Exhibit 10.1

STOCK REDEMPTION AGREEMENT

THIS STOCK REDEMPTION AGREEMENT (this “ Agreement ”) is made effective as of January 1, 2019 (the “ Effective Date ”) by and among Zoned Properties, Inc., a Nevada corporation (“ Company ”), and the shareholders set forth on the signature page hereto (“ Sellers ”).

RECITALS

A. Sellers collectively own an aggregate of 5,640,004 of shares of Company’s common stock, par value $0.001 per share, as set forth on Exhibit A attached hereto (the “ Sellers Shares ”).

B. During May 2018, Company entered into lease agreements and confidential advisory services agreements with related-party entities affiliated with the Sellers, including: (a) that certain lease agreement dated May 1, 2018, by and between a company affiliate, Chino Valley Properties, LLC (“ Chino Valley ”), as landlord, and Broken Arrow Herbal Center, Inc. (“ Broken Arrow ”), as tenant (“ Chino Valley Lease ”); (b) that certain lease agreement dated May 1, 2018, by and between a company affiliate, Zoned Arizona Properties, LLC (“ Zoned Arizona ”), as landlord, and CJK, Inc. (“ CJK ”), as tenant (“ CJK Lease, ” collectively with Chino Valley Lease the “ Leases ”); (c) that certain confidential advisory services agreement, dated May 1, 2018, by and between Chino Valley and Broken Arrow (“ Broken Arrow CASA ”); and that certain confidential advisory services agreement, dated May 1, 2018, by and between Zoned Arizona and CJK (“ CJK CASA ,” collectively with Chino Advisory agreement the “ Advisory Agreements ”).

C. Pursuant to the Advisory Agreements, each of Broken Arrow and CJK agreed to pay, respectively, the Company ten percent (10%), respectively, of Broken Arrow’s and CJK’s gross revenue (“ Gross Revenue Fee ”).

D. Broken Arrow and CJK each desire to amend the Advisory Agreements to reduce the Gross Revenue Fee to 0% in exchange for Company redeeming the 5,640,004 Sellers Shares.

E. To determine whether redeeming the Sellers Shares was in the best interests of Company and its shareholders, in October 2018, Company’s Board of Directors approved the formation of an independent special committee of the board of directors (“ Special Committee ”), engaged of its independent directors.

F. After review and analysis of various considerations, the Special Committee approved entering into the amendment to the Advisory Agreements in exchange for, among other items, redemption of all 5,640,004 of Sellers Shares.

G. Company intends to redeem all Sellers Shares, and Sellers intend to sell Sellers Shares upon the terms and conditions set forth in this Agreement.

H. Sellers and Company desire to memorialize in this Agreement their mutual agreement regarding the redemption of the Shares.

NOW, THEREFORE , in consideration of the mutual covenants and the promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:

AGREEMENT

1. Stock Redemption . Subject to the terms and conditions of this Agreement, Sellers hereby agree to convey, transfer, and assign to Company and Company hereby agrees to redeem from Sellers the Sellers Shares, free and clear of any and all Liens, for the Redemption Consideration. Sellers hereby agree that this Agreement is and will be irrevocable and will survive and will not be affected by the subsequent death, disability, incapacity, bankruptcy or insolvency of Sellers. Upon Sellers’ execution of this Agreement, Sellers will deliver to Company for cancellation the original stock certificate(s) representing the Sellers Shares, duly endorsed for transfer to Company.

As used herein, “ Lien ” means any mortgage, lien (statutory or otherwise), security interest, charge, adverse right, interest or claim, pledge, license, option, conditional sales contract, assessment, levy, easement, covenant, condition, reservation, hypothecation, restriction, title defect, exception, limitation, charge, possibility of reversion, right of refusal, voting trust or agreement, proxy, marital or community property interest, or encumbrance of any nature whatsoever.

(a) Redemption Consideration . Upon receipt by Company of all original stock certificates representing and evidencing the Sellers Shares, duly endorsed for transfer or accompanied by stock transfer powers or other appropriate transfer instruments duly executed in blank or in favor of Company (or affidavits of lost or misplaced certificates evidencing the same) and otherwise in a form acceptable for transfer on the books and records of Company (the “ Original Certificates ”), the Parties shall enter into the following agreements (collectively, the “ Redemption Consideration ”):

(i) Amend the Advisory Agreements by entering into that certain First Amendment to the Broken Arrow CASA, whereby Company shall reduce the Gross Revenue Fee from 10% of gross revenue to 0% of gross revenue. Company shall also enter into that certain First Amendment to the CJK CASA whereby Company shall reduce the Gross Revenue Fee from 10% of gross revenue to 0% of gross revenue.

(ii) Amend that certain Convertible Debenture dated January 9, 2017, by and between Company and Alan Abrams, by extending the Maturity Date from January 9, 2022 until January 9, 2030.

(iii) Amend the Chino Valley Lease by entering into that certain First Amendment to the Chino Valley Lease whereby Company shall increase its base rent from $35,000 per month to $40,000 per month plus any applicable fees and taxes to be adjusted with base rent.

(b) Title . Title to Sellers Shares shall pass to Company upon execution of this Agreement and the payment of the Purchase Price for Sellers Shares as provided in this Section 1 .

(c) Representations and Warranties of Sellers . Sellers hereby represent and warrant as follows to Company, knowing that Company is relying on the statements contained herein as a basis for entering into this Agreement with Sellers on the terms hereof:

(i) Sellers are the record and beneficial owners of the Sellers Shares and hold the Sellers Shares free and clear of any lien, encumbrance, pledge, charge, or claim whatsoever (except for such liens, encumbrances, pledges, charges, or claims held by Company) with all requisite right and power to sell, assign, transfer, and deliver the Sellers Shares to Company. Upon execution of this Agreement, Company will have good, valid, marketable title to the Sellers Shares, free and clear of any lien, claim, charge, encumbrance, limitation, agreement, and restriction whatsoever.

(ii) There are no actions, suits, proceedings, or claims pending or threatened with respect to or in any manner affecting the ownership of the Sellers Shares by Sellers, or that are reasonably likely to prohibit or restrain the ability of Sellers to enter into this Agreement or consummate the transactions contemplated hereby.

(iii) Each Seller has the full legal right, power, and all authority required to enter into and perform such Seller’s obligations under this Agreement and otherwise carry out his or its obligations hereunder. No approval or consent of any governmental or regulatory authority or other third party is necessary in connection herewith. The execution and delivery of this Agreement by Sellers has been duly authorized by all requisite action by each Seller. This Agreement constitutes and, upon execution and delivery, will constitute a valid and binding agreement and obligation of Sellers, enforceable against them in accordance with its terms.

(iv) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not conflict with, violate, or result in the breach by Sellers of, or constitute a default under (or an event that with notice or lapse of time or both would become a default), or give to others any rights of termination, amendment, acceleration (or cause any acceleration of any obligation with respect to any specific provision), or cancellation (with or without notice, lapse of time or both) of, any credit facility, material loan, mortgage, lien, agreement, contract, instrument, order, judgment, award, decree, or any other restriction of any kind or character to which any material assets or properties of Sellers is subject or by which Sellers are bound. Nothing related to this Agreement results in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which Sellers are subject (including federal and state securities laws and regulations).

(v) Sellers have such knowledge and experience in financial and business matter that Sellers are capable of evaluating the merits and risks of redeeming Sellers Shares and of making an informed investment decision with respect thereto.

(vi) Sellers acknowledge and agree that, except as set forth in this Agreement, Sellers have neither received nor are entitled to rely upon any representations or warranties from Company or any shareholder, director, officer, employee, counsel, representative, or agent thereof. Subject to the preceding sentence: (i) Company has made available all additional information that Sellers have requested in connection with the transactions contemplated by this Agreement; (ii) Sellers have been provided the opportunity to ask questions of and receive answers from Company concerning the terms and conditions of the redemption of Sellers Shares and this Agreement; (iii) Sellers have been provided the opportunity to obtain any additional information (to the extent Company had such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of information otherwise furnished by Company or its officers. Sellers have investigated the sale of Sellers Shares to the extent Sellers deemed necessary or desirable and Company has provided Sellers with any assistance Sellers have requested in connection therewith.

(vii) Sellers understand that no governmental agency has made any finding or determination as to the fairness of the sale by Sellers of the Sellers Shares, or this Agreement.

(viii) Sellers have been advised and given the opportunity to seek advice from Sellers’ own respective independent legal counsel and other independent professional advisors with respect to this Agreement. Sellers have obtained, to the extent Sellers deemed necessary, Sellers own professional legal, accounting, investment, and tax advice with respect to the risks inherent in retaining or selling the Sellers Shares and the terms and conditions of this Agreement. Sellers further represent and warrant that Sellers have relied solely upon Sellers’ own respective independent legal counsel and professional advisors and/or Sellers’ own respective independent investigation, review, and analysis of the valuation of the Sellers Shares and the terms and conditions of this Agreement and the transactions contemplated hereby. Sellers are not relying on Company or any of its directors, stockholders, officers, employees, counsel, representatives, or agents for legal, accounting, investment, or tax advice.

(ix) Sellers acknowledge and agree that Sellers are receiving fair and adequate consideration for the Sellers’ Shares.

Sellers agree that Sellers shall immediately notify Company in writing if any of the above representations and warranties becomes untrue prior to the Closing Date.

(d) Representations and Warranties of Company . Company hereby represents and warrants as follows to Sellers, knowing that Sellers are relying on the statements contained herein as a basis for entering into this Agreement with Company on the terms hereof:

(i) Company is a duly organized and validly existing corporation and is in good standing under the laws of the State of Nevada.

(ii) There are no actions, suits, proceedings, or claims pending or threatened that relate directly or indirectly to the redemption of the Shares.

(iii) Company has the right to enter into and perform its obligations under this Agreement, and no approvals or consent of any governmental or regulatory authority or other third parties is necessary in connection herewith. The execution and delivery by Company of this Agreement has been duly authorized by all requisite Company action. This Agreement constitutes and, upon execution and delivery, will constitute a valid and binding agreement and obligation of Company, enforceable against it in accordance with its terms.

(iv) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not violate or result in the breach by Company of, or constitute a default under, or conflict with, or cause any acceleration of any obligation with respect to any provision or restriction of any material loan, mortgage, lien, agreement, contract, instrument, order, judgment, award, decree, or any other restriction of any kind or character to which any material assets or properties of Company is subject or by which Company is bound.

2. Delivery of Instruments of Transfer . Upon the execution of this Agreement, Sellers shall deliver to Company all Original Certificates. Upon receipt of the Original Certificates and such stock power, Company shall amend its records simultaneously herewith to reflect the changes in the Sellers Shares purchased pursuant to the transactions described herein.

3. Severability . If any provision of this Agreement, as applied to any party or any circumstances, is adjudged by a court of competent jurisdiction to be invalid or unenforceable, the same will in no way affect any other provision of this Agreement or the validity or enforceability of this Agreement.

4. Confidentiality . Sellers agree to keep the terms of this Agreement (“ Agreement-Related Information ”) in the strictest confidence and not reveal, unless legally compelled to do so, any Agreement-Related Information to any persons except its legal counsel and its financial advisors, and to them only provided that they first agree, for the benefit of Company, to keep Agreement-Related Information confidential. Nothing in this Section shall be construed to prevent Sellers from disclosing Agreement-Related Information to the extent required by a lawfully issued subpoena or duly issued court order; provided that you provide Company with advance written notice and a reasonable opportunity to contest such subpoena or court order. Notwithstanding the foregoing, Company shall file this Agreement publicly with applicable regulatory authorities if required by applicable securities laws.

5. Costs and Expenses of Enforcement . In the event of the failure of a party to comply with any provision of this Agreement, such party shall pay any and all costs and expenses, including reasonable attorneys’ fees arising out of or resulting from such default (including any fees arising in connection with an appeal), or in pursuing any remedy hereunder or by the laws of the state of Arizona, whether such remedy is pursued by filing suit or otherwise.

6. Interpretation and Construction . This Agreement constitutes the entire agreement and understanding among the parties pertaining to the subject matter contained herein and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties. No covenant, representation, or condition not expressed in this Agreement shall affect or be deemed to interpret, change, or restrict the express provisions hereof. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by all the parties. The headings in this Agreement are for the convenience of reference only and shall not affect the interpretation of this Agreement.

7. Benefit . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns.

8. Governing Law; Consent to Jurisdiction . This Agreement and any controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to conflict of law principles. Each party hereto irrevocably submits to the exclusive jurisdiction of the federal and state courts located in the State of Arizona for the purposes of any action or proceeding arising out of or relating to this Agreement. Each party hereto hereby consents to jurisdiction and agrees that venue shall lie in the state or federal courts within Maricopa County, Arizona with respect to any claim or cause of action arising under or relating to this Agreement. Each party hereto hereby waives any objection based on forum non conveniens and waives any objection to venue in any action instituted hereunder. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND THEREFORE, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

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IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date first set forth above.

Exhibit 10.2

FIRST AMENDMENT TO CONFIDENTIAL ADVISORY SERVICES AGREEMENT

This First Amendment to the Confidential Advisory Services Agreement (the “ Broken Arrow CASA Amendment ”) by and between Zoned Properties, Inc., on behalf of Chino Valley Properties, LLC (the “ Advisor ”) and Broken Arrow Herbal Center, Inc. a non-profit Corporation of Arizona (the “ Company ”) is made this 1 ^st day of January, 2019 (the “ Effective Date ”). From time to time in this Agreement, the Advisor and the Company may be referred to collectively as the “parties” and each, individually, as a “party.”

RECITALS :

A. Advisor and Company entered into that certain Confidential Advisory Services Agreement (the “ Broken Arrow CASA ”) executed and effective as of May 1, 2018 for advisory services related to the premises commonly known as 2144 & 2148 N. Road 1 East Chino Valley, AZ 83462.

B. The parties each desire to amend the Broken Arrow CASA to reduce the Gross Revenue Fee (as defined in the Broken Arrow CASA) from 10% to 0%, and to add an additional $250.00 hourly advisory fee.

C. Pursuant to Section 16 of the Broken Arrow CASA, any modifications to the Broken Arrow CASA must be in writing and signed by both parties.

D. Advisor and Company in executing the signature page attached hereto desire to reduce the Gross Revenue Fee in the Broken Arrow CASA from 10% to 0% and to add an additional $250.00 hourly advisory fee.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, and for good and valuable consideration, the sufficiency and receipt of which is acknowledged, the Parties agree to the following changes to the Broken Arrow CASA:

AGREEMENT

1. Amendment to Section 3. As of the Effective Date, the Broken Arrow CASA is amended to delete Section 3 in its entirety and to replace it with the following:

3. Compensation

2.  Defined Terms . Terms in this Broken Arrow CASA Amendment shall have the same meaning as such terms have in the Broken Arrow CASA unless otherwise noted in this Broken Arrow CASA Amendment.

3.  Recitals . The Parties hereto hereby agree and acknowledge that the Recitals to this Broken Arrow CASA Amendment shall be incorporated and made part of this Broken Arrow CASA Amendment as if fully set forth herein.

4.  Miscellaneous . This Broken Arrow CASA Amendment, together with the Broken Arrow CASA as amended hereby, contains the entire agreement and understanding among the Parties hereto with respect to the subject matter hereof and thereof and supersedes all prior and contemporaneous agreements, understandings, inducements, and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof and thereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. No provision of this Broken Arrow CASA Amendment may be amended or modified, except by a written instrument executed by both parties. This Broken Arrow CASA Amendment and all questions relating to its validity, interpretation, performance, and enforcement shall exclusively be governed by and construed in accordance with the laws of the State of Arizona, notwithstanding any Arizona or other conflict-of-law provisions to the contrary. This Broken Arrow CASA Amendment may be executed in counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Broken Arrow CASA Amendment shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories. Any photographic or xerographic copy of this Broken Arrow CASA Amendment, with all signatures reproduced on one or more sets of signature pages, shall be considered for all purposes as if it were an executed counterpart of this Broken Arrow CASA Amendment. Signatures may be given by facsimile or other electronic transmission, and such signatures shall be fully binding on the party sending the same.

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IN WITNESS WHEREOF, the Parties hereto have executed this Broken Arrow CASA Amendment as of the date first set forth above.

Exhibit 10.3

FIRST AMENDMENT TO CONFIDENTIAL ADVISORY SERVICES AGREEMENT

This First Amendment to the Confidential Advisory Services Agreement (the “ CJK CASA Amendment ”) by and between Zoned Properties, Inc., on behalf of Zoned Arizona Properties, LLC (the “ Advisor ”) and CJK, Inc., a non-profit Corporation of Arizona (the “ Company ”) is made this 1 ^st day of January, 2019 (the “ Effective Date ”). From time to time in this Agreement, the Advisor and the Company may be referred to collectively as the “parties” and each, individually, as a “party.”

RECITALS :

A. Advisor and Company entered into that certain Confidential Advisory Services Agreement (the “ CJK CASA ”) executed and effective as of May 1, 2018 for advisory services related to the premises commonly known as 410 S. Madison Dr., Tempe, AZ 85281.

B. The parties each desire to amend the CJK CASA to reduce the Gross Revenue Fee (as defined in the CJK CASA) from 10% to 0%, and to add an additional $250.00 hourly advisory fee.

C. Pursuant to Section 16 of the CJK CASA, any modifications to the CJK CASA must be in writing and signed by both parties.

D. Advisor and Company in executing the signature page attached hereto desire to reduce the Gross Revenue Fee in the CJK CASA from 10% to 0% and to add an additional $250.00 hourly advisory fee.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, and for good and valuable consideration, the sufficiency and receipt of which is acknowledged, the Parties agree to the following changes to the CJK CASA:

AGREEMENT

1. Amendment to Section 3. As of the Effective Date, the CJK CASA is amended to delete Section 3 in its entirety and to replace it with the following:

2.  Defined Terms . Terms in this CJK CASA Amendment shall have the same meaning as such terms have in the CJK CASA unless otherwise noted in this CJK CASA Amendment.

3.  Recitals . The Parties hereto hereby agree and acknowledge that the Recitals to this CJK CASA Amendment shall be incorporated and made part of this CJK CASA Amendment as if fully set forth herein.

4.  Miscellaneous . This CJK CASA Amendment, together with the CJK CASA as amended hereby, contains the entire agreement and understanding among the Parties hereto with respect to the subject matter hereof and thereof and supersedes all prior and contemporaneous agreements, understandings, inducements, and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof and thereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. No provision of this CJK CASA Amendment may be amended or modified, except by a written instrument executed by both parties. This CJK CASA Amendment and all questions relating to its validity, interpretation, performance, and enforcement shall exclusively be governed by and construed in accordance with the laws of the State of Arizona, notwithstanding any Arizona or other conflict-of-law provisions to the contrary. This CJK CASA Amendment may be executed in counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This CJK CASA Amendment shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories. Any photographic or xerographic copy of this CJK CASA Amendment, with all signatures reproduced on one or more sets of signature pages, shall be considered for all purposes as if it were an executed counterpart of this CJK CASA Amendment. Signatures may be given by facsimile or other electronic transmission, and such signatures shall be fully binding on the party sending the same.

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IN WITNESS WHEREOF, the Parties hereto have executed this CJK CASA Amendment as of the date first set forth above.

COMPANY:

CJK, INC.

ADVISOR:

ZONED PROPERTIES, INC.

Exhibit 10.4

AMENDMENT TO CONVERTIBLE PROMISSORY NOTE

This amendment (the “ Amendment ”) is made and entered into as of January 2, 2019 (“ Effective Date ”), by and between Zoned Properties, Inc., a Nevada corporation (“ Company ”), and Alan Abrams, an Arizona resident, or registered assigns (the “ Holder ”). From time to time herein, Holder and Company may be referred to collectively as the “Parties,” and each individually as a “Party.” Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Original Note (as defined below).

RECITALS

A. Company and Holder are parties to that certain Convertible Debenture, dated January 9, 2017, in the original aggregate principal amount of $2,000,000 (the “ Original Note ”).

B. The Parties desire to amend the Original Note to extend the Maturity Date of the Note from January 9, 2022 (“ Original Maturity Date ”) to January 9, 2030 (“ Extended Maturity Date ”).

C. Pursuant to Section 11 of the Original Note, the Original Note may only be amended if such amendment is set forth in a writing executed by Holder.

D. The Company and Holder in executing the signature page attached hereto desire to enter into this Amendment to extend the maturity date of the Original Note from the Original Maturity Date to the Extended Maturity Date.

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

AGREEMENT

1. Amendment to Introductory Paragraph. The introductory paragraph of the Original Note is hereby deleted in its entirety and replaced with the following:

“ Zoned Properties, Inc. , a Nevada corporation (the “Company”) for value received, hereby promises to pay to the order of Alan Abrams, an Arizona resident, or registered assigns (the “Holder”) on the “Maturity Date” as hereinafter defined, at the principal offices of the Company, the principal sum set forth above (the “Principal”), and to pay interest on the outstanding principal sum at the rate of six percent (6.0%) per annum payable quarterly due by the 1st of each quarter following the execution of this agreement (this “Debenture”). The Maturity Date as defined herein shall be thirteen (13) years from the date hereof (i.e. January 9, 2030). Interest shall commence accruing on the date hereof, be computed on the basis of a 365-day year and the actual number of days elapsed, and shall be payable with the Principal at the Maturity Date. All payments due hereunder, shall be made in lawful money of the United States of America. Provided that any payment otherwise due on a Saturday, Sunday or legal Bank holiday may be paid on the following business day. In the event that for any reason whatsoever any interest or other consideration payable with respect to this Debenture shall be deemed to be usurious by a court of competent jurisdiction under the laws of the State of Nevada or the laws of any other state governing the repayment hereof, then so much of such interest or other consideration as shall be deemed to be usurious shall be held by the holder as security for the repayment of the principal amount hereof and shall otherwise be waived.”

2. Effect on Original Note and Other Documents Except as amended by the terms of this Amendment, the terms and conditions of the Original Note and all other documents and agreements entered into between Company and Holder in connection with the Original Note shall remain in full force and effect.

3. No Waiver . No failure on the part of Holder to exercise, and no delay in exercising, any right, power, or remedy under the Original Note or this Amendment shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy by Holder preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. All remedies under the Original Note and this Amendment are cumulative and are not exclusive of any other remedies provided by law. Holder shall not be deemed to have waived any rights under the Original Note or this Amendment unless such waiver shall be in writing and signed by Holder.

4. Recitals . The Parties hereto hereby agree and acknowledge that the Recitals to this Amendment shall be incorporated and made part of this Amendment as if fully set forth herein.

5. Miscellaneous . This Amendment, together with the Original Note as amended hereby, contains the entire agreement and understanding among the Parties hereto with respect to the subject matter hereof and thereof and supersedes all prior and contemporaneous agreements, understandings, inducements, and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof and thereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. No provision of this Amendment may be amended or modified, except by a written instrument executed by the party against whom such amendment or modification is sought to be enforced. This Amendment and all questions relating to its validity, interpretation, performance, and enforcement shall be governed by and construed in accordance with the laws of the State of Arizona, notwithstanding any Arizona or other conflict-of-law provisions to the contrary. This Amendment may be executed in counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Amendment shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories. Any photographic or xerographic copy of this Amendment, with all signatures reproduced on one or more sets of signature pages, shall be considered for all purposes as if it were an executed counterpart of this Amendment. Signatures may be given by facsimile or other electronic transmission, and such signatures shall be fully binding on the party sending the same.

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IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of the date first set forth above.

(Signature Page to Amendment to Convertible Promissory Note)

Exhibit 10.5

FIRST AMENDMENT TO Licensed Medical Marijuana Facility

Triple Net (NNN) LEASE AGREEENT

This First Amendment to the Licensed Medical Marijuana Facility Triple Net (NNN) Lease Agreement (the “Amendment”) is made this 1 ^st day of January, 2019, by and between Chino Valley Properties, LLC (the “Landlord”) and Broken Arrow Herbal Center, Inc. (the “Tenant”), collectively (the “Parties”).

RECITALS

A. Landlord and Tenant entered into a Licensed Medical Marijuana Facility Triple Net (NNN) Lease Agreement (the “Chino Valley Lease”) executed and effective as of May 1, 2018 for the premises commonly known as 2144 and 2148 North Road 1 East Chino Valley, Arizona 83462 (the “Premises”).

B. The parties hereto desire to amend the Chino Valley Lease to change the Base Rent and applicable fees and taxes effective as of January 1, 2019 (the “Effective Date”).

NOW, THEREFORE, in consideration of the mutual covenants herein contained, and for good and valuable consideration, the sufficiency and receipt of which are acknowledged, the parties agree as follows:

AMENDMENT

1.   Defined Terms . Terms in this Amendment shall have the same meaning as such terms have in the Chino Valley Lease unless otherwise noted in this Amendment.

2.   Amendment . As of the Effective Date, the Chino Valley Lease is amended to delete Exhibit B in its entirety and to replace it with the following:

Exhibit B : Rental Payment Schedule

3.  Ratification . Landlord and Tenant each hereby reaffirm its rights and obligations under the Chino Valley Lease as modified by this Amendment. In the event of a conflict or ambiguity between the Chino Valley Lease and this Amendment, the terms and provisions of this Amendment shall control.

4.  Counterparts . This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of such counterparts shall constitute one Amendment. Execution copies of this Amendment may be delivered by email, and the parties hereto agree to accept and be bound by scanned signatures transmitted via email hereto, which signatures shall be considered as original signatures with the transmitted Amendment having the same binding effect as an original signature on an original Amendment.