Item 1.01. Entry into a Material Definitive
Agreement.
First Amendment to Loan Agreement
As previously disclosed, on July 11, 2022, Zoned
Arizona Properties, LLC (“Zoned Arizona”), a wholly owned subsidiary of Zoned Properties, Inc. (the “Company”),
entered into a Loan Agreement (the “Loan Agreement”), dated as of July 11, 2022, by and between Zoned Arizona and East West
Bank (the “Bank”). Pursuant to the terms of the Loan Agreement, subject to and upon the satisfaction of the terms and conditions
of the Loan Agreement, Zoned Arizona may request advances under a multiple access loan (“MAL”) in an aggregate outstanding
amount not to exceed $4.5 million.
On December 7, 2022, Zoned Arizona and the Bank
entered into a First Amendment to Loan Agreement (the “First Amendment”). Pursuant to the terms of the First Amendment, Zoned
Arizona has elected to make its Early Amortization Election (defined in the First Amendment), which election requires Zoned Arizona to
commence paying principal and interest on the MAL as set forth in the Swap Note (defined below). Except as provided in the First Amendment,
the terms of the Loan Agreement remain in full force and effect.
A copy of the First Amendment is attached as Exhibit
10.1 hereto and incorporated herein by reference. The above description of the First Amendment is qualified in its entirety by reference
to the complete text of the First Amendment.
Amended and Restated Promissory Note
Pursuant to the terms of the Loan Agreement and
First Amendment, on December 7, 2022, Zoned Arizona issued an Amended and Restated Promissory Note (the “Swap Note”) to the
Bank. The Swap Note has an original principal amount of $4.5 million. The Swap Note requires Zoned Arizona to pay monthly principal and
interest payments to the Bank at an interest rate equal to the prime rate plus 0.75%. The Swap Note matures 10 years after its effective
date and payments are calculated based on a 30-year amortization schedule.
Zoned Arizona may prepay the outstanding principal
under the Swap Note, at any time, subject to the provisions of the Swap Note.
A copy of the Swap Note is attached as Exhibit
10.2 hereto and incorporated herein by reference. The above description of the Swap Note is qualified in its entirety by reference to
the complete text of the Swap Note.
Reaffirmation of Guaranty
Also as previously disclosed, on July 11, 2022
and pursuant to the terms of the Loan Agreement, the Company executed a Guaranty (the “Guaranty”) in favor of the Bank, pursuant
to which the Company agreed to guarantee all indebtedness of Zoned Arizona to the Bank arising under or in connection with the MAL or
any of the loan documents.
On December 7, 2022, the Company executed an Acknowledgement
of Amendment and Reaffirmation of Guaranty (the “Reaffirmation”) in favor of the Bank. The Reaffirmation reaffirms the Guaranty
and provides the Company’s consent to the First Amendment and Swap Note.
A copy of the Reaffirmation is attached as Exhibit
10.3 hereto and incorporated herein by reference. The above description of the Reaffirmation is qualified in its entirety by reference
to the complete text of the Reaffirmation.
Interest Rate Swap
On December 7, 2022, Zoned Arizona and the Bank
entered into an Interest Rate Swap Transaction Confirmation (the “Confirmation”). The Confirmation incorporates by reference
the 2002 ISDA Master Agreement as published by the International Swaps and Derivatives Association, Inc. as if the parties to the Confirmation
executed such agreement in such form. The Confirmation provides the terms and conditions governing the interest rate swap transaction
afforded to Zoned Arizona, including a fixed interest rate of 7.65%.
A copy of the Confirmation is attached as Exhibit
10.4 hereto and incorporated herein by reference. The above description of the Confirmation is qualified in its entirety by reference
to the complete text of the Confirmation.