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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 reported): May
3, 2024
Zoned Properties, Inc.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
000-51640 |
|
46-5198242 |
(State
or other jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification Number) |
8360 E Raintree Drive, #230
Scottsdale,
AZ 85250
(Address
of principal executive offices)
(877)
360-8839
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, 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 CF$ 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 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
Background
As
previously reported, on May 15, 2023 in Form 10-Q filed with the Securities and Exchange by the Company (the “10-Q”), on
May 14, 2023, ZP Woodward entered into an Assignment and Assumption of Lease (“Assignment”)
whereby the Woodward Lease was assigned from Rapid Fish 2 LLC (“Old Tenant”) to Rapid Fish LLC (“New Tenant”).
Old Tenant and New Tenant share common ownership. The assignment of the Woodward Lease is conditioned upon issuance by the City of Pleasant
Ridge, Michigan of a final cannabis business license to New Tenant and ZP Woodward’s receipt of a fully executed Reaffirmation
of Guaranty from the guarantors of the Woodward Lease. The Assignment contains other terms as are customary for a document of this type.
First
Amendment to Absolute Net Lease Agreement
On
May 1, 2024, ZP Woodward and Rapid Fish, LLC (the “Parties”), with individual Guarantors, Thomas Nafso and Ammar Kattoula
(the “Guarantors”), entered into a First Amendment to the Absolute Net Lease Agreement (the “First Amendment”)
pertaining to premises located at 23600-23634 Woodward Ave, Pleasant Ridge MI 48069. The Parties also agreed to a
fully executed Reaffirmation of Guaranty from the Guarantors.
According
to the terms of the First Amendment, the following changes have been agreed to by the Parties:
Amended
Rental Payment Schedule
The
First Amendment provides that as long as the Landlord’s Conditions, as outlined in this First Amendment, are satisfied including
a Renovation Completion Commitment, the Rental Payment Schedule of the Lease will be amended to the schedule set forth in Addendum A
to the First Amendment.
Capital
Commitment
The
First Amendment provides for the inclusion of the Capital Commitment as follows: Tenant shall cause a total of at least EIGHT HUNDRED
AND FIFTY THOUSAND Dollars ($850,000.00) (US) to be spent toward capital improvements to the Premises (the “Commitment Improvements”
and/or the “Capital Commitment”). Any such Commitment Improvements shall be made in accordance with the Lease as amended.
Commitment Improvements to be counted toward satisfying the Capital Commitment shall include capital improvements to the Premises and
any part thereof, as well as other improvements approved in advance in writing by Landlord, and shall exclude soft costs, permit, design,
architectural and engineering fees, and legal fees. Tenant acknowledges that the Capital Commitment is material to Landlord and Landlord
would not have agreed to enter into this First Amendment but for Tenant’s obligations in this paragraph. If the Capital Commitment
is not completed in the prescribed time period, as evidenced by invoices or similar documentation reasonably acceptable to Landlord,
Tenant’s failure shall constitute an Event of Default under the Lease.”
Renovation
Completion Commitment
The
First Amendment provides for the inclusion of the Renovation Completion Commitment as follows: Tenant shall cause its Capital Commitment
at the Premises (the “Renovation Completion Commitment”) to be completed within three (3) months after the First Amendment
Effective Date (the “Renovation Completion Commitment Date”). In order to satisfy the Renovation Completion Commitment, Tenant
must satisfy the following prior to the Renovation Completion Commitment Date (i) deliver to Landlord the appropriate deliverables evidencing
renovation completion (the “Renovation Completion Deliverables”) (as defined below) (ii) open for business to the public
for its intended Use of the Premises (the “Store Opening"), (iii) and complete its first bona fide sale to the public. The
Renovation Completion Deliverables include the following: (x) Tenant has furnished to Landlord a copy of a commercially reasonably detailed
final cost breakdown for Tenant's Work and Landlord has inspected the Premises to confirm that Tenant’s Work has been completed
in a good and workmanlike manner according to the Tenant’s Approved Plans; (y) Tenant has furnished to Landlord commercially reasonable
final affidavits and final lien releases from Tenant's general contractor, if any, all subcontractors and all material suppliers for
all labor and materials performed or supplied as part of Tenant's Work (whether or not the Allowance is applicable thereto); (z) a copy
of the certificate of occupancy from the governmental authority having jurisdiction has been delivered to Landlord. Tenant acknowledges
that the Renovation Completion Commitment is material to Landlord and Landlord would not have agreed to enter into this First Amendment
but for Tenant’s obligations in this paragraph. If the Renovation Completion Commitment is not completed in the prescribed time
period, Tenant’s failure shall constitute an Event of Default under the Lease.” Landlord shall grant Tenant up to two (2)
additional 30-day extension upon request, so long as at the time of the extension the site is conducting inspections toward certificate
of occupancy.
North
Lot
The
First Amendment also provides that if within 18 months of the date of this First Amendment, Tenant is able to complete all of the following
related to 23634 Woodward Ave, Pleasant Ridge MI 48069 with an APN of 25-27-181-003 (the “North Lot”): (i) obtain authorization
from all required jurisdictions (including the City of Pleasant Ridge) that the use of the North Lot parking spaces is no longer required
and releases Landlord from all obligations related to the North Lot under the Declaration of Restrictions and Parking Easement (the “Parking
Agreement”), and (ii) confirm that the Tenant is able to continue to use the lot for purposes of ingress and egress, and (iii)
Tenant is able to arrange a deal with the seller of the North Lot, which is currently under a Land Contract with outstanding installment
payments, that (x) provides Landlord with indemnity from Tenant that completely releases Landlord of any operational obligations or liabilities
related to the North Lot, (y) provides Landlord with indemnity from Tenant that completely release Landlord of any financial obligations
or liabilities related to the North Lot, and (z) does not cause any encumbrance or legal liability to the remaining properties at the
Premises; then within 30 days of Landlord’s receipt of written confirmation from all appropriate parties that all requirements
noted above have been satisfied, at Landlord sole discretion, Landlord agrees that the parties shall enter into a Lease Amendment acknowledging
the same and modifying Tenant’s lease base rental rate to be reduced by $3,846 for the Lease.
Reaffirmation
of Guarantee
In
consideration of the First Amendment, the Guarantors executed and delivered a Reaffirmation of Guaranty, attached to the First Amendment
as Addendum B (the “Reaffirmation of Guaranty”) effective as of the First Amendment Effective Date, May 3, 2024. Related
to the Guaranty and the Original Guarantors, Landlord agrees, that so long as there are no uncured Events of Default and Tenant remains
in good standing under the Lease, then the Original Guarantors shall be released of their guarantees following the original lease term
of fourteen and a half (14.5) years. Landlord also agrees that, provided Landlord has given written approval, at its discretion, which
shall not be unreasonably withheld, then the Original Guarantors may be permitted to transfer the obligations under their Guarantees
in the event of a Permitted Transfer, on to a new Guarantor(s) that are of at least equal or greater credit than the Original Guarantors,
to be determined by Landlord in its discretion, which shall not be unreasonably withheld.
The
foregoing description of the First Amendment is not a complete description of all of the parties’ rights and obligations under
the First Amendment, and is qualified in its entirety by reference to the First Amendment, a copy of which is filed as Exhibit 10.1,
to this current report on Form 8-K and incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
SIGNATURE
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:
May 6, 2024 |
By: |
/s/
Bryan McLaren |
| |
|
Bryan McLaren |
| |
|
Chief Executive
Officer |
3
Exhibit
10.1
FIRST
AMENDMENT TO LICENSED CANNABIS FACILITY ABSOLUTE NET LEASE AGREEMENT
This
First Amendment to that certain Licensed Cannabis Facility Absolute Net Lease Agreement (the “First Amendment”), dated
as of May 1, 2024 (the “First Amendment Effective Date”), is entered into by and between ZP RE MI WOODWARD, LLC
(the “Landlord”), Rapid Fish, LLC, a Michigan limited liability company registered to do business in Michigan
as NOXX Cannabis, as successor tenant to Rapid Fish 2, LLC (the “Tenant”), individual Guarantors Thomas Nafso and
Ammar Kattoula (the “Original Guarantors”). Landlord and Tenant are referred to individually as a “Party”
or collectively as the “Parties”.
RECITALS
A.
Landlord and Tenant, entered into that certain Licensed Cannabis Facility Absolute Net Lease Agreement effective December 1, 2022, subsequently
assigned by Rapid Fish 2, LLC (the “Assignor” or the “Original Tenant”) to Rapid Fish, LLC (the
“Assignee” or the “New Tenant”) on May 14, 2023 (the “Lease”, and together with
the Assignment, the “Assigned Lease”), pertaining to premises located at 23600-23634 Woodward Ave, Pleasant Ridge
MI 48069 (the “Premises”).
B.
Original Guarantors completed a Reaffirmation of Guaranty on May 14, 2023 as an inducement for Landlord to consent to the Assignment
and Assumption of the Lease (the “Assignment”).
C.
Tenant has requested this First Amendment of Landlord, and Landlord has agreed to consent to the adoption of this First Amendment.
D.
Provided Landlord Conditions, as outlined in this First Amendment, are satisfied, Landlord and Tenant have agreed to the adoption of
Addendum A; an updated version of Lease Exhibit B: Rental Payment Schedule, in exchange for certain considerations
in the form of amendments to the Lease made by Tenant in favor of Landlord.
E.
Landlord and Tenant desire to amend the Lease in accordance with the terms set forth below, effective as of the First Amendment Effective
Date, (the “Amended Lease”).
AMENDMENT
1.
Defined Terms; Recitals. All capitalized terms used but not otherwise defined herein shall have the meanings given such terms
in the Lease, as amended by this First Amendment, effective as of the First Amendment Effective Date. The recitals are incorporated into
this First Amendment as if fully stated herein.
2.
Amendments:
a.
Rental Payment Schedule. Provided Landlord Conditions, as outlined in this First Amendment, are satisfied including specifically
the Renovation Completion Commitment (defined herein) has been satisfied by the Renovation Completion Commitment Date (defined herein),
the current Exhibit B: Rental Payment Schedule of the Lease will be deleted and replaced with the attached Addendum A
to this First Amendment.
b.
North Lot. If within 18 months of the date of this First Amendment, Tenant is able to complete all of the following related to
23634 Woodward Ave, Pleasant Ridge MI 48069 with an APN of 25-27-181-003 (the “North Lot”): (i) obtain authorization from
all required jurisdictions (including the City of Pleasant Ridge) that the use of the North Lot parking spaces is no longer required
and releases Landlord from all obligations related to the North Lot under the Declaration of Restrictions and Parking Easement (the “Parking
Agreement”), and (ii) confirm that the Tenant is able to continue to use the lot for purposes of ingress and egress, and (iii)
Tenant is able to arrange a deal with the seller of the North Lot, which is currently under a Land Contract with outstanding installment
payments, that (x) provides Landlord with indemnity from Tenant that completely releases Landlord of any operational obligations or liabilities
related to the North Lot, (y) provides Landlord with indemnity from Tenant that completely release Landlord of any financial obligations
or liabilities related to the North Lot, and (z) does not cause any encumbrance or legal liability to the remaining properties at the
Premises; then within 30 days of Landlord’s receipt of written confirmation from all appropriate parties that all requirements
noted above have been satisfied, at Landlord sole discretion, Landlord agrees that the parties shall enter into a Lease Amendment acknowledging
the same and modifying Tenant’s lease base rental rate to be reduced by $3,846 for the Lease.
c.
Initial Term. Section 1.01 (H): Initial Term of the Lease is hereby deleted and replaced with the following by this First
Amendment:
| “1.01 (H) | Initial
Term: Commencing as of the Commencement Date described in Section 5.01 and continuing
for EIGHTEEN (18) years after Tenant started paying the full Base Rent.” |
|
d.
Security Deposit. Section 1.01 (O): Security Deposit of the Lease is hereby deleted and replaced with the following by
this First Amendment:
| “1.01 (O) | Security
Deposit: $50,000; however, provided Landlord Conditions, as outlined in this First Amendment,
are satisfied; then Landlord shall credit back to Tenant $15,000 of Security Deposit, to
be reflected as a Rent credit, distributed evenly as a $5,000 Rent credit in May, June, and
July 2024.” |
|
e.
Late Rent. 5.03 Late Rent of Article 5: Rental Payments of the Lease is hereby deleted in its entirety and replaced with
the following by this First Amendment:
“5.03
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 FIVE (5%) percent 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. Following the First Amendment Effective Date, in the event that a late charge is payable, whether or not collected, for three (3) consecutive installments of Base Rent, during any Lease Year, then notwithstanding any provision
of this Lease to the contrary, Base Rent shall, at Landlord’s option, become due and payable quarterly in advance.
Any
monetary payment due to Landlord 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 12% per annum but shall not exceed the
maximum rate allowed by law.
f.
Capital Commitment. A new Section 17.31 Capital Commitment under Article 17: Miscellaneous of the Lease is hereby added
with the following by this First Amendment:
| “17.31 | Capital
Commitment. Tenant shall cause a total of at least EIGHT HUNDRED AND FIFTY THOUSAND Dollars
($850,000.00) (US) to be spent toward capital improvements to the Premises (the “Commitment
Improvements” and/or the “Capital Commitment”). Any such Commitment
Improvements shall be made in accordance with the Lease as amended. Commitment Improvements
to be counted toward satisfying the Capital Commitment shall include capital improvements
to the Premises and any part thereof, as well as other improvements approved in advance in
writing by Landlord, and shall exclude soft costs, permit, design, architectural and engineering
fees, and legal fees. Tenant acknowledges that the Capital Commitment is material to Landlord
and Landlord would not have agreed to enter into this First Amendment but for Tenant’s
obligations in this paragraph. If the Capital Commitment is not completed in the prescribed
time period, as evidenced by invoices or similar documentation reasonably acceptable to Landlord,
Tenant’s failure shall constitute an Event of Default under the Lease.” |
|
g.
Renovation Completion and Store Opening. A new Section 17.32 Renovation Completion and Store Opening under Article 17:
Miscellaneous of the Lease is hereby added with the following by this First Amendment:
| “17.32 | Renovation
Completion and Store Opening. Tenant shall cause its Capital Commitment at the Premises
(the “Renovation Completion Commitment”) to be completed within three
(3) months after the First Amendment Effective Date (the “Renovation Completion
Commitment Date”). In order to satisfy the Renovation Completion Commitment, Tenant
must satisfy the following prior to the Renovation Completion Commitment Date (i) deliver
to Landlord the appropriate deliverables evidencing renovation completion (the “Renovation
Completion Deliverables”) (as defined below) (ii) open for business to the public
for its intended Use of the Premises (the “Store Opening”), (iii) and
complete its first bona fide sale to the public. The Renovation Completion Deliverables include
the following: (x) Tenant has furnished to Landlord a copy of a commercially reasonably detailed
final cost breakdown for Tenant’s Work and Landlord has inspected the Premises to confirm
that Tenant’s Work has been completed in a good and workmanlike manner according to
the Tenant’s Approved Plans; (y) Tenant has furnished to Landlord commercially reasonable
final affidavits and final lien releases from Tenant’s general contractor, if any,
all subcontractors and all material suppliers for all labor and materials performed or supplied
as part of Tenant’s Work (whether or not the Allowance is applicable thereto); (z)
a copy of the certificate of occupancy from the governmental authority having jurisdiction
has been delivered to Landlord. Tenant acknowledges that the Renovation Completion Commitment
is material to Landlord and Landlord would not have agreed to enter into this First Amendment
but for Tenant’s obligations in this paragraph. If the Renovation Completion Commitment
is not completed in the prescribed time period, Tenant’s failure shall constitute an
Event of Default under the Lease.” Landlord shall grant Tenant up to two (2) additional
30-day extension upon request, so long as at the time of the extension the site is conducting
inspections toward certificate of occupancy. |
|
h.
Sales and Financial Reporting. A new Section 17.34 Sales Reporting and Financial Statements under Article 17: Miscellaneous
of the Lease is hereby added with the following by this First Amendment:
| “17.34. | Sales
Reporting and Financial Statements. |
17.34.1
Gross Sales – Defined. The term “Tenant’s Gross Sales” means the gross proceeds from business done in or
from the Premises, including but not limited to, the entire sales price of products sold (including gift and certificates), charges for
services or rentals, deposits not refunded to customers, the entire sales price of product sold as a result of orders taken at the Premises
but delivered elsewhere, and the entire sales price of products delivered from the Premises as a result of orders taken elsewhere. An
installment sale or a sale on credit shall be treated as a sale at the full sales price in the month during which such sale is made.
No deduction from Tenant’s Gross Sales shall be allowed for uncollectible credit accounts. Tenant’s Gross Sales shall not
be deemed to include any sums collected from customers and paid out for a sales or excise tax imposed by any duly constituted governmental
authority if the amount of such tax is separately charged to the customer and paid by Tenant directly to or for the benefit of the governmental
authority.
17.34.2
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
year and calendar quarter, which statement shall be provided as an accommodation to Landlord.
17.34.3
Financial Statements. Within fourteen (14) days following Landlord’s request (which request shall not be made more than once
in any calendar quarter), Tenant shall deliver, and shall cause Guarantors to deliver, to Landlord the most currently available audited
financial statements and tax returns of Tenant and/or Guarantors; however, if no such audited financial statement is available, then
Tenant and/or Guarantors 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 and/or Guarantor’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 and/or Guarantors 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 and/or Guarantors since the date of the then-applicable financial information.
3.
Reaffirmation of Guaranty. In consideration of Landlord’s consent to the First Amendment, the Original Guarantors agree
to execute and deliver the Reaffirmation of Guaranty attached hereto as Addendum B (the “Reaffirmation of Guaranty”)
effective as of the First Amendment Effective Date. Related to the Guaranty and the Original Guarantors, Landlord agrees, that so long
as there are no uncured Events of Default and Tenant remains in good standing under the Lease, then the Original Guarantors shall be
released of their guarantees following the original lease term of fourteen and a half (14.5) years. Landlord also agrees that, provided
Landlord has given written approval, at its discretion, which shall not be unreasonably withheld, then the Original Guarantors may be
permitted to transfer the obligations under their Guarantees in the event of a Permitted Transfer (as defined in the Lease), on to a
new Guarantor(s) that are of at least equal or greater credit than the Original Guarantors, to be determined by Landlord in its discretion,
which shall not be unreasonably withheld.
4.
Landlord Conditions. Notwithstanding anything to the contrary contained in this First Amendment, Landlord’s consent to this
First Amendment are expressly conditioned upon the satisfaction at or prior to the Renovation Completion Commitment Date, unless otherwise
specifically stated below, of the following conditions precedent (collectively, the “Landlord Conditions”):
a.
Tenant will not have caused any event of Default under the Lease, from the time of the execution of this First Amendment through the
satisfaction of all other Landlord Conditions.
b.
Landlord’s receipt of copies of the fully executed: (i) Unit Subscription Agreement between Tenant and its general contractor partner
(the “General Contractor Partner”), and a waiver or pre-release of lien by General Contractor agreeing not to allow any encumbrance
or lien to be placed on the property, including any subcontractor liens, and (ii) Construction Permits issued by the City of Pleasant
Ridge.
c.
Landlord’s receipt of a copy of the fully executed Unit Subscription Agreement with Rapid Fish investor(s) subscribed on or about
May 2024.
d.
Landlord’s receipt of updated Financial Statements of the Tenant dated as of March 31, 2024.
e.
Landlord’s receipt of the Reaffirmation of Guaranty attached hereto as Addendum B executed by the Original Guarantors to
that Guaranty of Payment and Performance dated November 30, 2022 (“Original Guaranty”) attached as Exhibit D to the
Lease.
f.
Landlord’s receipt of updated Financial Statements from the Original Guarantors dated as of March 31, 2024.
g.
Landlord’s receipt of written confirmation from the Tenant regarding the status and payment schedule of any active sublease at
the Premises.
h.
Tenant providing evidence of a state license and begins operating.
5.
Effect of Failed Condition. The adoption of Addendum A (See Section 2a), discounting Base Rent, shall only go into
full force and effect once Tenant has satisfied all Landlord Conditions. In the event of a failed Landlord Condition or other express
term of this First Amendment, (i) Landlord shall have no additional obligations to Tenant arising from this First Amendment, (ii) the
Lease shall remain in full force and effect between Landlord and Tenant, and (iii) the discounted Base Rent as amended by Addendum
A to the First Amendment will revert back to the original Base Rent as evidenced by the original Exhibit B to the Lease.
6.
Miscellaneous.
a.
Representations. Each Party represents and warrants to the other that it has full power and authority to execute and fully perform
its obligations under this First Amendment (and Tenant further represents and warrants that it has full power and authority to fully
perform its obligations under the Lease) pursuant to its governing instruments, without the need for any further action, and that the
person(s) executing this First Amendment on behalf of such party are duly designated agents and are authorized to do so. Each Party represents
and warrants that by entering into this First Amendment, such Party will not be in breach or default of any other agreement, oral or
written, to which such Party is a party.
b.
Ratification of Lease; Conflict. Except as expressly and specifically amended herein, the Lease shall remain in full force and
effect and is hereby ratified and confirmed by the Parties. In the event of a conflict between this First Amendment and the Lease, this
First Amendment shall control.
c.
Entire Agreement. This First Amendment constitutes the entire agreement on the subject matter. No modification, waiver,
amendment, discharge, or change of this First Amendment shall be valid unless the same is in writing and signed by the party against
which the enforcement of such modification, waiver, amendment, discharge, or change is or may be sought
a.
Choice of Law. The Parties agree that this First Amendment and the Lease is governed by the laws of the State of Michigan without
regard to conflict of laws principles.
d.
Counterparts; Electronic Signatures. This First Amendment may be executed in one or more counterparts and the signature pages
combined to constitute one document. Electronic signatures shall have the same force and effect as original signatures.
[SIGNATURE
PAGE FOLLOWS]
This
First Amendment is executed effective as of the First Amendment Effective Date set forth above.
| |
LANDLORD: |
| |
|
| |
ZP RE MI WOODWARD, LLC, a Michigan limited
liability company |
| |
|
|
| |
By: |
ZP RE HOLDINGS, LLC. |
| |
Its: |
Member |
| |
By: |
/s/ Bryan McLaren |
| |
Name: |
Bryan McLaren |
| |
Its: |
Authorized Agent |
| |
TENANT: |
| |
|
| |
RAPID FISH, LLC, a Michigan limited liability
company registered to do business in Michigan as
NOXX CANNABIS |
| |
|
|
| |
By: |
/s/ Tommy Nafso |
| |
Name: |
Tommy Nafso |
| |
Title: |
Member/Manager |
| |
AND APPROVED BY: |
| |
|
| |
ORIGNAL GUARANTORS: |
| |
|
| |
Thomas Nafso |
| |
|
| |
By: |
/s/ Tommy Nafso |
| |
Name: |
Thomas Nafso; Individually |
| |
|
|
| |
Ammar Kattoula |
| |
|
|
| |
By: |
/s/ Ammar Kattoula |
| |
Name: |
Ammar Kattoula; Individually |
ADDENDUM
A
EXHIBIT
B: RENTAL PAYMENT SCHEDULE (To be Amended)
*Dates
may be adjusted based on Renovation Completion Commitment Date. If there are discrepancies between this Exhibit and the Lease Terms,
the Terms of the Lease will prevail. However, no escalations shall be applied until April, 1, 2025.
| | |
| |
| |
(May be Estimated) | |
| | |
(1/12 Estimated) | | |
| |
| | |
Year Period | |
Month Period | |
Month | |
Base
Rent | | |
Est. Property Taxes | | |
Total to Invoice | |
| Rent Discount Period | |
0 | |
1 | |
December 1, 2022 | |
$ | - | | |
$ | 916.17 | | |
$ | 916.17 | |
| Rent Discount Period | |
0 | |
2 | |
January 1, 2023 | |
$ | - | | |
$ | 916.17 | | |
$ | 916.17 | |
| Rent Discount Period | |
0 | |
3 | |
February 1, 2023 | |
$ | 20,159.41 | | |
$ | 916.17 | | |
$ | 21,075.58 | |
| Rent Discount Period | |
0 | |
4 | |
March 1, 2023 | |
$ | 20,159.41 | | |
$ | 916.17 | | |
$ | 21,075.58 | |
| Full Rent Commencement | |
1 | |
5 | |
April 1, 2023 | |
$ | 40,318.82 | | |
$ | 916.17 | | |
$ | 41,234.99 | |
| | |
1 | |
6 | |
May 1, 2023 | |
$ | 40,318.82 | | |
$ | 916.17 | | |
$ | 41,234.99 | |
| | |
1 | |
7 | |
June 1, 2023 | |
$ | 40,318.82 | | |
$ | 916.17 | | |
$ | 41,234.99 | |
| | |
1 | |
8 | |
July 1, 2023 | |
$ | 40,318.82 | | |
$ | 916.17 | | |
$ | 41,234.99 | |
| | |
1 | |
9 | |
August 1, 2023 | |
$ | 40,318.82 | | |
$ | 916.17 | | |
$ | 41,234.99 | |
| | |
1 | |
10 | |
September 1, 2023 | |
$ | 40,318.82 | | |
$ | 916.17 | | |
$ | 41,234.99 | |
| | |
1 | |
11 | |
October 1, 2023 | |
$ | 40,318.82 | | |
$ | 916.17 | | |
$ | 41,234.99 | |
| | |
1 | |
12 | |
November 1, 2023 | |
$ | 40,318.82 | | |
$ | 2,548.83 | | |
$ | 42,867.65 | |
| | |
1 | |
13 | |
December 1, 2023 | |
$ | 40,318.82 | | |
$ | 2,548.83 | | |
$ | 42,867.65 | |
| | |
1 | |
14 | |
January 1, 2024 | |
$ | 40,318.82 | | |
$ | 2,548.83 | | |
$ | 42,867.65 | |
| | |
1 | |
15 | |
February 1, 2024 | |
$ | 40,318.82 | | |
$ | 2,548.83 | | |
$ | 42,867.65 | |
| | |
1 | |
16 | |
March 1, 2024 | |
$ | 40,318.82 | | |
$ | 2,548.83 | | |
$ | 42,867.65 | |
| | |
2 | |
17 | |
April 1, 2024 | |
$ | 40,318.82 | | |
$ | 2,548.83 | | |
$ | 42,867.65 | |
| $5,000 Rent Credit | |
2 | |
18 | |
May 1, 2024 | |
$ | 35,318.82 | | |
$ | 2,548.83 | | |
$ | 37,867.65 | |
| $5,000 Rent Credit | |
2 | |
19 | |
June 1, 2024 | |
$ | 35,318.82 | | |
$ | 2,548.83 | | |
$ | 37,867.65 | |
| $5,000 Rent Credit | |
2 | |
20 | |
July 1, 2024 | |
$ | 35,318.82 | | |
$ | 2,548.83 | | |
$ | 37,867.65 | |
| Estimated start of Rent Relief Adjustment | |
2 | |
21 | |
August 1, 2024 | |
$ | 35,417.00 | | |
$ | 2,548.83 | | |
$ | 37,965.83 | |
| | |
2 | |
22 | |
September 1, 2024 | |
$ | 35,417.00 | | |
$ | 2,548.83 | | |
$ | 37,965.83 | |
| | |
2 | |
23 | |
October 1, 2024 | |
$ | 35,417.00 | | |
$ | 2,548.83 | | |
$ | 37,965.83 | |
| | |
2 | |
24 | |
November 1, 2024 | |
$ | 35,417.00 | | |
$ | 2,548.83 | | |
$ | 37,965.83 | |
| | |
2 | |
25 | |
December 1, 2024 | |
$ | 35,417.00 | | |
$ | 2,548.83 | | |
$ | 37,965.83 | |
| | |
2 | |
26 | |
January 1, 2025 | |
$ | 35,417.00 | | |
$ | 2,548.83 | | |
$ | 37,965.83 | |
| | |
2 | |
27 | |
February 1, 2025 | |
$ | 35,417.00 | | |
$ | 2,548.83 | | |
$ | 37,965.83 | |
| | |
2 | |
28 | |
March 1, 2025 | |
$ | 35,417.00 | | |
$ | 2,548.83 | | |
$ | 37,965.83 | |
| | |
3 | |
29 | |
April 1, 2025 | |
$ | 36,479.51 | | |
$ | 2,548.83 | | |
$ | 39,028.34 | |
| | |
4 | |
41 | |
April 1, 2026 | |
$ | 37,573.90 | | |
$ | 2,548.83 | | |
$ | 40,122.73 | |
| | |
5 | |
53 | |
April 1, 2027 | |
$ | 38,701.11 | | |
$ | 2,548.83 | | |
$ | 41,249.94 | |
| | |
6 | |
65 | |
April 1, 2028 | |
$ | 39,862.15 | | |
$ | 2,548.83 | | |
$ | 42,410.98 | |
| | |
7 | |
77 | |
April 1, 2029 | |
$ | 41,058.01 | | |
$ | 2,548.83 | | |
$ | 43,606.84 | |
| | |
8 | |
89 | |
April 1, 2030 | |
$ | 42,289.75 | | |
$ | 2,548.83 | | |
$ | 44,838.58 | |
| | |
9 | |
101 | |
April 1, 2031 | |
$ | 43,558.44 | | |
$ | 2,548.83 | | |
$ | 46,107.27 | |
| | |
10 | |
113 | |
April 1, 2032 | |
$ | 44,865.20 | | |
$ | 2,548.83 | | |
$ | 47,414.03 | |
| | |
11 | |
125 | |
April 1, 2033 | |
$ | 46,211.15 | | |
$ | 2,548.83 | | |
$ | 48,759.98 | |
| | |
12 | |
137 | |
April 1, 2034 | |
$ | 47,597.49 | | |
$ | 2,548.83 | | |
$ | 50,146.32 | |
| | |
13 | |
149 | |
April 1, 2035 | |
$ | 49,025.41 | | |
$ | 2,548.83 | | |
$ | 51,574.24 | |
| | |
14 | |
161 | |
April 1, 2036 | |
$ | 50,496.17 | | |
$ | 2,548.83 | | |
$ | 53,045.00 | |
| | |
15 | |
173 | |
April 1, 2037 | |
$ | 52,011.06 | | |
$ | 2,548.83 | | |
$ | 54,559.89 | |
| | |
16 | |
185 | |
April 1, 2038 | |
$ | 53,571.39 | | |
$ | 2,548.83 | | |
$ | 56,120.22 | |
| | |
17 | |
197 | |
April 1, 2039 | |
$ | 55,178.53 | | |
$ | 2,548.83 | | |
$ | 57,727.36 | |
| | |
18 | |
209 | |
April 1, 2040 | |
$ | 56,833.89 | | |
$ | 2,548.83 | | |
$ | 59,382.72 | |
| | |
18 | |
210 | |
May 1, 2040 | |
$ | 56,833.89 | | |
$ | 2,548.83 | | |
$ | 59,382.72 | |
| | |
18 | |
211 | |
June 1, 2040 | |
$ | 56,833.89 | | |
$ | 2,548.83 | | |
$ | 59,382.72 | |
| | |
18 | |
212 | |
July 1, 2040 | |
$ | 56,833.89 | | |
$ | 2,548.83 | | |
$ | 59,382.72 | |
| | |
18 | |
213 | |
August 1, 2040 | |
$ | 56,833.89 | | |
$ | 2,548.83 | | |
$ | 59,382.72 | |
| | |
18 | |
214 | |
September 1, 2040 | |
$ | 56,833.89 | | |
$ | 2,548.83 | | |
$ | 59,382.72 | |
| | |
18 | |
215 | |
October 1, 2040 | |
$ | 56,833.89 | | |
$ | 2,548.83 | | |
$ | 59,382.72 | |
| | |
18 | |
216 | |
November 1, 2040 | |
$ | 56,833.89 | | |
$ | 2,548.83 | | |
$ | 59,382.72 | |
| | |
18 | |
217 | |
December 1, 2040 | |
$ | 56,833.89 | | |
$ | 2,548.83 | | |
$ | 59,382.72 | |
| | |
18 | |
218 | |
January 1, 2041 | |
$ | 56,833.89 | | |
$ | 2,548.83 | | |
$ | 59,382.72 | |
| | |
18 | |
219 | |
February 1, 2041 | |
$ | 56,833.89 | | |
$ | 2,548.83 | | |
$ | 59,382.72 | |
| Last Month of Initial Term | |
18 | |
220 | |
March 1, 2041 | |
$ | 56,833.89 | | |
$ | 2,548.83 | | |
$ | 59,382.72 | |
ADDENDUM
B
REAFFIRMATION
OF GUARANTY
The
undersigned (each hereinafter referred to as the “Guarantor” or as the case may be an “Original Guarantor”),
as an inducement to ZP RE MI Woodward, LLC, a Michigan limited liability company (“Landlord”) to consent to that First
Amendment to the Licensed Cannabis Facility Absolute Net Lease Agreement dated May 01, 2024 (the “First Amendment”)
and all documents referenced in the First Amendment, does hereby reaffirm and acknowledge such Guarantor’s continuing obligations
under the Absolute Unconditional Guaranty Agreement dated November 30, 2022 (the “Original Guaranty”), pursuant to
which such Guarantor guaranteed to Landlord the full and prompt payment and performance that certain Licensed Cannabis Facility Absolute
Net Lease Agreement effective December 1, 2022 (the “Lease”), between Landlord and Rapid Fish 2, LLC, a Michigan limited
liability company, and as subsequently assigned by Rapid Fish 2, LLC (the “Assignor” or the “Original Tenant”)
to Rapid Fish, LLC (the “Assignee” or the “New Tenant”) on May 14, 2023, as from time to time amended
(collectively, the “Obligations”). The undersigned acknowledge and agree that every right, power and remedy of Landlord
in the Guaranty is in full force and effect, including without limitation, such right, powers and remedies relating to the Lease. Without
limiting the foregoing, Guarantor intends by execution and delivery of this Reaffirmation of Guaranty to absolutely, irrevocably and
unconditionally reaffirm Guarantor’s guaranty to Landlord of (i) the due and punctual payment of amounts due and payable under
the Lease, and (ii) the performance by Original Tenant, New Tenant, and their permitted successors and assigns of the obligations under
the Lease. Guarantor acknowledges and declares that Guarantor has no defense, claim, charge, plea or set-off whatsoever in law or equity
against the Landlord, the Lease, any amendments thereto, or any other instrument or document executed by Guarantor, Original Tenant,
New Tenant or their permitted successors and assigns in connection with the Lease.
The
Guaranty also guarantees payment of all expenses incurred in enforcing the Guaranty. All capitalized terms used and not otherwise defined
in this Reaffirmation of Guaranty shall have the respective meanings ascribed to them in the Lease.
The
undersigned Guarantors do hereby acknowledge that Landlord relied upon the Guaranty in consenting to the First Amendment and the Guarantors
materially benefit from the execution of the First Amendment and documents referenced therein.
[Remainder
of Page Intentionally Left Blank – Signatures on Following Pages]
The
undersigned Guarantors have executed this Reaffirmation of Guaranty as of the following date: May 01, 2024.
| |
By: |
/s/ Tommy Nafso |
| |
Name: |
Thomas Nafso, an individual |
| |
|
| |
By: |
/s/ Ammar Kattoula |
| |
Name: |
Ammar Kattoula, an individual |
10
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