ZONED PROPERTIES, INC. : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (form 8-K)

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.

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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.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 1.01 above regarding the Swap Note is incorporated by reference into this Item 2.03.

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Item 9.01 Financial Statement and Exhibits.

(d) Exhibits



Exhibit No.   Description
10.1            First Amendment Loan Agreement, dated as of December 7, 2022, by and
              between Zoned Arizona Properties, LLC and East West Bank.
10.2            Amended and Restated Promissory Note, dated as of December 7, 2022,
              issued by Zoned Arizona Properties, LLC in favor of East West Bank.
10.3            Acknowledgement of Amendment and Reaffirmation of Guaranty, dated as
              of December 7, 2022, executed by Zoned Arizona Properties, LLC in favor
              of East West Bank.
10.4            Interest Rate Swap Transaction Confirmation, dated as of December 7,
              2022, by and between Zoned Arizona Properties, LLC and East West
              Bank.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document).




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