Exhibit
10.2


 





		14300
                                         N. Northsight Blvd #208


Scottsdale,
AZ 85260






 


Binding
Letter of Intent


 


Between:


Zoned
Colorado Properties, LLC.


(“Buyer”)


 


And:


Parachute
Development Corporation


(“Seller”)


  


	RE:	Lot
    #7 N. Diamond Loop Rd
	 	Parachute,
    Colorado, 81635


 


WHEREAS,
it is the intent of the parties to enter into this binding Letter of Intent (this “LOI”), which outlines the essential
material terms for the execution of a Purchase Agreement for the purchase of Lot #7 N. Diamond Loop Rd, Parachute, Colorado, 81635.


 


	Premises:	Exhibit
    A – Property Site and Description.
	 	 
	Purchase
    Agreement:	Subject
    to the terms of this LOI, including the contingencies described below, Buyer and Seller shall execute a purchase agreement
    consistent with the terms of this LOI, no later than the date that is forty-five (45) business days after execution of LOI.
	 	 
	Purchase
    Price:	See
    Exhibit B – Terms
	 	 
	Close
    of Escrow:	Close
    of Escrow shall be 30 days or less after all contingencies are satisfied.
	 	 
	Earnest
    Funds:	Upon
    execution of the Purchase Agreement, Buyer to deliver earnest money in the amount of $10,000 to title company within 2 business
    days.
	 	 
	Closing
    Costs:	Buyer
    and Seller to pay their normal and customary closing costs.
	 	 
	Prorations:	Taxes,
    rents, and other income and expenses pertaining to the subject property shall be apportioned and prorated between Buyer and
    Seller as of Close of Escrow.
	 	 
	Due
    Diligence Period:	Upon
    execution of the Purchase Agreement, Buyer shall commence their Due Diligence period. The Due Diligence period shall expire
    45 days after execution of Purchase Agreement. During the Due Diligence period the parties shall cooperate in good faith to
    complete this due diligence. Seller shall provide all applicable Due Diligence items as indicated on Purchase Agreement.



 






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		14300
                                         N. Northsight Blvd #208


Scottsdale,
AZ 85260







 


	Contingencies:	This
    LOI and the Purchase Agreement shall be contingent upon: (a) Buyer obtaining financing for the purchase and development of
    the Premises in such amount and on such terms and provisions as are acceptable to Buyer in its sole and absolute discretion
    from a lender approved by Buyer in its sole discretion, (b) Special Use Permit granted by Town of Parachute, (c) Protected
    Development Deal or equivalent agreement approved by Town of Parachute, (d) Buyer obtaining an executed LOI and subsequent
    Lease Agreement from prospective Tenant, and (e) Buyer’s prospective Tenant obtaining a license to cultivate for the
    location of the subject property.
	 	 
	 	Buyer
    and Seller agree to cooperate in full to work with Town of Parachute to obtain the Special Use Permit AND Protected Development
    Deal or equivalent agreement with the Town of Parachute.
	 	 
	 	Seller
    agrees to cooperate with Buyer’s prospective Tenant, as current property owner to facilitate Buyer’s prospective
    Tenant in completing application process and approval with MED prior to close of escrow.
	 	 
	Brokers:	Buyer
    and Seller represent and warrant to each other that property is currently listed by Del Dawson with ReMax Country. Any commissions
    owed in conjunction with the sale of the property shall be paid by Seller.
	 	 
	Agency:	Buyer
    and Seller agree that both parties shall be represented by ReMax Country with appropriate Agency disclosure to follow.
	 	 
	Counterparts:	This
    LOI may be executed in any number of counterparts, and all such counterparts shall constitute a single document.  
	 	 
	Expiration:	This
    LOI shall expire at 5PM, Arizona Time, on Friday, February 19th, 2016.


  


[Space
Intentionally Left Blank. Signatures on the Following Page.]


 






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		14300
                                         N. Northsight Blvd #208


Scottsdale,
AZ 85260









 


IN
WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS LOI, 


  


	BUYER:	 
	 	 	 
	ZONED
                    COLORADO PROPERTIES, a Colorado limited liability company



	 	 	 
	By:	/s/
    Bryan McLaren	 
	Name: Bryan McLaren	 
	Its: Authorized Agent	 
	Date: Feb 17, 2016
                                            
    , 2016	 


  


	SELLER:	 
	 	 	 
	PARACHUTE DEVELOPMENT CORPORATION.	 
	 	 	 
	By:	/s/
    Hayden Rader	 
	Name: Hayden Rader	 
	Its: President	 
	Date: Feb 17, 2016                                         
    , 2016	 





 






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		14300
                                         N. Northsight Blvd #208


Scottsdale,
AZ 85260






 





EXHIBIT
A: THE PREMISES


 


	PARCEL ID:	2409-123-02-007
	 

        LEGAL
        DESCRIPTION:
	Section:
                                         12 Township: 7 Range: 96

         

        Subdivision:

        PARACHUTE
        PARK P.U.D. Block: 3 Lot: 7

        AMENDED
        LOTS 1-3, 6-10, BLOCK 2 & LOTS

        1-18,
        BLOCK 3 REC #784960



 


 


  






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		14300
                                         N. Northsight Blvd #208


Scottsdale,
AZ 85260









 


EXHIBIT
B: TERMS


  


	PURCHASE
    PRICE:	$499,857

         

	TERMS:

         
	Buyer
                                         to put down 55% of purchase price and Seller to finance 45% of purchase price at an interest
                                         rate of 6.5% amortized over a five (5) year period with a balloon payment at the end
                                         of year five (5). Payments will be made monthly. No pre-payment penalty will apply.

         

	OPTIONS:

         
	Seller
    to give Buyer first right of refusal for the option to purchase Lots 3, 4 and 5 in same development known as Parachute Park.


 


 


 


 


 


 


 


 


 


 


www.zonedproperties.com


877-360-8839







 


 


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