, may keep and use them or remove any or all of them and cause them to be stored or sold in accordance with applicable Laws, and Tenant shall, upon demand of Landlord, pay to Landlord as Additional Rent hereunder all costs and expenses incurred by Landlord in so storing and/or selling said items. In the event any such fixtures, equipment, and/or furniture of Tenant are sold by Landlord, the proceeds of such sale shall be applied, first, to all expenses of Landlord incurred in connection with storage and sale; second, to any amounts owed by Tenant to Landlord under this Lease or otherwise, and, third, the remainder, if any, shall be paid to Tenant.

9.2. Alterations. Tenant shall not make or allow to be made any alterations, additions or improvements (“Alterations”) to the Premises without obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Tenant shall deliver to Landlord the contractor’s name, state license number (if applicable), a certificate of liability insurance naming Landlord and, at Landlord’s option, Landlord’s Lender(s) as an additional insured, as well as full and complete plans and specifications of all such Alterations and any subsequent modifications or additions to such plans and specifications, and no proposed work shall be commenced or continued by Tenant until Landlord has received and given its written approval of each of the foregoing. Landlord shall either approve or disapprove any proposed Alteration within thirty ten (10) days following receipt of the applicable plans and specifications, and if Landlord fails to deliver notice of disapproval within ten (10) days following receipt of the applicable plans and specifications, Landlord’s consent shall be deemed given. Landlord’s consent or comments on any such plans shall not be deemed an express or implicit covenant or warranty that any plans or specifications submitted by Tenant are accurate, safe or sufficient or that the same comply with any Laws, ordinances, or building codes. Tenant will indemnify, protect, defend and hold Landlord and the Landlord Parties, and the Premises harmless for, from and against any loss, damage, liability, claims, cost or expense, including attorneys’ fees and costs, incurred as a result of any defects in design, materials or workmanship resulting from Tenant’s Alterations to the Premises. All Alterations which are not permanently affixed to the Premises shall remain the property of Tenant until termination of this Lease, at which time they shall, unless otherwise elected by Landlord by written notice to Tenant, be and become the property of Landlord. At the expiration or termination of the Lease, Landlord may require Tenant to remove any partitions, counters, railings, telephone and telecommunications lines, cables, conduits and equipment and/or other improvements installed by Tenant, and Tenant shall repair all damage resulting from such removal or shall pay to Landlord all costs arising from such removal if Landlord demands the removal of such improvements upon expiration or termination of this Lease and Tenant fails to remove and repair the Premises prior to Tenant’s vacation thereof. All Alterations shall be done in a good and workmanlike manner and substantially in compliance with the plans and specifications approved by Landlord and in compliance with all applicable Laws and as-built plans and specifications shall be provided to Landlord by Tenant upon completion of the work. If required by Landlord, Tenant shall secure at Tenant’s own cost and expense a completion and lien indemnity bond or other adequate security, in form and substance reasonably satisfactory to Landlord. Notwithstanding the foregoing, Tenant shall be permitted to make interior, nonstructural alterations or additions costing less than $50,000 without Landlord’s consent.

9.3. Liens. Tenant shall promptly file and/or record, as applicable, all notices of completion provided for by law, and shall pay and discharge all claims for work or labor done, supplies furnished or services rendered at the request of Tenant or at the request of Landlord on behalf of Tenant, and shall keep the Premises free and clear of all contractor’s, mechanics’, materialmen’s and worker’s liens in connection therewith. Landlord shall have the right, and shall be given five (5) business days written notice by Tenant prior to commencement of the work, to post or keep posted on the Premises, or in the immediate vicinity thereof, any notices of non-responsibility for any construction, alteration, or repair of the Premises by Tenant. If any such lien or notice preceding the filing of any lien is filed, Tenant shall cause same to be discharged of record (or bonded over) within fifteen (15) days thereof. If said lien or potential encumbrance is not timely discharged (or bonded over) by Tenant, Landlord may, but shall not be required to, take such action or pay such amount as may be necessary to remove such lien and Tenant shall pay to Landlord as Additional Rent any such amounts expended by Landlord, together with Interest thereon within ten (10) days after notice is received from Landlord of the amount expended by Landlord.

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10. Use and Compliance with Applicable Laws.

10.1. Use of Premises and Compliance. Tenant shall only use the Premises for the purposes described in Section 1 above, and for no other use without the prior written consent of Landlord. Tenant shall, at Tenant’s sole cost and expense, comply with applicable Laws pertaining to Tenant’s business operations, alterations and/or specific use of the Premises. In connection with the immediately preceding sentence, Tenant and Landlord acknowledge their belief that this Lease of the Premises for the intended use relates to activities that they have been advised are lawful under the laws of the State of Illinois, yet not lawful under the laws of the United States. Notwithstanding anything contained in this Lease to the contrary, the parties acknowledge and agree (a) that the production, distribution and sale of cannabis is or may be a regulated, restricted, and/or prohibited by various federal laws, statutes, regulations and/or codes, including, but not limited to, the Controlled Substances Act (collectively “Federal Cannabis Laws”), (b) that Tenant shall not be required to comply with any Federal Cannabis Laws relating to the production, distribution and/or sale of cannabis, and (c) that in the event that the use of Premises for the Permitted Use violates any Federal Cannabis Laws, such violation shall not be a default under this Lease and shall not be any basis to challenge, or any defense to, the enforceability of this Lease. Notwithstanding the foregoing, in the event that subsequent revisions to the Federal Cannabis Laws allow for the production, distribution and/or sale of cannabis, Tenant shall be responsible for and comply with all such federal laws, statutes, regulations and/or codes pertaining to the use of cannabis under this Lease.

10.2. Hazardous Materials. “Hazardous Materials” means, among other things, any of the following, in any amount: (a) any petroleum or petroleum derived or derivative product, asbestos in any form, urea formaldehyde and polychlorinated biphenyls and medical wastes; (b) any radioactive substance; (c) any toxic, infectious, reactive, corrosive, ignitable or flammable chemical or chemical compound; and (d) any chemicals, materials or substances, whether solid, liquid or gas, defined as or included in the definitions of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “extremely hazardous wastes,” “restricted hazardous wastes,” ‘‘toxic substances,” “toxic pollutants,” “solid waste,” or words of similar import in any federal, state or local statute, law, ordinance or regulation or court decisions now existing or hereafter existing as the same may be interpreted by government offices and agencies. “Hazardous Materials Laws” means any federal, state or local statutes, laws, ordinances or regulations or court decisions now existing or hereafter existing that control, classify, regulate, list or define Hazardous Materials or require remediation of Hazardous Materials contamination.

10.2.1. Compliance. Tenant will not cause any Hazardous Material to be brought upon, kept, generated or used on the Property or Premises in a manner or for a purpose prohibited by or that could result in liability under any Hazardous Materials Law; provided, however, in no event shall Tenant allow any Hazardous Material to be brought upon, kept, generated or used on the Property or Premises other than those Hazardous Materials for which Tenant has received Landlord’s prior written consent to bring on (other than small quantities of cleaning or other/industrial supplies as are customarily used by a Tenant in the ordinary course of business). Tenant, at its sole cost and expense, will comply with (and obtain all permits required under) all Hazardous Materials Laws, groundwater wellhead protection laws, storm water management laws, fire protection provisions, and prudent industry practice relating to the presence, storage, transportation, disposal, release or management of Hazardous Materials in, on, under or about the Premises or Premises that Tenant brings upon, keeps, generates or uses in the Premises or on the Property (including, without limitation, but subject to this Section 10.2, immediate remediation of any Hazardous Materials in, on, under or about the Property or Premises that Tenant brings upon, keeps, generates or uses on the Property or Premises in compliance with Hazardous Materials Laws) and in no event shall Tenant allow any liens or encumbrances pertaining to Tenant’s use of Hazardous Materials to attach to any portion of the Property or Premises. On or before the expiration or earlier termination of this Lease, Tenant, at its sole cost and expense, will completely remove from the Premises or, as applicable, the Property (regardless whether any Hazardous Materials Law requires removal), in compliance with all Hazardous Materials Laws, all Hazardous Materials Tenant causes to be present in, on, under or about the Premises or the Property. Tenant will not take any remedial action in response to the presence of any Hazardous Materials in on, under or about the Premises or the Property, nor enter into (or commence negotiations with respect to) any settlement agreement, consent decree or other compromise with respect to any claims relating to or in any way connected with Hazardous Materials in, on, under or about the Premises or the Property, without first notifying Landlord of Tenant’s intention to do so and affording Landlord reasonable opportunity to investigate, appear, intervene and otherwise assert and protect Landlord’s interest in the Premises or the Property. Landlord shall have the right from time to time to inspect the Premises or Property to determine if Tenant is in compliance with this Section 10.2.

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10.2.2. Notice of Actions. Tenant will notify Landlord of any of the following actions affecting Landlord, Tenant or the Premises or the Property that result from or in any way relate to Tenant’s use of the Premises or the Property immediately after receiving notice of the same: (i) any enforcement, cleanup, removal or other governmental or regulatory action instituted, completed or threatened under any Hazardous Materials Law; (ii) any claim made or threatened by any person relating to damage, contribution, liability, cost recovery, compensation, loss or injury resulting from or claimed to result from any Hazardous Material; and (iii) any reports made by any person, including Tenant, to any environmental agency relating to any Hazardous Material, including any complaints, notices, warnings or asserted violations. Tenant will also deliver to Landlord, as promptly as possible and in any event within five (5) business days after Tenant first receives or sends the same, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Premises or the Property or Tenant’s use of the Premises or the Property. Upon Landlord’s written request, Tenant will promptly deliver to Landlord documentation acceptable to Landlord reflecting the legal and proper disposal of all Hazardous Materials removed or to be removed from the Premises or Property. All such documentation will list Tenant or its agent as a responsible party and the generator of such Hazardous Materials and will not attribute responsibility for any such Hazardous Materials to Landlord or Landlord’s property manager.

10.2.3. Disclosure. Tenant acknowledges and agrees that all reporting and warning obligations required under Hazardous Materials Laws resulting from or in any way relating to Tenant’s use of the Premises or Project are Tenant’s sole responsibility, regardless whether the Hazardous Materials Laws permit or require Landlord to report or warn.

10.2.4. Indemnification for Environmental Liability. Tenant releases and will indemnify, defend (with counsel reasonably acceptable to Landlord), protect and hold harmless the Landlord and the Landlord Parties for, from and against any and all claims, liabilities, damages, losses, costs and expenses whatsoever arising or resulting, in whole or in part, directly or indirectly, from the presence, treatment, remediation, storage, transportation, disposal, release or management of Hazardous Materials in, on, under, upon or from the Premises or the Property (including water tables and atmosphere), whether or not having originated prior to or after the Effective Date. Tenant’s obligations under this Section include, without limitation and whether foreseeable or unforeseeable, (i) the costs of any required or necessary repair, cleanup, detoxification or decontamination of the Premises or the Property; (ii) the costs of implementing any closure, remediation or other required action in connection therewith as stated above; (iii) the value of any loss of use and any diminution in value of the Premises or the Property, and (iv) consultants’ fees, experts’ fees and response costs. The Tenant’s obligations under this Section survive the expiration or earlier termination of this Lease.

10.3. Signs. Tenant shall not paint, display, inscribe, place or affix any sign, picture, advertisement, notice, lettering, or direction on any part of the outside of the Building or visible from the outside of the Premises, except as first approved by Landlord in writing, which shall not be unreasonably withheld. All signage shall comply with Landlord’s sign criteria as adopted and promulgated by Landlord from time to time, and with any declaration or covenants, conditions and restrictions affecting the Premises, and with all Laws. Provided, however, that Tenant shall be allowed to install the maximum signage allowed by law and municipal code on three (3) sides of the storefront elevations of the exterior of the Premises and on the existing pylon sign. Additionally, Tenant shall be permitted to place “Coming Soon” banner on the exterior of the Premises.

10.4. Sales Reporting.

10.4.1. Omitted.

10.4.2. Sales Reports. Within fourteen (14) days following Landlord’s request (which request shall not be made more than once in any calendar quarter), Tenant shall prepare and deliver to Landlord a statement of Tenant’s gross sales for the preceding calendar quarter, which statement shall be provided as an accommodation to Landlord.

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10.5. Financial Statements. From time to time during the Term upon Landlord’s request (not to exceed one time per calendar year unless the request is in connection with Landlord’s attempted sale or financing of the Premises) and within fifteen (15) days following such request, in each case, Tenant shall deliver to Landlord the most currently available audited financial statements and tax returns of Tenant; and if no such audited financial statement is available, then Tenant shall instead deliver to Landlord its most currently available balance sheet, income statement, profit and loss statement and other information and documentation describing and concerning Tenant’s financial condition, and in form and substance reasonably acceptable to Landlord. Furthermore, upon the delivery of any such financial information from time to time during the Term, Tenant shall be deemed to automatically represent and warrant to Landlord that the financial information delivered to Landlord is true, accurate and complete, and that there has been no adverse change in the financial condition of Tenant since the date of the then-applicable financial information.

10.5.1 Use and Confidentiality of Financial Information. Landlord acknowledges that any financial information included in Sales Reports or Financial Statements delivered by Tenant to Landlord may contain sensitive information, and as such, Landlord will receive such information with confidential treatment. Landlord intends to use such information as a means to underwrite creditworthiness of the Tenant, from time to time, as well as maintain compliance with various property management requirements.

10.6. Absolute Net Lease. Tenant understands and agrees that this Lease is what is referred to as an absolute net lease. Tenant acknowledges and agrees, without limiting the generality of any other terms or provisions of this Lease, that it is the intent of the parties hereto that any and all amounts paid in this Lease to be paid by Tenant to Landlord, shall be net to Landlord, and any and all costs, expenses, sums, and charges incurred in connection with the Premises or any common areas associated with or relating to the Premises or in connection with the operations thereon, including any and all Taxes, management and administrative fees incurred by Tenant and costs of repair, maintenance and operation of the Premises shall be paid by Tenant.

11. Damage and Destruction.

11.1. Reconstruction. If any part of the Premises is damaged or destroyed during the Term, Tenant shall diligently repair or rebuild it to substantially the condition in which it existed immediately prior to such damage or destruction, provided that Landlord shall have the right (by written notice to Tenant) to repair or rebuild the Premises at Tenant’s sole cost and expense, in which event Tenant shall promptly provide Landlord with the funds necessary, including insurance proceeds, to repair and restore the Building/Premises, as such repairs and restoration progresses, including on a monthly basis, as Landlord may determine. In no event shall any Rent be abated as a result of any damage or destruction to the Premises. Notwithstanding the foregoing, if any such damage renders all or a substantial portion of the Premises untenantable during the last two (2) years of the Term, Tenant shall have the option to terminate this Lease, if and only if Tenant’s insurance policies covering property casualty, damage, and destruction shall have caused a successful claim and payout to Landlord reasonably equal to such damage to have rendered all or a substantial portion of the Premises untenantable, by giving written notice to Landlord within ninety (90) days after the date such damage occurred, and if such option is so exercised, this Lease shall terminate as of the date of such notice.

11.2. Excessive Damage or Destruction. If the Premises is damaged or destroyed to the extent that it cannot within Landlord’s reasonable discretion, with reasonable diligence, be fully repaired or restored within the earlier of (i) one hundred eighty (180) days after the date of the damage or destruction, or (ii) the expiration of the Term, Landlord may terminate this Lease by written notice to Tenant within thirty (30) days of the date of the damage or destruction. If Landlord does not terminate the Lease, this Lease shall remain in full force and effect.

11.3. Uninsured Casualty. Notwithstanding anything herein to the contrary, in the event of damage to or destruction of all or any portion of the Building, which damage or destruction is not fully covered by the insurance proceeds received by Tenant under the insurance policies described in Section 7, Landlord may terminate this Lease by written notice to Tenant given within sixty (60) days after the date of notice to Landlord that said damage or destruction is not so covered. If Landlord does not elect to terminate this Lease, this Lease shall remain in full force and effect and the Premises shall be repaired and rebuilt in accordance with the provisions for repair set forth in Section 11.1.

11.4. Waiver. This Lease sets forth the terms and conditions upon which this Lease may be terminated in the event of any damage or destruction. Accordingly, except for Tenant’s termination rights specifically set forth in this Article and as expressly set forth elsewhere in this Lease, Tenant hereby waives any right to terminate this Lease by reason of damage or casualty loss pursuant to any present or future laws or case decisions to the same effect.

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12. Eminent Domain.

12.1. All of Premises Taken. If the whole of the Premises is taken either permanently or temporarily by any right of eminent domain or conveyance in lieu thereof (each being hereinafter referred to as “condemnation”), this Lease shall terminate as of the day possession shall be taken by the condemning authority.

12.2. Less Than All of Premises Taken. If twenty percent (20%) or more of the square footage in the Premises is taken by condemnation or if the remainder of the Premises is divided in two (2) or more units, then Landlord shall have the right to terminate this Lease upon written notice to Tenant delivered no later than the day possession shall be taken by such condemning authority whereupon this Lease shall terminate as of the day possession shall be taken by such condemning authority. Tenant shall pay Rent and perform all of its other obligations under this Lease up to that date. If this Lease is not so terminated, the square footage of the Premises shall be accordingly adjusted as of the date of the taking, Rent shall be accordingly adjusted and any pre-paid Rent shall be proportionately credited or debited to Tenant. Thereafter, the Rent shall be based on the square footage of the Premises. Landlord agrees, at Landlord’s cost and expense, as soon as reasonably possible, to restore the Premises on the land remaining to a complete unit of like quality and character as existed prior to such appropriation or taking, provided that Landlord shall not be required to expend more on such restoration than the condemnation award received by Landlord (less all expenses, costs, legal fees and court costs incurred by Landlord in connection with such award).

12.3. Ownership of Award. All damages for any condemnation of all or any part of the Premises shall belong to Landlord without any deduction therefrom for any present or future estate of Tenant, and Tenant hereby assigns to Landlord all its right, title and interest to any such award. Although all damages in the event of any condemnation are to belong to Landlord, Tenant shall have the right to claim and recover from the condemning authority, but not from Landlord, such compensation as may be separately awarded or recoverable by Tenant in Tenant’s own right on account of any and all damage to Tenant’s business by reason of the condemnation and for or on account of any cost or loss which Tenant might incur in removing Tenant’s merchandise, furniture, fixtures, leasehold improvements and equipment provided the same does not reduce Landlord’s award.

13. Default; Remedies.

13.1. Events of Default - Tenant. The occurrence of any of the following events shall constitute an “Event of Default” on the part of the Tenant under this Lease:

13.1.1. Tenant fails to pay within five (5) days after the due date any installment of Rent or other payment required pursuant to this Lease without the requirement of any notice by Landlord.

13.1.2. Tenant vacates or abandons the Premises for a period in excess of sixty (60) days, whether or not Tenant is in default of the Rent payments due under this Lease.

13.1.3. Tenant fails to comply with any term, provision, or covenant of this Lease, and such failure is not cured within twenty (20) days after written notice thereof to Tenant (said notice being in lieu of, and not in addition to, any notice required as a prerequisite to a forcible entry and detainer or similar action for possession of the Premises); provided that if any such failure does not involve the payment of any monetary sum, is not willful or intentional, does not place any rights or property of Landlord in immediate jeopardy, and is within the reasonable power of Tenant to promptly cure after receipt of notice of such failure, all as determined by Landlord in its reasonable discretion, and if the nature of such cure is such that a longer cure period is necessary, Tenant shall only be in default if Tenant shall have failed to commence such cure within said twenty (20) day period and thereafter to have diligently prosecuted such cure to completion.

13.1.4. Tenant shall file a petition or be adjudged a debtor or bankrupt or insolvent under the United States Bankruptcy Code, as amended, or any similar law or statute of the United States or any State; or a receiver or trustee shall be appointed for all or substantially all of the assets of Tenant and such appointment or petition, if involuntary, is not dismissed within sixty (60) days of filing.

13.1.5. Tenant makes an assignment for the benefit of creditors.

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13.1.6. Any insurance required to be maintained by Tenant pursuant to this Lease is cancelled or terminated or shall expire or shall be reduced or materially changed, except, in each case, as permitted in this Lease and such default continues for more than seven (7) days after Landlord gives Tenant written notice of such default.

13.1.7. Tenant attempts or there occurs any assignment, subleasing or other transfer of Tenant’s interest in or with respect to this Lease except as expressly permitted in this Lease.

13.1.8. Tenant fails to replenish or increase, as applicable, the Security Deposit in accordance with the provisions of this Lease and such failure continues for more than ten (10) days after Landlord gives Tenant written notice of the same.

13.2. Remedies - Landlord.

13.2.1. Upon the occurrence of any Event of Default set forth in this Lease, in addition to any other remedies available to Landlord at law or in equity, Landlord shall have the immediate option but not the obligation to terminate this Lease and all rights of Tenant. In the event that Landlord shall elect to so terminate this Lease, then Landlord may recover from Tenant: (i) any unpaid Rent which has been earned at the time of such termination plus Interest at the rates contemplated by this Lease; plus (ii) for the period after such termination, additional damages which are hereby stipulated to be equal to the present value of the Base Rent and Addition Rent required to be paid under this Lease that, but for termination of this Lease, would have become due during the remainder of the Term; plus (iii) any other amount necessary to compensate Landlord for all the damages caused by Tenant’s failure to perform Tenant’s obligation under this Lease or which in the ordinary course of things would be likely to result therefrom, including actual and reasonable amounts of the foregoing expenses: costs to restore the Premises to good condition, costs to remodel, renovate or otherwise prepare the Premises, or portions thereof, for a new tenant, leasing commissions, marketing expenses, reasonable attorneys’ fees, and free rent, moving allowances and other types of leasing concessions.

13.2.2. In the event of any Event of Default by Tenant, Landlord shall also have the right with or without terminating this Lease, to re-enter the Premises and remove all persons and property from the Premises if Tenant fails to comply within the ten (10) day period described above; such property may be removed and stored in a public warehouse or elsewhere at the cost of and for the account of Tenant. No re-entry or taking possession of the Premises by Landlord shall be construed as an acceptance of a surrender of the Premises or an election to terminate this Lease unless a written notice of such intention is given to Tenant or unless the termination thereof is decreed by a court of competent jurisdiction.

13.2.3. In the event of the vacation or abandonment of the Premises by Tenant or in the event that Landlord elects to re-enter as provided above or takes possession of the Premises pursuant to legal proceedings or pursuant to any notice provided by Law, then if Landlord does not elect to terminate this Lease, Landlord may from time to time, without terminating this Lease, either recover all Rent as it becomes due or re-let the Premises or any part thereof for the Term on terms and conditions as Landlord determines in its sole discretion.

13.2.4. In the event that Landlord elects to re-let, the rents received by Landlord from such relating shall be applied: first to the payment of any indebtedness other than Rent due hereunder from Tenant to Landlord second to the payment of any costs of re-letting; third, to the payment of the cost of any alterations and repairs to the Premises; fourth, to the payment of Rent due and unpaid; and the residual, if any, shall be held by Landlord and applied to payment of future Rent as the same shall become due and payable hereunder. Should that portion of such rents received from such re-letting during the month, which is applied to the payment of Rent, be less than the Rent payable during that month by Tenant hereunder, then Tenant shall pay any such deficiency to Landlord immediately upon demand therefor by Landlord. Such deficiency shall be calculated and paid monthly. Tenant shall also pay to Landlord, as soon as is certain, any of the costs and expenses incurred by Landlord in such re-letting or in making such alterations and repairs not covered by the rents received from such re-letting.

13.2.5. All rights, options and remedies of Landlord contained in this Lease shall be construed and held to be cumulative, and no one of them shall be exclusive of the other, and Landlord shall have the right to pursue any one or all of such remedies or any other remedy or relief which may be provided by law, whether or not stated in this Lease. No waiver of any default of Tenant hereunder shall be implied from any acceptance by Landlord of any Rent or other payments due hereunder or any omission by Landlord to take any action on account of such default if such default persists or is repeated, and no express waiver shall affect defaults other than as specified in said waiver. The consent or approval of Landlord to or of any act by Tenant requiring Landlord’s consent or approval shall not be deemed to waive or render unnecessary Landlord’s consent or approval to or of any subsequent similar acts by Tenant.

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13.3. Default – Landlord and Tenant’s Remedies. Except as otherwise provided in this Lease, Landlord shall be in default under this Lease if Landlord fails to perform any of its obligations hereunder within a reasonable time after its receipt of written notice from Tenant notifying Landlord of any breach of its obligations under this Lease. If Landlord defaults under this Lease and if, as a consequence of such default, Tenant recovers a money judgment against Landlord, such judgment shall be satisfied against the right, title and interest of Landlord in the Premises including, but not limited to, the rents, proceeds and profits derived therefrom as the same may then be constituted and encumbered, and Landlord shall not be liable for any deficiency. In no event shall Tenant have the right to levy execution against any property of Landlord other than its right, title and interest in the Premises including, but not limited to, the rents, proceeds and profits derived therefrom. Upon any such uncured default by Landlord, Tenant may exercise any of its rights provided at law or in equity; provided, however: (a) Tenant shall have no right to offset or abate rent in the event of any default by Landlord under this Lease, except to the extent offset rights are specifically provided to Tenant in this Lease; (b) Tenant shall have no right to terminate this Lease; and (c) Tenant’s rights and remedies hereunder shall be limited to the extent (i) Tenant has expressly waived in this Lease any of such rights or remedies and/or (ii) this Lease otherwise expressly limits Tenant’s rights or remedies. Notwithstanding anything contained in this Lease to the contrary, the obligations of Landlord under this Lease (including any actual or alleged breach or default by Landlord) do not constitute personal obligations of the individual partners, directors, officers, members or shareholders of Landlord or Landlord’s partners, and Tenant shall not seek recourse against the individual partners, directors, officers, members or shareholders of Landlord or against Landlord’s partners or any other persons or entities having any interest in Landlord, or any of their personal assets for satisfaction of any liability with respect to this Lease. In no event shall Landlord or any Landlord Parties ever be liable pursuant to this Lease for lost profits or consequential, speculative or punitive damages.

13.4. Tenant’s Property to Remain. If there is an Event of Default, all of Tenant’s furniture, fixtures, equipment, improvements, additions, alterations, and other personal property shall, at the election of Landlord and to the extent permitted by the Cannabis Laws, remain on the Premises and, in that event and continuing during the length of said default, Landlord shall have the right to take exclusive possession of same and to use same, without cost, until all defaults are cured or, at its option, at any time during the Term to require Tenant to forthwith remove same.

13.5. Tenant’s Waiver. Tenant hereby expressly waives, for itself and all persons claiming by, through, or under it, any right of redemption or for the restoration of the operation of this Lease under any present or future law, including without limitation any such right which Tenant would otherwise have in case Tenant shall be dispossessed for any cause, or in case Landlord shall obtain possession of the Premises as herein provided. If an Event of Default occurs, Tenant hereby waives its rights to receive any notice of default, as well as any period of and right to cure said default, as may be required by state or local law, and Tenant’s rights in that regard shall be solely as provided in this Lease.

14. Bankruptcy Provisions.

Landlord and Tenant (as either debtor or debtor-in-possession) agree that if a petition (“Petition”) is filed by or against Tenant under any Chapter of Title 11 of the United States Code (the “Bankruptcy Code”), the following provisions shall apply:

14.1. Adequate protection for Tenant’s obligations accruing after filing of the Petition and before this Lease is rejected or assumed shall be provided within 15 days after filing in the form of a security deposit equal to three months’ Base Rent and Additional Rent and other Lease charges, shall be held by the court or an escrow agent approved by Landlord and the court.

14.2. The sum of all amounts payable by Tenant to Landlord under this Lease constitutes reasonable compensation for the occupancy of the Premises by Tenant.

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14.3. Tenant or Trustee shall give Landlord at least 30 days written notice of any vacating or abandonment of the Premises or any proceeding relating to administrative claims. If Tenant vacates or abandons without notice, Tenant or Trustee shall stipulate to entry of an order for relief from stay to permit Landlord to reenter and re-let the Premises.

14.4. If Tenant failed to timely and fully perform any of its obligations under this Lease before the filing of the Petition, whether or not Landlord has given Tenant written notice of that failure and whether or not any time period for cure expired before the filing of the Petition, Tenant shall be deemed to have been in default on the date the Petition was filed for all purposes under the Bankruptcy Code.

14.5. For the purposes of Section 365(b)(1) of the Bankruptcy Code, prompt cure of defaults shall mean cure within 30 days after assumption.

14.6. For the purposes of Section 365(b)(1) and 365(f)(2) of the Bankruptcy Code, adequate assurance of future performance of this Lease by Tenant, Trustee or any proposed assignee will require that Tenant, Trustee or the proposed assignee deposit three months of Base Rent and Additional Rent into an escrow fund (to be held by the court or an escrow agent approved by Landlord and the court) as security for such future performance. In addition, if this Lease is to be assigned, adequate assurance of future performance by the proposed assignee shall require that: (i) the assignee have a tangible net worth not less than the net worth of Tenant as of the Commencement Date or that such assignee’s performance be unconditionally guaranteed by a person or entity that has a tangible net worth not less than the net worth of Tenant as of the Commencement Date; (ii) the assignee demonstrate that it possesses a history of success in operating a business of similar size and complexity in a similar market as Tenant’s business; and (iii) assignee assume in writing all of Tenant’s obligations relating to the Premises or this Lease.

14.7. If Tenant or Trustee intends to assume and/or assign this Lease, Tenant or Trustee shall provide Landlord with 30 days written notice of the proposed action, separate from and in addition to any notice provided to all creditors. Notice of a proposed assumption shall state the assurance of prompt cure, compensation for loss and assurance of future performance to be provided to Landlord. Notice of a proposed assignment shall state: (i) the name, address, and federal tax identification and registration numbers of the proposed assignee; (ii) all of the terms and conditions of the proposed assignment, and (iii) the assignee’s proposed adequate assurance of future performance to be provided to Landlord.

14.8. If Tenant is in default under this Lease when the Petition is filed, Landlord shall not be required to provide Tenant or Trustee with services or supplies under this Lease or otherwise before Tenant assumes this Lease, unless Tenant compensates Landlord for such services and supplies in advance.

15. Assignment and Subletting.

15.1. Prohibition. Tenant shall not assign, mortgage, pledge or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any party other than Tenant of all or any part of the Premises (collectively, a “Transfer”), without the prior written consent of Landlord. Tenant shall, at the time Tenant requests the consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed Transfer, or (b) refuse such consent. In addition, as a condition to Landlord’s consent to any Transfer of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of Transfer and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No Transfer by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported Transfer contrary to the provisions hereof without consent shall be void and an Event of Default by Tenant. The consent by Landlord to any Transfer shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. Tenant shall pay Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing any proposed Transfer.

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15.2. Excess Rental. If pursuant to any Transfer, Tenant receives rent, either initially or over the Term of the Transfer, in excess of the Rent called for hereunder, or in the case of this sublease of a portion of the Premises in excess of such Rent fairly allocable to such portion, after appropriate adjustments to assure that all other payments called for hereunder are appropriately taken into account, Tenant shall pay to Landlord, as Additional Rent hereunder, fifty percent (50%) of the excess of each such payment of rent received by Tenant promptly after its receipt.

15.3. Scope. The prohibition against Transfer contained in this Section 15 shall be construed to include a prohibition against any assignment or subletting by operation of law. If this Lease be assigned, or if the underlying beneficial interest of Tenant is transferred, or if the Premises or any part thereof be sublet or occupied by anybody other than Tenant, Landlord may collect Rent from the assignee, subtenant or occupant and apply the net amount collected to the Rent herein reserved and apportion any excess Rent so collected in accordance with the terms of the immediately preceding paragraph, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. No Transfer shall affect the continuing primary liability of Tenant (which, following assignment, shall be joint and several with the assignee), and Tenant shall not be released from performing any of the terms, covenants and conditions of this Lease.

15.4. Waiver. Notwithstanding any Transfer, or any indulgences, waivers or extensions of time granted by Landlord to any assignee or sublessee or failure of Landlord to take action against any Transfer, Tenant hereby agrees that Landlord may, at its option, and upon not less than ten (10) days’ notice to Tenant, proceed against Tenant without having taken action against or joined such assignee or sublessee, except that Tenant shall have the benefit of any indulgences, waivers and extensions of time granted to any such assignee or sublessee.

15.5. Change in Control. If Tenant is a limited liability company or a partnership, a withdrawal of or change in general partners or members, in one or more transfers, owning more than a fifty one percent (51%) interest, shall constitute a Transfer and shall be subject to the provisions of this Section 15, which will be subject to Landlord’s approval, which may not be unreasonably withheld. If Tenant is a corporation, a transfer of fifty one percent (51%) or more of the corporation’s stock or assets in one or more transfers, or a change in the control of such company pursuant to a merger, consolidation, sale of assets or otherwise of more than fifty one percent shall be deemed for the purposes hereof to be a Transfer, and shall be subject to the provisions of this Section 15, which will be subject to Landlord’s approval, which may not be unreasonably withheld.

16. Estoppel Certificate; Attornment and Subordination.

16.1. Estoppel Certificate. Within ten (10) business days after request by Landlord, or if on any sale, assignment or hypothecation by Landlord of Landlord’s interest in the Premises, or any part thereof, an estoppel certificate shall be required from Tenant, Tenant shall deliver to the requesting party a statement in writing: (a) certifying that this Lease is unmodified and in full force and effect or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect; (b) certifying the dates to which the Rent and other charges are paid in advance, if any; (c) acknowledging that there are not, to such party’s knowledge, any uncured defaults on the part of the requesting party hereunder, or specifying such defaults if they are claimed; and (d) certifying to such other matters, relative to the Premises, this Lease and Tenant, as Landlord may request. Any such statement may be relied upon by any prospective purchaser or lender of all or any portion of the Premises or any leasehold interest therein. The failure to deliver such statement within such time shall, at Landlord’s option be an Event of Default hereunder and shall be conclusive and binding upon the party upon whom the request is made that: (i) this Lease is in full force and effect, without modification except as may be represented by the requesting party; (ii) there are no uncured defaults on the requesting party’s performance; and (iii) no Rent has been paid in advance.

16.2. Attornment. Tenant shall, in the event any proceedings are brought for the foreclosure of, or in the event of exercise of the power of sale under, any mortgage or deed of trust made by Landlord, its successors or assigns, encumbering the Premises or the Building, or any part thereof or in the event of termination of a ground lease, if any, and if so requested, attorn to the purchaser upon such foreclosure or sale or upon any grant of a deed in lieu of foreclosure and recognize such purchaser as Landlord under this Lease; provided, that such purchaser recognizes Tenant’s rights under this Lease and agrees not to disturb Tenant’s quiet possession of the Premises for so long as Tenant is not in default hereunder.

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16.3. Subordination. The rights of Tenant hereunder are and shall be, at the election of any mortgagee or the beneficiary of a deed of trust encumbering the Project (or the portion thereof on which the Building is located) and/or Building, subject and subordinate to the lien of such mortgage or deed of trust, or the lien resulting from any other method of financing or refinancing, now or hereafter in force against the Premises, and to all advances made or hereafter to be made upon the security thereof. If requested, Tenant agrees to execute such documentation as may be required by Landlord or its lender to further effect the provisions of this Section 16 in such form as reasonably requested by Landlord or its Lender. Notwithstanding the foregoing, this Lease shall only be subject and subordinate to the lien of any mortgage or deed of trust if the mortgagee (or beneficiary, as the case may be) shall have executed and delivered to Tenant a subordination, non-disturbance and attornment agreement in a usual and customary form, whereby such mortgagee (or beneficiary, as the case may be) agrees to recognize the rights of Tenant under this Lease in the event of foreclosure and not to disturb Tenant’s continued possession of the Premises during the Term (as extended, if applicable), so long as Tenant is not in default hereunder beyond any applicable cure period.

16.4. Recording. This Lease or any memorandum thereof may not be recorded without Landlord’s prior written consent. Notwithstanding the provisions of Section 16.4, in the event that Landlord or its lender requires this Lease or a memorandum thereof to be recorded in priority to any mortgage, deed of trust or other encumbrance which may now or at any time hereafter affect in whole or in part the Premises, and whether or not any such mortgage, deed of trust or other encumbrance shall affect only the Premises, or shall be a blanket mortgage, deed of trust or encumbrance affecting other premises as well, Tenant covenants and agrees with Landlord that Tenant shall execute promptly upon request from Landlord any certificate, priority agreement or other instrument which may from time to time be requested to give effect thereto.

17. Miscellaneous.

17.1. Notices. Any and all notices, consents or other communications provided for herein shall be given in writing and delivered by hand or registered or certified mail or reputable overnight delivery or by electronic mail addressed to the applicable party at the address provided in Section 1, or to such other address as Tenant or Landlord may designate by written notice to the other. Notices shall be deemed sufficiently served upon the earlier of actual receipt, or if by electronic mail on the business day if sent prior to 5:00 p.m. Phoenix, Arizona time, otherwise the following business day, and in either case provided that the sender can provide evidence that the message was sent without any failure or rejection message, or the expiration of three (3) days after the date of mailing thereof, or if a party can conclusively show that actual receipt occurred by others means such as an email that was replied to with the original email text retained or by other method that conclusively demonstrates actual receipt, then notice shall be deemed properly delivered.

17.2. Successors. This Lease and each of its covenants and conditions shall be binding upon and shall inure to the benefit of the parties hereto and their respective assignees, subject to the provisions hereof. Whenever in this Lease a reference is made to Landlord, such reference shall be deemed to refer to the person in whom the interest of Landlord shall be vested, and Landlord shall have no obligation hereunder as to any claim arising after the transfer of its interest in the Building. Any successor or assignee of the Tenant who accepts an assignment of the benefit of this Lease and enters into possession or enjoyment hereunder shall thereby assume and agree to perform and be bound by the covenants and conditions thereof. Nothing herein contained shall be deemed in any manner to give a right of assignment without the prior written consent of Landlord pursuant to, or otherwise as provided in, Section 15 hereof.

17.3. Waiver. No waiver of any default or breach of any covenant by either party hereunder shall be implied from any omission by either party to take action on account of such default if such default persists or is repeated, and no express waiver shall affect any default other than the default specified in the waiver and said waiver shall be operative only for the time and to the extent therein stated. Waivers of any covenant, term or condition contained herein by either party shall not be construed as a waiver of any subsequent breach of the same covenant, term or condition. The consent or approval by either party to or of any act by either party requiring further consent or approval shall not be deemed to waive or render unnecessary their consent or approval to or of any subsequent similar acts.

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17.4. Landlord’s Reserved Rights. Landlord reserves the right to: (a) alter the boundaries of the Premises; and (b) grant easements on the Premises and dedicate for public use portions thereof; provided, however, that no such grant or dedication shall materially interfere with Tenant’s use of the Premises. Tenant hereby consents to such subdivision, boundary revision, and/or grant or dedication of easements and agrees from time to time, at Landlord’s request, to execute, acknowledge and deliver to Landlord, in accordance with Landlord’s instructions, any and all documents, instruments, maps or plats necessary to effectuate Tenant’s consent. Landlord reserves the right from time to time, provided that Tenant’s use of the Premises is not materially and adversely affected thereby, to: (a) install, use, maintain, repair and replace pipes, ducts, conduits, wires and appurtenant meters and equipment for service to the Premises or other parts of the Premises above the ceiling surfaces, below the floor surfaces, within the walls and in the central core areas, and to relocate any pipes, ducts, conduit, wires and appurtenant meters in the Premises which are located or located elsewhere outside the Premises; (b) make changes to any common areas, the Property and/or the parking facilities located thereon, including, without limitation, changes in the location, size, shape and number of driveways, entrances, parking spaces, parking areas, loading and unloading areas, ingress, egress, direction of traffic, landscaped areas and walkways; (c) close temporarily all or any portion of common areas, the Property or the Premises in order to perform any of the foregoing or any of Landlord’s obligations under this Lease, so long as reasonable access to the Premises remains available during normal business hours, except in emergencies; and (d) alter, relocate or expand, to add additional structures and improvements to, or remove same from, all or any portion of the Premises. In connection with exercising its rights under this Section 17.4, Landlord shall not materially affect, interfere with or interrupt Tenant’s use, business, or operations on the Premises or materially obstruct the visibility of, or access to, the Premises.

17.5. Accord and Satisfaction. No payment by Tenant or receipt by Landlord of a lesser amount than the Rent herein stipulated shall be deemed to be other than on account of the Rent, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as Rent be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance of such Rent or pursue any other remedy provided in this Lease unless agreed upon in writing or electronic writing between the parties.

17.6. Limitation of Landlord and Tenant’s Personal Liability. The obligations of Landlord and Tenant under this Lease do not constitute personal obligations of the individual partners, directors, officers, members, employees or shareholders of each respective party or their partners, and each party shall look solely to the named entities on this Lease, and the rents and profits therefrom, for satisfaction of any liability in respect to this Lease and will not seek recourse against the individual partners, directors, officers, members, employees or shareholders of either party, or their partners or any of their personal assets for such satisfaction. Nothing herein shall abrogate the rights of any party to pursue any other party for a tort action committed that party him or herself.

17.7. Survival. The obligations and liabilities of each party which are incurred or accrue prior to the expiration or termination of this Lease or of Tenant’s right of possession shall survive such expiration or termination, as shall all provisions by which a party is to provide defense and indemnity to the other party, all provisions waiving or limiting the liability of Landlord, and all attorneys’ fees provisions.

17.8. Attorneys’ Fees. In the event either party requires the services of an attorney in connection with enforcing the terms of this Lease or in the event suit is brought for the recovery of any Rent due under this Lease or the breach of any covenant or condition of this Lease, or for the restitution of the Premises to Landlord and/or eviction of Tenant, the substantially prevailing party will be entitled to a reasonable sum for attorneys’ fees, witness fees and other court costs, both at trial and on appeal.

17.9. Captions. The captions, article, paragraph and Section numbers and table of contents appearing in this Lease are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or intent or such Sections or articles of this Lease nor in any way affect this Lease.

17.10. Severability. If any term, covenant, condition or provision of this Lease, or the application thereof to any person or circumstance, shall to any extent be held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, covenants, conditions or provisions of this Lease, or the application thereof to any person or circumstance, shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

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17.11. Governing Law, Dispute Resolution and Venue. This Lease shall be construed in accordance with the laws of the State where the Premises is located without regard to conflicts of laws principles thereof and all questions concerning the validity and construction hereof shall be determined in accordance with the laws of said state. In the event of any dispute under this Lease, proper venue shall be the federal or state courts located in the county where the Premises is located. The forgoing notwithstanding, all disputes among the parties to this Lease shall be settled by binding arbitration, by one arbitrator, according to the then-current AAA rules. The parties to the arbitration shall split the arbitrator’s fees equally. The arbitrator’s decision shall be final and binding and may be enforced according to the Uniform Arbitration Act and/or enforced in any court of competent jurisdiction. The arbitrator may award injunctive relief and may award attorney fees and/or costs to the prevailing party or parties.

17.12. Submission of Lease. The submission of this document for examination and negotiation does not constitute an offer to lease, or a reservation of or option for leasing the Premises. This document shall become effective and binding only upon execution and delivery hereof by Landlord and Tenant. No act or omission of any officer, employee or agent of Landlord or Tenant shall alter, change or modify any of the provisions hereof.

17.13. Surrender and Holding Over. Upon the expiration or earlier termination of the Term, Tenant shall (i) deliver and surrender to Landlord possession of the Premises broom clean, free of debris, in good order, condition and state of repair (except ordinary wear and tear), (ii) subject to any Landlord rights under this Lease or at law, remove all of Tenant’s movable furniture, trade fixtures or other personal property including interior and exterior signage, and repair any damage caused by such removal, and (iii) deliver the keys (and any combinations, as applicable) to the Premises to Landlord. For purposes of this Section, the term “trade fixtures” shall not include any permanently affixed items or equipment (such as without limitation plumbing fixtures, HVAC equipment, kitchen hoods and walk-in coolers), carpeting, floor coverings, attached shelving/cabinetry, lighting fixtures (other than freestanding lamps), wall coverings, or similar Tenant improvements which shall remain on the Premises at the expiration or earlier termination of this Lease unless otherwise requested by Landlord in writing. If not sooner terminated as herein provided, this Lease shall terminate at the end of the Term without the necessity of notice from either Landlord or Tenant to terminate same, Tenant hereby waiving notice to vacate the Premises and agreeing that Landlord shall be entitled to the benefit of all provisions of law respecting the summary recovery of possession of the Premises from a tenant holding over. Should Tenant, or any of its successors in interest, hold over the Premises or any part thereof after the expiration or earlier termination of this Lease with Landlord’s prior written consent, such holding over shall constitute and be construed as a tenancy from month to month only, at a monthly rent equal to two hundred percent (200%) of the Base Rent payable for the final month of the Term of this Lease and otherwise upon the terms and conditions in the Lease, except that Landlord may terminate the tenancy on 10 days prior written notice to Tenant. The acceptance by Landlord of Rent after such expiration or early termination shall not result in a renewal or extension of this Lease. The foregoing provisions of this Section 17.13 are in addition to and do not affect Landlord’s right of re-entry or any other rights of Landlord hereunder or as otherwise provided by law. If Tenant fails to surrender the Premises on the expiration of this Lease and/or to remove all Tenant’s fixture and/or personal property pursuant to this Lease, Tenant shall indemnify and hold Landlord harmless for, from and against all claims, damages, including consequential damages, loss and liability, including without limitation, any claim made by any succeeding tenant resulting from such failure to surrender by Tenant and any attorneys’ fees and costs incurred by Landlord with respect to any such claim.

17.14. Quiet Enjoyment. Tenant, on performing the covenants and observing the conditions of this Lease, at all times during the Term shall have the peaceable enjoyment of the Premises without hindrance or disturbance by Landlord or any person claiming through or under it or any person having or claiming paramount title.

17.15. Broker; Agency Disclosure. Each of Tenant and Landlord warrant that it has had no discussions, negotiations and/or other dealings with any real estate broker or agent in connection with the negotiation of this Lease other than the Broker(s) identified in Section 1, if any (“Brokers”). Each of Tenant and Landlord agrees to indemnify the other and hold the other harmless for, from and against any and all demands, claims, demands, losses, liabilities, lawsuits, judgments, costs and expenses (including without limitation, attorneys’ fees and costs) with respect to any leasing commission or equivalent compensation alleged to be owing on account of such party’s discussions, negotiations and/or dealings with any real estate broker or agent. This Section 17.15 is not intended to benefit any third parties and shall not be deemed to give any rights to brokers or finders.

17.16. Landlord’s Right to Perform. Upon Tenant’s failure to perform any obligation of Tenant hereunder after notice from Landlord (if notice is required in this Lease), including without limitation, Tenant’s failure to pay Tenant’s insurance premiums, charges of contractors who have supplied materials or labor to the Premises, etc., Landlord shall have the right to perform such obligation of Tenant on behalf of Tenant and/or to make payment on behalf of Tenant to such parties. Tenant shall reimburse Landlord the reasonable cost of Landlord’s performing such obligation on Tenant’s behalf, including reimbursement of any amounts that may be expended by Landlord, plus interest at the Overdue Rate, as Additional Rent.

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17.17. Assignment by Landlord. Landlord may freely sell, assign or otherwise transfer all or any portion of its interest under this Lease or in the Premises, and in the event of any such transfer, the party originally executing this Lease as Landlord, and any successor or affiliate of such party, shall be relieved of any and all of its obligations under this Lease from and after the date of such transfer. Tenant shall thereafter be bound to the transferee with the same effect as though the latter had been the original Landlord, provided that the transferee assumes and agrees to carry out all the obligations of Landlord. If any Security Deposit is given by Tenant to secure performance of Tenant’s covenants hereunder, Landlord may transfer such Security Deposit to any purchaser and thereupon Landlord shall be discharged from any further liability in reference thereto. Notwithstanding anything in this Lease to the contrary, however, (i) in no event shall Landlord’s lender, who may have succeeded to the interest of Landlord by foreclosure, deed in lieu of foreclosure, or any other means, have any liability for any obligation of Landlord to protect, defend, indemnify or hold harmless Tenant or any other person or entity except for those matters arising from the lender’s breach of the terms of this Lease after the date of such foreclosure, deed in lieu of foreclosure or any other means, and (ii) such succeeding lender shall have no liability for any representations or warranties of the Landlord contained herein except for those matters arising from the lender’s breach of the terms of this Lease after the date of such foreclosure, deed in lieu of foreclosure or any other means.

17.18. Entire Agreement. This Lease sets forth all covenants, promises, agreements, conditions and understandings between Landlord and Tenant concerning the Premises, and there are no covenants, promises, agreements, conditions or understandings, either oral or written, between Landlord and Tenant other than as are herein set forth. No subsequent alteration, amendment, change or addition to the Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed by Landlord and Tenant.

17.19. Guarantor. Tenant’s obligations under this Lease shall be guaranteed by the one or more persons or entities guaranteeing all of Tenant’s obligations in this Lease acceptable to Landlord (“Guarantor”), to be evidenced by an instrument of guaranty attached as Exhibit D hereto. The Commencement Date will not occur until such instrument has been executed and delivered by Guarantor(s) to Landlord.

17.20. Security Agreement. Tenant’s obligations under this Lease shall be secured by a security agreement acceptable to Landlord (the “Security Agreement”), to be evidenced by an instrument of security attached as Exhibit E hereto. The Commencement Date will not occur until such instrument has been executed, delivered by Grantor(s) to the Secured Party, and perfected as outlined in the Security Agreement.

17.21. Exhibits. Any Exhibits attached to this Lease are by this reference incorporated herein.

17.22. Time. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. If any date for exercise of any right, giving of any notice, or performance of any provision of this Agreement falls on a Saturday, Sunday or holiday, the time for performance will be extended to the next business day.

17.23. Prior Agreement or Amendment. This Lease contains all of the agreements of the parties hereto with respect to any matter covered or mentioned in the Lease, and no prior agreement or understanding pertaining to any such matter shall be effective for any purpose. No provisions of this Lease may be amended or added to except by an agreement in writing signed by the parties hereto or their respective successors-in-interest.

17.24. Excused Delays. Except as otherwise set forth in this Section 17.24, neither party shall have liability to the other on account of the following acts (each of which is an “Excused Delay” and jointly all of which are “Excused Delays”)” which shall include: (a) the inability to fulfill, or delay in fulfilling, any obligations under this Lease by reason of strike, lockout, other labor trouble, dispute or disturbance; (b) governmental regulation, moratorium, action, preemption or priorities or other controls of general application; (c) shortages of fuel, supplies or labor; (d) any failure or defect in the supply, quantity or character of electricity or water furnished to the Premises by reason of any requirement, act or omission of the public utility or others furnishing the Building with electricity or water; or (e) for any other reason, whether similar or dissimilar to the above, or for act of God beyond a party’s reasonable control. f this Lease specifies a time period for performance of an obligation of a party, that time period shall be extended by the period of any delay in the party’s performance caused by any of the events of Excused Delay described herein; provided, that notwithstanding anything to the contrary above, no payment of money (whether as Base Rent, Additional Rent, or any other payment due under this Lease) shall be postponed, delayed or forgiven by reason of any of the foregoing events of Excused Delays.

Page 22

17.25. Authority to Bind Tenant. The individuals signing this Lease on behalf of Tenant hereby represent and warrant that they are empowered and duly authorized to bind Tenant to this Lease. If Tenant is a corporation, limited liability company or limited or general partnership, each individual executing this Lease on behalf of Tenant represents and warrants that he or she is duly authorized to execute and deliver this Lease on behalf of Tenant, in accordance with a duly adopted resolution or consents of all appropriate persons or entities required therefor and in accordance with the formation documents of tenant, and that this Lease is binding upon Tenant in accordance whit its terms. Simultaneously with execution of this Lease, Tenant shall deliver to Landlord a copy of the appropriate resolution or consent, certified by an appropriate officer, partner or manager of Tenant, authorizing or ratifying the execution of this Lease.

17.26. Interpretation. The parties hereto specifically acknowledge and agree that the terms of this Lease have been mutually negotiated and the parties hereby specifically waive the rule or principle of contract construction which provides that any ambiguity in any term or provision of a contract will be interpreted or resolved against the party which drafted such term or provision.

17.27. Anti-Terrorism and AML Representation and Indemnity. Tenant certifies that: (i) neither it nor its officers, directors or controlling owners are acting, directly or indirectly, for or on behalf of any person, group, entity, or nation named by any Executive Order, the United States Department of Justice, or the United States Treasury Department as a terrorist, “Specially Designated National or Blocked Person,” or other banned or blocked person, entity, nation, or transaction pursuant to any law, order, rule or regulation that is enforced or administered by the Office of Foreign Assets Control (“SDN”); (ii) neither it nor its officers, directors or controlling owners are engaged in this transaction, directly or indirectly on behalf of, or instigating or facilitating this transaction, directly or indirectly on behalf of, any such person, group, entity or nation; and (iii) neither it nor its officers, directors or controlling owners are in violation of Presidential Executive Order 13224, the USA Patriot Act, the Bank Secrecy Act, the Money Laundering Control Act or any regulations promulgated pursuant thereto. Tenant hereby agrees to defend, indemnify, and hold harmless Landlord from and against any and all claims, damages, losses, risks, liabilities and expenses (including reasonable attorneys’ fees and costs) arising from or related to any breach of the foregoing certification. Should Tenant, during the Term, be designated an SDN, Landlord may, at its sole option, terminate this Lease.

17.28. Landlord’s Right to Terminate. In the event that Landlord is advised in writing by any federal, state or local government or governmental authority that Landlord is subject to seizure of its property or other adverse civil or criminal liability, if it does not terminate Tenant’s right to dispense and/or sell cannabis at the Premises, or if the dispensing or sale of cannabis is declared to be unenforceable or is modified to prohibit the dispensing, sale or cultivation of cannabis upon the Premises, or if any federal, state or local governmental authority enforces or threatens to enforce any laws that prohibit the dispensing, sale or cultivation of cannabis upon the Premises, or if any other zoning regulation, rule or regulation is modified to prohibit sale, cultivation or possession of cannabis upon the Premises, Landlord may terminate this Lease at its sole discretion, without liability to Tenant.

17.29. Tenant’s Representations, Warranties and Covenants.

17.29.1. Organization, Authority and Status. Tenant is duly organized or formed, validly existing and in good standing under the laws of its state of incorporation or formation. Tenant is qualified as a foreign corporation, partnership or limited liability company, as the case may be, to do business in the state where the Premises are located. All necessary action has been taken to authorize the execution, delivery and performance by Tenant of this Lease. Tenant is not a “foreign corporation”, “foreign partnership”, “foreign trust”, “foreign limited liability company” or “foreign estate”, as those terms are defined in the Internal Revenue Code and the regulations promulgated pursuant to the Internal Revenue Code. The person(s) who have executed this Lease on behalf of Tenant are duly authorized to do so. Tenant shall, at all times during the Term, maintain itself in good standing under the laws of its state of incorporation or formation, and in the state where the Premises are located.

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17.29.2. Enforceability. Upon execution by Tenant, this Lease shall constitute the legal, valid and binding obligation of Tenant, enforceable against Tenant in accordance with its terms.

17.29.3. Litigation. There are no suits, actions, proceedings or investigations pending, or, to the best of its knowledge, threatened against or involving Tenant or the Premises before any arbitrator or governmental authority.

17.29.4. Absence of Breaches or Defaults. Tenant is not, and the authorization, execution, delivery and performance of this Lease and the Guaranty will not result in, any breach or default under any document, instrument or agreement to which Tenant is a party or by which any property of Tenant is subject or bound. The authorization, execution, delivery and performance of this Lease and the Guaranty, and the documents, instruments and agreements provided for in this Lease (excluding the Security Agreement) will not violate any applicable Laws.

17.29.5. Financial Information. Tenant has delivered to Landlord certain financial statements and other information concerning Tenant (the “Financial Information”). The Financial Information is true, correct and complete in all material respects; there have been no material amendments to the Financial Information since the date such Financial Information was delivered to Landlord. Tenant understands that Landlord is relying upon the Financial Information and Tenant represents that such reliance is reasonable. All financial statements included in the Financial Information fairly present as of the date of such Financial Information the financial condition of each individual or entity to which they pertain. No material change has occurred with respect to the financial condition of Tenant as reflected in the Financial Information.

17.29.6. Solvency. Both before and immediately after the consummation of the transaction contemplated by this Lease and after giving effect to such transactions, (i) the fair value of the assets of Tenant, at a fair valuation, will exceed the debts and liabilities, subordinated, contingent or otherwise, of Tenant; (ii) the present fair saleable value of the assets of Tenant will be greater than the amount that will be required to pay the probable liability of Tenant on its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) Tenant will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) Tenant will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and as proposed to be conducted after the date of this Lease. Tenant does not intend to and does not believe that it will incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it and the timing of the amounts of cash to be payable on or in respect of its debts and other liabilities, subordinated, contingent, or otherwise.

17.29.7. No Reliance by Tenant. Tenant specifically acknowledges that neither Landlord, nor any agent, officer, employee or representative of Landlord, has made any representation or warranty regarding the projected profitability of the business to be conducted on the Premises and that Landlord did not prepare or assist in the preparation of any of the projected figures used by Tenant in analyzing the economic viability and feasibility of the business to be conducted by Tenant at the Premises. Tenant specifically acknowledges that neither Landlord, nor any agent, officer, employee or representative of Landlord, has made any representation or warranty regarding the treatment of this Lease for accounting purposes.

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17.29.8. Environmental Work. Tenant specifically acknowledges that the Property and Premises will be required to have various environmental remediation activities completed. Tenant agrees that as consideration for Landlord to enter into this Lease, that Tenant will be solely responsible for completing or causing to be completed any and all required remediation activities and to submit the necessary reports to the Illinois Environmental Protection Agency (the “IEPA) in order for Landlord to obtain a no further remediation ( the “NFR”) letter for the Property for industrial/commercial land use. Prior to the Effective Date, Tenant completed a Phase I Environmental Study and a Phase II Environmental Study (the “Environmental Studies”) of the Property, which included identification of a recognized environmental condition that requires further environmental activities and services (the “Environmental Work”) as outlined in the proposal received by the Tenant from Environmental Services, Inc. dated August 8, 2022. Tenant agrees to authorize and take responsibility for the Environmental Work, which shall include any and all actions necessary for Landlord to obtain the NFR. Tenant will be responsible for any and all costs associated with the Environmental Work needed for Landlord to obtain the NFR. If Tenant fails to complete or cause to be completed the Environmental Work needed for Landlord to obtain the NFR, then Tenant shall be liable for any loss or cost resulting from said failure, and Landlord shall have the right to complete or cause to be completed such Environmental Work needed to obtain the NFR on Tenant’s behalf and at Tenant’s sole expense, the cost of which, plus a fifteen percent (15%) administrative fee, shall be deemed Additional Rent and shall be payable upon Landlord’s demand. This Section 17.29.8 shall not be deemed to be a waiver of any of Landlord’s rights and remedies under any other Section of this Lease. Landlord intends and agrees to assign its rights as Purchaser under Section 5 of the Second Amendment to the Purchase Agreement to Tenant, which allows for the use of the Holdback Funds held in Escrow under the Holdback Escrow Agreement defined therein.

17.29.9. Tenant’s Third-Party Contracts. Tenant specifically acknowledges and agrees that any third-party contracts to which Tenant becomes contractually bound (the “Third-Party Contract”) in relation to the Property, the License, or the Collateral (as defined in Exhibit E) will include a termination right in favor of the Tenant that the Third-Party Contract will be considered in an uncurable default if this Lease Agreement terminates for any reason, and Tenant will have the right but not the obligation to terminate the Third-Party Contract without liability to the Tenant.

[signature page follows]

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IN WITNESS WHEREOF, the parties have executed this Lease as of the date set forth below and the “Effective Date” shall be the date the Lease is fully executed.

	LANDLORD:

	ZP RE HOLDINGS, LLC,
	an Arizona limited liability company

	By:	/s/ Bryan McLaren
	Name:
	Its:
	Date:
	Email:

	TENANT:

	JG IL LLC,
	an Illinois limited liability company

	By: Hayden Manager LLC,
	an Illinois limited liability company, its manager

	By:	/s/ Jon Loevy
		Jon Loevy, its manger

Date:

Email:

jon@loevy.com

Signature Page

EXHIBIT A: LEASE COMMENCEMENT

Unless otherwise provided in the Lease, the Commencement Date shall be [________________].

A-1

EXHIBIT B: RENTAL PAYMENT SCHEDULE

*If any errors or conflicts exist between figures in this Exhibit and the Lease, the Terms of the Lease will rule.

			(Per Lease Terms)		(1/12 Pro Rata)		(Per Lease Terms)
Year Period	Month Period	Month	Base Rent		Est. Property Taxes		Est. Total to Invoice
1	1	Dec-22	$	-	$	2,516.97	$	2,516.97
	2	Jan-23	$	-	$	2,516.97	$	2,516.97
	3	Feb-23	$	-	$	2,516.97	$	2,516.97
	4	Mar-23	$	-	$	2,516.97	$	2,516.97
	5	Apr-23	$	9,166.00	$	2,516.97	$	11,682.97
	6	May-23	$	9,166.00	$	2,516.97	$	11,682.97
	7	Jun-23	$	9,166.00	$	2,516.97	$	11,682.97
	8	Jul-23	$	9,166.00	$	2,516.97	$	11,682.97
	9	Aug-23	$	18,333.00	$	2,516.97	$	20,849.97
	10	Sep-23	$	18,333.00	$	2,516.97	$	20,849.97
	11	Oct-23	$	18,333.00	$	2,516.97	$	20,849.97
	12	Nov-23	$	18,333.00	$	2,516.97	$	20,849.97
2	13	Dec-23	$	18,882.99	$	2,516.97	$	21,399.96
3	25	Dec-24	$	19,449.48	$	2,516.97	$	21,966.45
4	37	Dec-25	$	20,032.96	$	2,516.97	$	22,549.93
5	49	Dec-26	$	20,633.95	$	2,516.97	$	23,150.92
6	61	Dec-27	$	21,252.97	$	2,516.97	$	23,769.94
7	73	Dec-28	$	21,890.56	$	2,516.97	$	24,407.53
8	85	Dec-29	$	22,547.28	$	2,516.97	$	25,064.25
9	97	Dec-30	$	23,223.70	$	2,516.97	$	25,740.67
10	109	Dec-31	$	23,920.41	$	2,516.97	$	26,437.38
11	121	Dec-32	$	24,638.02	$	2,516.97	$	27,154.99
12	133	Dec-33	$	25,377.16	$	2,516.97	$	27,894.13
13	145	Dec-34	$	26,138.47	$	2,516.97	$	28,655.44
14	157	Dec-35	$	26,922.63	$	2,516.97	$	29,439.60
15	169	Dec-36	$	27,730.31	$	2,516.97	$	30,247.28

B-1

Exhibit 10.5

GUARANTY OF PAYMENT AND PERFORMANCE

GUARANTY

THIS GUARANTY (this “Guaranty”) is made January 18, 2024 by JG HOLDCO LLC, a Delaware limited liability company (herein called “Guarantor”) in favor of ZP RE HOLDINGS, LLC, an Arizona limited liability company, its successors and assignees (herein called “Landlord”).

R E C I T A L S:

JG IL LLC (herein called “Tenant”) and Landlord are party to that certain Licensed Cannabis Facility Absolute Net Lease Agreement dated January 12, 2024 (for reference purposes only) (the “Agreement”).

In order to induce Landlord to enter into the Agreement, Guarantor agreed to execute and deliver to Landlord this Guaranty.

Guarantor acknowledges that Landlord would not have entered into the Agreement without the execution and delivery by Guarantor of this Guaranty.

NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Guarantor, Guarantor hereby agrees in favor of Landlord (and Landlord’s successors and assigns) as follows:

Guarantor absolutely, unconditionally and irrevocably guarantees the prompt and complete payment and performance when due, whether by acceleration or otherwise, of all obligations, liabilities and covenants, whether now in existence or hereafter arising, of Tenant to Landlord, and arising under the Agreement, including without limitation all amounts due to Landlord as rent or otherwise under the Agreement (the “Obligations”). Guarantor hereby agrees to pay and/or perform punctually, upon written demand by Landlord, each such Obligation which is not paid or performed as and when due and payable by Tenant, in like manner as such amount is due from Tenant. For purposes hereof, the Obligations shall be performed and/or due and payable when due and payable under the terms of the Agreement notwithstanding the fact that the collection or enforcement thereof as against Tenant may be stayed or enjoined under Title 11 of the United States Code or similar applicable law. This Guaranty is one of payment and not of collection.

1. Guarantor’s obligations under this Guaranty are absolute and unconditional and shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or the Agreement, or by any other circumstance relating to the Obligations or the Agreement which might otherwise constitute a legal or equitable discharge of or defense of a guarantor or surety. Guarantor hereby irrevocably waives any and all suretyship defenses, defenses that could be asserted by Tenant (except payment) and all other defenses that would otherwise be available to Guarantor. All payments by Guarantor pursuant to this Guaranty shall be made without setoff. Landlord shall not be obligated to file any claim relating to the Obligations in the event that Tenant becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of Landlord so to file shall not affect Guarantor’s obligations under this Guaranty. Guarantor irrevocably waives any right to require Landlord to pursue any other remedy in Landlord’s power whatsoever, whether against Tenant or any other obligor principally or secondarily obligated with respect to the Obligations. Guarantor irrevocably waives any defense arising by reason of any disability, bankruptcy, reorganization or similar proceeding involving Tenant. In the event that any payment in respect of any Obligations is rescinded or must otherwise be returned for any reason whatsoever, Guarantor shall remain liable under this Guaranty in respect of such Obligations as if such payment had not been made.

2. Guarantor agrees that Landlord may at any time and from time to time, either before or after the maturity thereof, without notice to or further consent of Guarantor, extend the time of payment of, or performance of, or renew, any of the Obligations, and may also make any agreement with Tenant or with any other party to or person liable on any of the Obligations, or interested therein, for the extension, renewal, payment, compromise, waiver, discharge or release thereof, in whole or in part, or for any amendment or modification of the terms thereof or of the Agreement or any other agreement between Landlord and Tenant or any such other party or person, without in any way impairing, releasing or affecting the liabilities of Guarantor under this Guaranty.

3. Guarantor will not exercise any rights which it may acquire by way of subrogation until all of the Obligations to Landlord shall have been indefeasibly paid in full, or performed in its entirety. Any amount paid to Guarantor in violation of the preceding sentence shall be held in trust for the benefit of Landlord and shall forthwith be paid to Landlord to be credited and applied to the Obligations, whether matured or unmatured. Guarantor hereby subordinates any and all liabilities and indebtedness to Guarantor to the prior indefeasible payment in full of the Obligations.

4. This Guaranty shall remain in full force and effect and be binding upon Guarantor, its successors and assigns until all of the Obligations have been satisfied in full and the Agreement shall have been terminated or fully performed. This Guaranty may not be modified, discharged or terminated orally or in any manner other than by an agreement in writing signed by Landlord and Guarantor. This is a continuing Guaranty relating to all Obligations, including any arising during any holdover term or arising under transactions renewing or extending the term of the Agreement, changing the terms of any Obligations, or creating new or additional Obligations after prior Obligations have in whole or in part been satisfied, regardless of any lapse of time. If any of the present or future Obligations are guaranteed by persons, partnerships, corporations or other entities in addition to Guarantor, the death, release or discharge, in whole or in part, or the bankruptcy, liquidation or dissolution of one or more of them shall not discharge or affect the liabilities of Guarantor under this Guaranty. The obligations of Guarantor hereunder shall be additional to, and not in substitution for, any security or other guarantee or indemnity at any time existing in respect of Tenant’s obligations, liabilities and covenants under the Agreement.

5. Upon the occurrence of an uncured Event of Default under the Lease or this Guaranty, at Landlord’s election, solely for the purpose of curing said Event of Default and solely relating to the Property, or Collateral as described in the Security Agreement attached as Exhibit E, Guarantor shall at its sole expense (and cause its applicable affiliate to) take all steps necessary to name and appoint the requisite number of Landlord’s individual designee(s) (the “Designated Directors”) in order to establish a majority position on the Board of Directors or its equivalent (such as managers, board of managers, or other controlling body) of Tenant (the “Board”), or other entity recognized by the State where the Premises is located and other applicable governmental authorities as the owner or licensee of the commercial retailer adult use and medicinal license enabling Tenant to operate the Tenant Use within the Property pursuant to the Lease. In addition, the Board shall: (i) prepare, execute and submit for approval to the applicable governmental authority, Articles of Amendment to the Articles of Organization of Tenant (or its state-required equivalent), evidencing the appointment of the Designated Director(s); (ii) amend the Tenant’s operating agreement in a form approved by Landlord evidencing the addition of the Designated Director(s) and stipulate that all actions and decisions regarding the Property and anything related to the operation, administration and management of the Property shall require Board Approval (as herein defined). For purposes herein “Board Approval” shall mean shall require the consent and approval of a majority of the Board, after the Designated Directors have been appointed (“Majority of the Board”); provided, however, in all circumstances, the Majority of the Board must also include the affirmative approval of the Designated Director(s). In the event the foregoing remedies and actions are impossible as a matter of law or governmental regulation, or in the event of Landlord’s election to invoke the provisions of this sentence, the Guarantor shall at its sole expense (and cause its applicable affiliate to) take all steps necessary or desirable to Landlord to effectuate the Landlord’s rights provided in this paragraph to the greatest extent permitted by applicable law, the intent being that this sentence is intended to provide an alternative option to Landlord’s rights herein to the extent the acts set forth in this paragraph are impossible as a matter of law (or as a result of Landlord’s election). Landlord’s rights granted under this Section 5 shall revert as a matter of law upon curing the Event of Default and the parties agree to take such reasonable steps to effectuate the reversion.

6. No failure on the part of Landlord to exercise, and no delay in exercising, any right, remedy or power under this Guaranty shall operate as a waiver thereof, nor shall any single or partial exercise by Landlord of any right, remedy or power under this Guaranty preclude any other or future exercise of any right, remedy or power under this Guaranty. Each and every right, remedy and power granted to Landlord under this Guaranty or allowed it by law or by the Agreement or any other agreement shall be cumulative and not exclusive of any other, and may be exercised by Landlord from time to time.

7. Guarantor hereby waives notice of acceptance of this Guaranty and notice of any obligation or liability to which it may apply, and waives presentment, demand for payment, protest, notice of dishonor or non-payment of any such obligation or liability, suit or the taking of other action by Landlord against, and all other notices whatsoever to, Tenant, Guarantor or others.

8. Landlord may at any time and from time to time without notice to or consent of Guarantor and without impairing or releasing the obligations of Guarantor hereunder: (a) take or fail to take any action of any kind in respect of any security for any obligation, covenant or liability of Tenant to Landlord, (b) exercise or refrain from exercising any rights against Tenant or others, (c) compromise or subordinate any obligation or liability of Tenant to Landlord including any security therefor, (d) consent to the assignment by Tenant of its interest in the Agreement, or (e) consent to any other matter or thing under or relating to the Agreement. Guarantor agrees to reimburse Landlord for the costs and reasonable attorneys’ fees incurred by reason of Landlord having to enforce this Guaranty.

9. Guarantor represents and warrants to Landlord that (a) the Agreement has been duly authorized, executed and delivered by Tenant and is a legal, valid and binding instrument enforceable against Tenant in accordance with its terms, and (b) this Guaranty has been duly authorized, executed and delivered by Guarantor and is a legal, valid and binding instrument enforceable against Guarantor in accordance with its terms.

10. Guarantor may not assign its rights nor delegate its obligations under this Guaranty, in whole or in part, without prior written consent of Landlord, and any purported assignment or delegation absent such consent is void. This Guaranty shall remain in full force and effect notwithstanding (a) any assignment or transfer by Tenant of its interest in the Agreement (in which case this Guaranty shall apply, from and after such assignment or transfer, to all of the obligations, liabilities and covenants of the assignee or transferee under the Agreement), or (b) any assignment or transfer by Landlord of its interest in the Agreement (in which case Guarantor’s obligations under this Guaranty shall inure to the benefit of Landlord’s assignee or transferee), in each case irrespective of whether Guarantor has notice of or consents to any such assignment or transfer.

11. GUARANTOR HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS GUARANTY, OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THE AGREEMENT, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. GUARANTOR FURTHER WARRANTS AND REPRESENTS THAT GUARANTOR HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT GUARANTOR KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

12. THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW. GUARANTOR AND LANDLORD JOINTLY AND SEVERALLY AGREE TO THE EXCLUSIVE JURISDICTION OF COURTS LOCATED IN THE STATE OF ILLINOIS OVER ANY DISPUTES ARISING OUT OF OR RELATING TO THIS GUARANTY.

[signature page follows]

IN WITNESS WHEREOF, Guarantor has executed this Guaranty as of the date set forth above.

	GUARANTOR:

	JG HoldCo LLC, a Delaware limited liability company

	By:	/s/ Jon Loevy

Exhibit 10.6

SECURITY AGREEMENT

This SECURITY AGREEMENT, dated as of January 18, 2024 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), made by and among JG IL LLC, an Illinois limited liability company (the “Grantor”), in favor of ZP RE HOLDINGS, LLC, an Arizona limited liability company, its successors and assignees (the “Secured Party”).

WHEREAS, on or about the date hereof, the Secured Party and Grantor entered into that certain Lease Agreement dated January 12, 2024 (the “Lease”). The purpose of the Lease is to provide for the lease and demise by Secured Party to Tenant of that certain real property located at 3455 S. Ashland Avenue, Chicago, Illinois, 60608, as more particularly described therein, and further to provide for the payment and performance by Tenant of all covenants and obligations therein. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Lease.

WHEREAS, this Agreement is given by the Grantor in favor of the Secured Party to secure the payment and performance of all of the Secured Obligations.

WHEREAS, it is a condition to the obligations of the Secured Party to enter into the Lease and perform its obligations thereunder that the Grantor execute and deliver this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions.

(a) Unless otherwise defined herein, terms used herein that are defined in the UCC shall have the meanings assigned to them in the UCC. However, if a term is defined in Article 9 of the UCC differently than in another Article of the UCC, the term has the meaning specified in Article 9.

(b) For purposes of this Agreement, the following terms shall have the following meanings:

“Collateral” has the meaning set forth in Section 2, below.

“Event of Default” has the meaning set forth in the Lease.

“First Priority” means, with respect to any lien and security interest purported to be created in any Collateral pursuant to this Agreement, such lien and security interest is the most senior lien to which such Collateral is subject.

“Perfection Certificate” has the meaning set forth in Section 5(a), below.

“Proceeds” means “proceeds” as such term is defined in section 9-102 of the UCC and, in any event, shall include, without limitation, all dividends or other income from the Collateral, collections thereon or distributions with respect thereto.

“Secured Obligations” has the meaning set forth in Section 3(b), below.

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of Illinois or, when the laws of any other state govern the method or manner of the perfection or enforcement of any security interest in any of the Collateral, the Uniform Commercial Code as in effect from time to time in such state.

2. Grant of Security Interest. To the extent each subsection of Section 2 is securable, the Grantor hereby pledges and grants to the Secured Party, and hereby creates a continuing First Priority lien and security interest in favor of the Secured Party in and to all of its right, title and interest in and to the following, wherever located, whether now existing or hereafter from time to time arising or acquired (collectively, the “Collateral”):

(a) That (i) conditional Adult Use Dispensing Organization License (Conditional License Number 284.000339-CL received on January 20, 2023 with an expiration date of January 9, 2025) to be converted into an operational Adult Use Dispensing Organization License pursuant to Section 15-36 of the Cannabis Regulation and Tax Act. (“15-36 License”) (the date of receipt, the “License Award Date” and such license, the “License”), and (ii) any approval, entitlement or other consent by the City or other authority with jurisdiction over the Premises for the use of the Premises as a retail cannabis dispensary (the “Cannabis Approvals”) issued or approved to Grantor by the Illinois Department of Financial and Professional Regulation (the “IDFPR” or the “Department”) and the Cannabis Regulation Oversight Office of Illinois, which Grantor covenants and acknowledges shall be construed as a general intangible.

3. Secured Obligations. The Collateral secures the due and prompt payment and performance of:

(a) the obligations of the Grantor from time to time arising under the Lease, this Agreement or otherwise with respect to the due and prompt payment of (i) Rent when and as due, and (ii) all other monetary obligations, including fees, costs, attorneys’ fees and disbursements, reimbursement obligations, expenses and indemnities, whether primary, secondary, direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Grantor under or in respect of the Lease and this Agreement; and

(b) all other covenants, duties, debts, obligations and liabilities of any kind of the Grantor under or in respect of the Lease, this Agreement or any other document made, delivered or given in connection with any of the foregoing, in each case whether evidenced by a note or other writing, whether allowed in any bankruptcy, insolvency, receivership or other similar proceeding (all such obligations, covenants, duties, liabilities, sums and expenses set forth in being herein collectively called the “Secured Obligations”).

4. Perfection of Security Interest and Further Assurances.

(a) The Grantor shall, from time to time, as may be required by the Secured Party with respect to all Collateral, immediately take all actions as may be requested by the Secured Party to perfect the security interest of the Secured Party in the Collateral, including, without limitation, with respect to all Collateral over which control may be obtained within the meaning of sections 8-106, 9-104, 9-105, 9-106 and 9-107 of the UCC, as applicable, the Grantor shall immediately take all actions as may be requested from time to time by the Secured Party so that control of such Collateral is obtained and at all times held by the Secured Party. All of the foregoing shall be at the sole cost and expense of the Grantor.

(b) The Grantor hereby irrevocably authorizes the Secured Party at any time and from time to time to file in any relevant jurisdiction any financing statements and amendments thereto that contain the information required by Article 9 of the UCC of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Collateral, including any financing or continuation statements or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by the Grantor hereunder, without the signature of the Grantor where permitted by law. The Grantor agrees to provide all information required by the Secured Party pursuant to this Section promptly to the Secured Party upon request.

(c) The Grantor agrees that at any time and from time to time, at the expense of the Secured Party, the Grantor will promptly execute and deliver all further instruments and documents, obtain such agreements from third parties, and take all further action, that may be necessary or desirable, or that the Secured Party may request, in order to create and/or maintain the validity, perfection or priority of and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder or under any other agreement with respect to any Collateral.

5. Representations and Warranties. The Grantor represents and warrants as follows:

(a) It has previously delivered to the Secured Party a certificate signed by the Grantor and entitled “Perfection Certificate” (“Perfection Certificate”) in substantially the form attached hereto as Exhibit A, and that: (i) the Grantor’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof, (ii) the Grantor is an organization of the type, and is organized in the jurisdiction, set forth in the Perfection Certificate, (iii) the Perfection Certificate accurately sets forth the Grantor’s organizational identification number (or accurately states that the Grantor has none), the Grantor’s place of business (or, if more than one, its chief executive office), and its mailing address, (iv) all other information set forth on the Perfection Certificate relating to the Grantor is accurate and complete and (v) there has been no change in any such information since the date on which the Perfection Certificate was signed by the Grantor.

(b) All information set forth on the Perfection Certificate relating to the Collateral is accurate and complete and there has been no change in any such information since the date on which the Perfection Certificate was signed by the Grantor.

(c) At the time the Collateral becomes subject to the lien and security interest created by this Agreement, the Grantor will be the sole, direct, legal and beneficial owner thereof, free and clear of any lien, security interest, encumbrance, claim, option or right of others except for the security interest created by this Agreement.

(d) Subject to the Regulations and/or the requirements of the Regulator (“Regulations” and “Regulator” are defined in Section 20, below), the pledge of the Collateral pursuant to this Agreement creates a valid and perfected First Priority security interest in the Collateral, securing the payment and performance when due of the Secured Obligations.

(e) Subject to the Regulations and/or the requirements of the Regulator, it has full power, authority and legal right to pledge the Collateral pursuant to this Agreement.

(f) This Agreement and the Lease has been duly authorized, executed and delivered by the Grantor and constitutes a legal, valid and binding obligation of the Grantor enforceable in accordance with its terms (subject to the Regulations and/or the requirements of the Regulator).

(g) No authorization, approval, or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the pledge by the Grantor of the Collateral pursuant to this Agreement or for the execution and delivery of the Lease and this Agreement by the Grantor or the performance by the Grantor of its obligations thereunder (however, Secured Party acknowledges and understands that the Regulations and/or the requirements of the Regulator may affect its rights with respect to the Collateral).

(h) The execution and delivery of the Lease and this Agreement by the Grantor and the performance by the Grantor of its obligations thereunder, will not violate any provision of any applicable law or regulation or any order, judgment, writ, award or decree of any court, arbitrator or governmental authority applicable to the Grantor or any of its property, or the organizational or governing documents of the Grantor or any agreement or instrument to which the Grantor is party or by which it or its property is bound, in each case, excluding federal law in conflict with state and local law authorizing the use and sale of cannabis and excluding the Regulations and/or the requirements of the Regulator may affect its rights with respect to the Collateral).

(i) The Grantor has taken all action required on its part for control (as defined in sections 8-106, 9-104, 9-105, 9-106 and 9-107 of the UCC, as applicable) to have been obtained by the Secured Party over all Collateral with respect to which such control may be obtained pursuant to the UCC. No person other than the Secured Party has control or possession of all or any part of the Collateral.

6. Voting, Distributions and Receivables.

(a) The Secured Party agrees that the Grantor may, unless an Event of Default shall have occurred and be continuing, receive and retain all cash dividends and other distributions with respect to the Collateral.

(b) The Secured Party may, or at the request and option of the Secured Party, the Grantor shall, notify account debtors and other persons obligated on any of the Collateral of the security interest of the Secured Party.

7. Covenants. The Grantor covenants as follows:

(a) The Grantor will not, without providing at least 30 days’ prior written notice to the Secured Party, change its legal name, identity, type of organization, jurisdiction of organization, corporate structure, location of its chief executive office or its principal place of business or its organizational identification number. The Grantor will, prior to any change described in the preceding sentence, take all actions requested by the Secured Party to maintain the perfection and priority of the Secured Party’s security interest in the Collateral.

(b) The Grantor shall, at its own cost and expense, defend title to the Collateral and the First Priority lien and security interest of the Secured Party therein against the claim of any person claiming against or through the Grantor and shall maintain and preserve such perfected First Priority security interest for so long as this Agreement shall remain in effect.

(c) The Grantor will not sell, offer to sell, dispose of, convey, assign or otherwise transfer, grant any option with respect to, restrict, or grant, create, permit or suffer to exist any mortgage, pledge, lien, security interest, option, right of first offer, encumbrance or other restriction or limitation of any nature whatsoever on, any of the Collateral or any interest therein.

(d) The Grantor will pay promptly when due all taxes, assessments, governmental charges, and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement.

8. Secured Party Appointed Attorney-in-Fact. The Grantor hereby appoints the Secured Party the Grantor’s attorney-in-fact, with full authority in the place and stead of the Grantor and in the name of the Grantor or otherwise, from time to time in the Secured Party’s discretion to take any action and to execute any instrument which the Secured Party may deem necessary or advisable to accomplish the purposes of this Agreement (but the Secured Party shall not be obligated to and shall have no liability to the Grantor or any third party for failure to do so or take action). This appointment, being coupled with an interest, shall be irrevocable. The Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof.

9. Secured Party May Perform. If the Grantor fails to perform any obligation contained in this Agreement, the Secured Party may itself perform, or cause performance of, such obligation, and the expenses of the Secured Party incurred in connection therewith shall be payable by the Grantor; provided that the Secured Party shall not be required to perform or discharge any obligation of the Grantor.

10. Reasonable Care. The Secured Party shall have no duty with respect to the care and preservation of the Collateral beyond the exercise of reasonable care. The Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Secured Party accords its own property, it being understood that the Secured Party shall not have any responsibility for (a) ascertaining or taking action with respect to any claims, the nature or sufficiency of any payment or performance by any party under or pursuant to any agreement relating to the Collateral or other matters relative to any Collateral, whether or not the Secured Party has or is deemed to have knowledge of such matters, or (b) taking any necessary steps to preserve rights against any parties with respect to any Collateral. Nothing set forth in this Agreement, nor the exercise by the Secured Party of any of the rights and remedies hereunder, shall relieve the Grantor from the performance of any obligation on the Grantor’s part to be performed or observed in respect of any of the Collateral.

11. Remedies Upon Default.

(a) If any Event of Default shall have occurred and be continuing, the Secured Party, without any other notice to or demand upon the Grantor, may assert all rights and remedies of a secured party under the UCC or other applicable law, including, without limitation, the right to take possession of, hold, collect, sell, lease, deliver, grant options to purchase or otherwise retain, liquidate or dispose of all or any portion of the Collateral. If notice prior to disposition of the Collateral or any portion thereof is necessary under applicable law, written notice mailed to the Grantor at its notice address as provided in Section 15 hereof ten days prior to the date of such disposition shall constitute reasonable notice, but notice given in any other reasonable manner shall be sufficient. So long as the sale of the Collateral is made in a commercially reasonable manner, the Secured Party may sell such Collateral on such terms and to such purchaser(s) as the Secured Party in its absolute discretion may choose, without assuming any credit risk and without any obligation to advertise or give notice of any kind other than that necessary under applicable law. Without precluding any other methods of sale, the sale of the Collateral or any portion thereof shall have been made in a commercially reasonable manner if conducted in conformity with reasonable commercial practices of creditors disposing of similar property. At any sale of the Collateral, if permitted by applicable law, the Secured Party may be the purchaser, licensee, assignee or recipient of the Collateral or any part thereof and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold, assigned or licensed at such sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price of the Collateral or any part thereof payable at such sale. To the extent permitted by applicable law, provided the Secured Party acts in accordance with the terms of this Agreement, the Grantor waives all claims, damages and demands it may acquire against the Secured Party arising out of the exercise by it of any rights hereunder. The Grantor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Secured Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Secured Party or any custodian may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Secured Party nor any custodian shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing, nor shall it be under any obligation to take any action whatsoever with regard thereto. The Secured Party shall not be obligated to clean-up or otherwise prepare the Collateral for sale.

(b) If any Event of Default shall have occurred and be continuing, any cash held by the Secured Party as Collateral and all cash Proceeds received by the Secured Party in respect of any sale of, collection from, or other realization upon all or any part of the Collateral shall be applied in whole or in part by the Secured Party to the payment of expenses incurred by the Secured Party in connection with the foregoing or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Secured Party hereunder, including reasonable attorneys’ fees, and the balance of such proceeds shall be applied or set off against all or any part of the Secured Obligations in such order as the Secured Party shall elect. Any surplus of such cash or cash Proceeds held by the Secured Party and remaining after payment in full of all the Secured Obligations shall be paid over to the Grantor or to whomsoever may be lawfully entitled to receive such surplus. The Grantor shall remain liable for any deficiency if such cash and the cash Proceeds of any sale or other realization of the Collateral are insufficient to pay the Secured Obligations and the fees and other charges of any attorneys employed by the Secured Party to collect such deficiency.

(c) If the Secured Party shall determine to exercise its rights to sell all or any of the Collateral pursuant to this Section, the Grantor agrees that, upon request of the Secured Party, the Grantor will, at its own expense, do or cause to be done all such acts and things as may be necessary to make such sale of the Collateral or any part thereof valid and binding and in compliance with applicable law.

12. No Waiver and Cumulative Remedies. The Secured Party shall not by any act (except by a written instrument pursuant to ), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. All rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies provided by law.

13. SECURITY INTEREST ABSOLUTE. The Grantor hereby waives demand, notice, protest, notice of acceptance of this Agreement, Collateral received or delivered or other action taken in reliance hereon and all other demands and notices of any description. All rights of the Secured Party and liens and security interests hereunder, and all Secured Obligations of the Grantor hereunder, shall be absolute and unconditional irrespective of:

(a) any illegality or lack of validity or enforceability of any Secured Obligation or any related agreement or instrument;

(b) any change in the time, place or manner of payment of, or in any other term of, the Secured Obligations, or any rescission, waiver, amendment or other modification of the Lease, this Agreement or any other agreement;

(c) any taking, exchange, substitution, release, impairment or non-perfection of any Collateral or any other collateral, or any taking, release, impairment, amendment, waiver or other modification of any guaranty, for all or any of the Secured Obligations;

(d) any manner of sale, disposition or application of proceeds of any Collateral or any other collateral or other assets to all or part of the Secured Obligations;

(e) any default, failure or delay, willful or otherwise, in the performance of the Secured Obligations;

(f) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to, or be asserted by, the Grantor against the Secured Party; or

(g) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Secured Party that might vary the risk of the Grantor or otherwise operate as a defense available to, or a legal or equitable discharge of, the Grantor or any other grantor, guarantor or surety.

14. Amendments. None of the terms or provisions of this Agreement may be amended, modified, supplemented, terminated or waived, and no consent to any departure by the Grantor therefrom shall be effective unless the same shall be in writing and signed by the Secured Party and the Grantor, and then such amendment, modification, supplement, waiver or consent shall be effective only in the specific instance and for the specific purpose for which made or given.

15. Addresses For Notices. All notices and other communications provided for in this Agreement shall be in writing and shall be given in the manner and become effective as set forth in the Lease, and addressed to the respective parties at their addresses as specified on the signature pages hereof or as to either party at such other address as shall be designated by such party in a written notice to each other party.

16. Continuing Security Interest; Further Actions. This Agreement shall create a continuing First Priority lien and security interest in the Collateral and shall (a) subject to , remain in full force and effect until payment and performance in full of the Secured Obligations, (b) be binding upon the Grantor, its successors and assigns, and (c) inure to the benefit of the Secured Party and its successors, transferees and assigns; provided that the Grantor may not assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the Secured Party.

17. Termination; Release. On the date on which all Secured Obligations have been paid and performed in full, the Secured Party will, at the request and sole expense of the Grantor, (a) duly assign, transfer and deliver to or at the direction of the Grantor (without recourse and without any representation or warranty) such of the Collateral as may then remain in the possession of the Secured Party, and (b) execute and deliver to the Grantor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement. During the Term of the Agreement, at the request of the Grantor, the Secured Party agrees to review the then current financial statements to underwrite the financial health of both the Tenant and the Guarantor under the Lease Agreement. At the Secured Party’s reasonable business judgment, if the Secured Party is satisfied with the then current credit of both the Tenant and the Guarantor under the Lease Agreement, the Secured Party may elect to terminate this Agreement. In such event, the Secured Party will, at the request and sole expense of the Grantor, execute and deliver to the Grantor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement.

18. Governing Law. This Agreement and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement and the transactions contemplated hereby shall be governed by, and construed in accordance with, the laws of the State of Illinois.

19. Counterparts. This Agreement and any amendments, waivers, consents or supplements hereto may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Agreement. This Agreement constitute the entire contract among the parties with respect to the subject matter hereof and supersede all previous agreements and understandings, oral or written, with respect thereto.

20. Federal Cannabis Laws and Regulatory Compliance. This Agreement is subject to strict requirements for ongoing regulatory compliance by the parties hereto, including, without limitation, requirements that the parties take no action in violation of either any applicable state cannabis laws of a jurisdiction in which the Company operates (together with all related rules and regulations thereunder, and any amendment or replacement act, rules, or regulations, the “Regulations”) or the guidance or instruction of any applicable state regulatory body in any jurisdiction in which the Company operates, including the Department (together with any successor or regulator with overlapping jurisdiction, the “Regulator”). The Parties acknowledge and understand that the Regulations and/or the requirements of the Regulator are subject to change and are evolving as the marketplace for state-compliant cannabis businesses continues to evolve.

If necessary or desirable to comply with the requirements of the Regulations and/or the Regulator, the parties hereby agree to (and to cause their respective affiliates and related parties and representatives to) use their respective commercially reasonable efforts to take all actions reasonably requested to ensure compliance with the Regulations and/or the Regulator, including, without limitation, negotiating in good faith to amend, restate, amend and restate, supplement, or otherwise modify this Agreement to reflect terms that most closely approximate the Parties’ original intentions but are responsive to and compliant with the requirements of the Regulations and/or the Regulator. In furtherance, not limitation of the foregoing, the Parties further agree to cooperate with the Regulator to promptly respond to any informational requests, supplemental disclosure requirements, or other correspondence from the Regulator and, to the extent permitted by the Regulator, keep all other parties hereto fully and promptly informed as to any such requests, requirements, or correspondence.

The Parties hereto agree and acknowledge that no Party makes, will make, or shall be deemed to make or have made any representation or warranty of any kind regarding the terms hereof or the compliance of this Agreement with any Federal Cannabis Laws of the United States. No party hereto shall have any right of rescission or amendment arising out of or relating to any non-compliance with Federal Cannabis Laws unless such non-compliance also constitutes a violation of applicable state law as determined in accordance with the Securities Act or by the appropriate state securities regulator. As used herein, “Federal Cannabis Laws” means any U.S. federal laws, civil, criminal or otherwise, as such relate, either directly or indirectly, to the cultivation, harvesting, production, distribution, sale and possession of cannabis, marijuana or related substances or products containing or relating to the same, including, without limitation, the prohibition on drug trafficking under 21 U.S.C. § 841(a), et seq., the conspiracy statute under 18 U.S.C. § 846, the bar against aiding and abetting the conduct of an offense under 18 U.S.C. § 2, the bar against misprision of a felony (concealing another’s felonious conduct) under 18 U.S.C. § 4, the bar against being an accessory after the fact to criminal conduct under 18 U.S.C. § 3, and federal money laundering statutes under 18 U.S.C. §§ 1956, 1957, and 1960 and the regulations and rules promulgated under any of the foregoing.

21. Omitted.

22. Option to Purchase. In the event that the Department does not approve of any of the terms of Agreement, including without limitation, the transfer of the Collateral to Secured Party or if it is determined that Secured Party is deemed unable to take a security interest in the Collateral for any reason, the Parties agree that in such situation and upon a continuing Event of Default that has not been cured within the applicable period, that Grantor hereby offers to sell to Secured Party or to Secured Party’s designee an option to Purchase the Collateral, including the License, for the market value of the License (to be determined by a 3rd party appraisal), less the NPV (Net Present Value) of the outstanding Rent due from the starting time of the uncured Event of Default through the remainder of the Term. Previously described NPV shall be reduced by the amount of rent collected from any replacement tenant that covers some or all of the same period of time as the remaining Term and that covers some or all of the Rent for any given time period. Secured Party shall not unreasonably withhold a potential replacement tenant. The discount rate applied in the NPV calculation shall be used for both the remaining tenant lease calculation and the deduction calculation and shall be determined by the aforementioned third party appraiser in said appraisal. Grantor hereby appoints the Secured Party the Grantor’s attorney-in-fact, with full authority in the place and stead of the Grantor and in the name of the Grantor or otherwise, from time to time in the Secured Party’s discretion to take any action and to execute any instrument which the Secured Party may deem necessary or advisable to transfer the Collateral, including the License to Secured Party or Secured Party’s designee. Grantor hereby agrees to promptly execute and deliver all further instruments and documents, obtain such agreements from third parties, and take all further action, that may be necessary or desirable, or that the Secured Party may request, in order for Secured Party to exercise and enforce its rights under this Section.

[signature page follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

	GRANTOR:

	JG IL LLC, an Illinois limited liability company

	By: Hayden Manager LLC, an Illinois limited liability company, its manager

	By:	/s/ Jon Loevy
		Jon Loevy, its manager

	SECURED PARTY:

	ZP RE HOLDINGS, LLC, an Arizona limited liability company

	By:	/s/ Bryan McLaren
	Name:	Bryan McLaren
	Its:

Exhibit 99.1

Zoned Properties Diversifies Investment Portfolio with Acquisition of Direct to

Consumer Retail Investment Property in Illinois for $1.6 Million Leased to Justice Cannabis Co.’s BLOC Dispensaries

Absolute-Net Lease in Place and Produces Strong 16.5% Cap Rate over the Life of the Lease Term

SCOTTSDALE, Ariz., January 22, 2024 /AccessWire/ -- Zoned Properties®, Inc. (“Zoned Properties” or the “Company”) (OTCQB: ZDPY), a leading real estate development firm for emerging and highly regulated industries, including legalized cannabis, today announced that the Company has acquired an investment property in Chicago, Illinois (the “Investment Property”) and entered into a long-term, absolute-net lease agreement with Justice Cannabis Co.’s BLOC Dispensaries to operate a Retail Dispensary.

“This investment significantly enhances our property investment portfolio and rental revenue base, and diversifies our tenant roster. We have partnered with a best-in-class cannabis operator, which underscores the highest and best use of this premier retail location. Illinois is home to one of the most exciting, emerging cannabis markets in the nation with strong consumer brands and growing consumer demand. Driven by robust consumer brands and escalating demand, Illinois’ market has reached new heights with the Department of Financial and Professional Regulation (IDFPR) reporting a surge in retail activity, including the launch of 28 new dispensaries and total dispensary sales eclipsing the $1.5 billion mark in FY23. We are poised to play a pivotal role in the commercial real estate landscape of the cannabis sector and this partnership aligns with the Company’s mission to innovate within the real estate development sector, driving growth and delivering value to shareholders,” commented Bryan McLaren, Chief Executive Officer of Zoned Properties. “The collaboration with Justice Cannabis Co.’s BLOC Dispensaries is a testament to our strategic vision and we look forward to expanding our relationship with their executive team.”

Transaction Highlights

	●	Zoned Properties has acquired a premier Investment Property in Chicago, Illinois that has been entitled and permitted as a cannabis retail dispensary.

	●	The Investment Property was acquired for approximately $1.6 million, including all closing costs and fees. The transaction also includes a commitment from the tenant’s operating partner of up to $1 million for renovation and construction improvements.

●

The Investment Property is leased to Justice Cannabis Co.’s BLOC Dispensaries under a long-term, absolute-net lease agreement, which will produce an approximate 16.5% Cap Rate when straight-lined over the 15-year term of the lease agreement. The lease includes 3% annual increases in base rent over the life of the lease term, yielding approximately $265,000 in annual base rental revenue when straight-lined over the life of the lease term.

Market Highlights

	●	Illinois’ cannabis market is becoming one of the strongest in the nation. In 2023, the state saw over $1.5 billion in overall dispensary sales and is expected to see continued growth in 2024.

	●	Chicago, Illinois is in the BLS-5 Region for cannabis retail locations, one of the most in-demand market regions in Illinois.

●

The Investment Property is located in a prime retail area, situated approximately 1.5 miles from the iconic Chicago White Sox stadium and is surrounded by several major highways.

About Justice Cannabis Co. & BLOC Dispensaries

Justice Cannabis Co. (formerly known as Justice Grown), has been a steady force in the U.S. cannabis industry for over 7 years and has garnered attention for all the right reasons. They are a full-service, vertical cannabis business. They cultivate, manufacture and distribute high quality cannabis products to a variety of customers, and patients across the United States. Founded on the premise of ‘cannabis made good, that does good to make you feel good,’ the Justice team has a long-standing and impressive reputation for their social justice commitments, quality products, unique dispensaries and a modern approach to service. Through its retail brand, Bloc, Justice Cannabis Co. offers products and dispensary experiences thoughtfully developed to aid in the daily journey of feeling better. With an expertly curated collection, and an attainable price point, Justice Cannabis Co. continues to garner attention for its growing community of loyal customers.

Justice Cannabis Co. holds multiple licenses across 8 states: California, Illinois, Pennsylvania, Massachusetts, New Jersey, Michigan, Missouri, and Utah. With over 100 years of combined cannabis experience on the executive team, Justice Cannabis Co. is composed of experienced cannabis professionals and alumni from some of the cannabis industry’s most influential and impactful brands. For more information, visit www.justicecannabisco.com.

About Zoned Properties, Inc. (OTCQB: ZDPY):

Zoned Properties is a specialized real estate development firm for emerging and highly regulated industries, including regulated cannabis. The Company is redefining the approach to commercial real estate investment through its integrated growth services.

Headquartered in Scottsdale, Arizona, Zoned Properties has developed a full spectrum of integrated growth services to support its real estate development model; the Company’s Property Technology, Advisory Services, Commercial Brokerage, and Investment Portfolio collectively cross-pollinate within the model to drive project value associated with complex real estate projects. With national experience and a team of experts devoted to the emerging cannabis industry, Zoned Properties is addressing the specific needs of a modern market in highly regulated industries.

Zoned Properties does not grow, harvest, sell or distribute cannabis or any substances regulated under United States law such as the Controlled Substance Act of 1970, as amended (the “CSA”). Zoned Properties’ corporate headquarters is located at 8360 E. Raintree Dr., Suite 230, Scottsdale, Arizona. For more information, call 877-360-8839 or visit www.ZonedProperties.com.

Twitter: @ZonedProperties

LinkedIn: @ZonedProperties

Safe Harbor Statement

This press release contains forward-looking statements. All statements other than statements of historical facts included in this press release are forward-looking statements. In some cases, forward-looking statements can be identified by words such as “believe,” “expect,” “anticipate,” “plan,” “potential,” “continue” or similar expressions. Such forward-looking statements include risks and uncertainties, and there are important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors, risks and uncertainties are discussed in the Company’s filings with the Securities and Exchange Commission. Investors should not place any undue reliance on forward-looking statements since they involve known and unknown, uncertainties and other factors which are, in some cases, beyond the Company’s control which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects the Company’s current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to operations, results of operations, growth strategy and liquidity. The Company assumes no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

Investor Relations

Zoned Properties, Inc.

Bryan McLaren

Tel (877) 360-8839

Investors@zonedproperties.com

www.zonedproperties.com

Cover	Jan. 18, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 18, 2024
Entity File Number	000-51640
Entity Registrant Name	Zoned Properties, Inc.
Entity Central Index Key	0001279620
Entity Tax Identification Number	46-5198242
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	8360 E. Raintree Drive
Entity Address, Address Line Two	#230
Entity Address, City or Town	Scottsdale
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85260
City Area Code	877
Local Phone Number	360-8839
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false