Item 1.01. Entry into a Material Definitive
Agreement.
Second Amendment to Tempe Lease
On November 30, 2022, Zoned Arizona Properties,
LLC (“Zoned Arizona”), a wholly owned subsidiary of Zoned Properties, Inc. (the “Company”), and VSM LLC (“VSM”)
entered into that Second Amendment (the “Tempe Second Amendment”) to the Licensed Medical Marijuana Facility Triple Net (NNN)
Lease Agreement dated May 1, 2018 between Zoned Arizona and CJK, Inc. (“CJK”), as previously amended by that First Amendment
to the Licensed Medical Marijuana Facility Triple Net (NNN) Lease Agreement dated May 31, 2020 (as amended, the “Tempe Lease”).
Concurrently with the execution of the Tempe Second
Amendment: (i) CJK assigned all its interest in the Tempe Lease to VSM (the “Assignment”), and (ii) VSM subleased a portion
of the Premises (as defined in the Tempe Lease), pursuant to that certain Sublease dated November 30, 2022 between VSM, as sublessor,
and CJK, as sublessee.
Pursuant to the terms of the Tempe Second Amendment,
among other things, and in consideration of Zoned Arizona’s agreement to enter into the Tempe Second Amendment: (i) VSM agreed to
pay Zoned Arizona $300,000 (the “Assignment Price”), (ii) VSM agreed to commit at least $3,000,000 to be spent toward capital
improvements to the Premises within two years after the effective date of the Tempe Second Amendment (the “Capital Commitment”),
(iii) VSM agreed to deposit an additional security deposit (the “Additional Security Deposit”) of $147,600 to be held by Zoned
Arizona per the terms of the Tempe Lease, and (iv) VSM agreed to cause its affiliate, GDL Inc. (doing business as Green Dot Labs) (“GDL”)
to execute and deliver to Zoned Arizona that Guaranty of Payment and Performance dated on the same date as the Tempe Amendment, which
Guaranty of Payment and Performance requires GDL to guarantee and be liable for VSM’s compliance with and performance under the
Tempe Lease. The Guaranty of Payment and Performance was entered into on November 30, 2022. Zoned Arizona’s receipt of the Assignment
Price and the additional Security Deposit is a condition of the effectiveness of the Tempe Second Amendment. If VSM fails to deliver to
Zoned Arizona invoices or other documentation acceptable to Zoned Arizona showing the Capital Commitment has been satisfied in a timely
manner, VSM will be in default under the Tempe Lease.
The foregoing description of the Tempe Second Amendment and the Guaranty
of Payment and Performance is qualified in its entirety by reference to the complete terms and conditions of the Tempe Second Amendment
and the Guaranty of Payment and Performance, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report
on Form 8-K, and are incorporated by reference into this Item 1.01.
Second Amendment to Kingman Lease
On November 30, 2022, Kingman Property Group,
LLC (“Kingman”), a wholly owned subsidiary of the Company, and CJK entered into the Second Amendment (the “Kingman Second
Amendment”) to the Licensed Medical Marijuana Facility Triple Net (NNN) Lease Agreement dated May 1, 2018 between Kingman and CJK,
as previously amended by that First Amendment to the Licensed Medical Marijuana Facility Triple Net (NNN) Lease Agreement dated May 31,
2020 (as amended, the “Kingman Lease”).
Pursuant to the terms of the Kingman Second Amendment,
CJK agreed to grant Kingman a right to terminate the Kingman Lease upon 15 days’ prior written notice in Kingman’s sole discretion,
without any obligation to do so, provided that Kingman may not exercise this right to terminate if CJK is operating its business as a
going concern at the premises which is the subject of the Kingman Lease.
The foregoing description of the Kingman Second Amendment is qualified
in its entirety by reference to the complete terms and conditions of the Kingman Second Amendment, a copy of which is filed as Exhibit
10.3 to this Current Report on Form 8-K, and is incorporated by reference into this Item 1.01.