Exhibit
10.1


 


THIS
CONVERTIBLE DEBENTURE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR UNDER THE
PROVISIONS OF ANY APPLICABLE STATE SECURITIES LAWS, BUT HAS BEEN ACQUIRED BY THE REGISTERED HOLDER HEREOF FOR PURPOSES OF INVESTMENT
AND IN RELIANCE ON STATUTORY EXEMPTIONS UNDER THE 1933 ACT, AND UNDER ANY APPLICABLE STATE SECURITIES LAWS.  THIS DEBENTURE
MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR ASSIGNED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER PROVISIONS OF THE 1933 ACT AND ANY APPLICABLE
STATE SECURITIES LAWS OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT; AND IN THE CASE OF AN EXEMPTION, ONLY IF THE COMPANY HAS RECEIVED
AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION OF THIS DEBENTURE.


 


KCB
JADE HOLDINGS, LLC


 


	 

    Issue
Date: March 19, 2020
	$200,000.00

    (the
    “Principal”)



 


SECOND
AMENDED AND RESTATED CONVERTIBLE DEBENTURE


 


Dated
as of August 2, 2021 (the “Second Amendment Date”)


 


KCB
JADE Holdings, LLC, a Delaware limited liability company (the “Company”), pursuant to the terms of this Second Amended
and Restated Convertible Debenture (this “Debenture”) for value received, hereby promises to pay to the order of Zoned Properties,
Inc., a Nevada corporation, 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 and one/half percent (6.5%) per annum (the “Interest Rate”).  The Maturity Date as defined
herein shall be five (5) years from the Issue Date as set forth above (i.e. March 19, 2025) (the “Maturity Date”).


 


This
Debenture amends and restates in its entirety the Convertible Debenture issued by the Company to the Holder on March 19, 2020 as amended
by the Amended and Restated Convertible Debenture dated as of February 19, 2021 (as so amended, the “Original Debenture”),
which Original Debenture is hereby amended and restated in its entirety to provide as set forth herein upon execution of this Debenture
by the Company and the Holder. The Company and the Holder acknowledge and agree that $100,000 of the Principal (the “Initial Principal”)
was delivered to the Company by the Holder on the Issue Date as set forth above, and an additional $100,000 of the Principal (the “Additional
Principal”) was delivered to the Company by the Holder on February 19, 2021 (the “First Amendment Date”).


 


Interest
shall commence accruing on the Initial Principal on the Issue Date, and interest shall commence accruing on the Additional Principal
on the First Amendment Date, and in each case shall be computed on the basis of a 365-day year and the actual number of days elapsed, and
shall be payable annually due by the 1st day of each calendar anniversary following the Issue Date. Principal shall be due
and payable on or before the Maturity Date.  All payments due hereunder shall be made in lawful money of the United States
of America. Any payment otherwise due on a Saturday, Sunday or legal Bank holiday may be paid on the following business day.    


 


		1.	Right
                                            of Prepayment, Conversion Rights, Maturity Rights and Certain Adjustments; Franchise Fees.  



 


		(a)	Right
                                            of Prepayment. The Company may prepay this Debenture at any point after eighteen (18)
                                            months following the Issue Date, in whole or in part. However, if the Company elects to prepay
                                            this Debenture prior to the Maturity Date or prior any Conversion outlined below in whole
                                            or in part, the Holder will be entitled to receive a number of Class B Units (as defined
                                            in the Limited Liability Company Operating Agreement of the Company (the “Operating
                                            Agreement”)), in addition to such prepayment amount, constituting ten percent (10%)
                                            of the total outstanding Units (as defined in the Operating Agreement), for the avoidance
                                            of doubt, being 10% of the total of the Class A Units (as defined in the Operating Agreement)
                                            and the Class B Units together, and ten percent (10%) of the total Percentage Interest (as
                                            defined in the Operating Agreement) following such issuance and at the time of such issuance.



 






      


     


    




 


		(b)	Right
                                            of Conversion.



 


		(i)	Voluntary
                                            Conversion. On or after six (6) months from the Issue Date, the Holder is entitled to
                                            convert all or a portion of the Principal balance and all accrued and unpaid interest due
                                            hereunder (the “Outstanding Amount”) into a number of Class B Units equal to
                                            the proportion of the Outstanding Amount being converted multiplied by the Conversion Percentage,
                                            as defined below). Should the Company default on payment hereof, the Holder, may at its option,
                                            extend all conversion rights, through and including the date the Company tenders or attempts
                                            to tender payment in full of all amounts due under this Debenture. Conversion rights shall
                                            terminate upon acceptance by Holder of payment in full of principal, accrued interest and
                                            any other amounts due under this Debenture.



 


		(ii)	Conversion
                                            Percentage. The Conversion Percentage shall be thirty three percent (33%) of the total
                                            number of Units (for the avoidance of doubt, being 33% of the total of the Class A Units
                                            and the Class B Units together), issued and outstanding at the time of Conversion, constituting
                                            thirty three percent (33%) of the total Percentage Interest (the “Conversion Percentage”).



 


		(iii)	Clarification.
                                            For the avoidance of doubt and by way of example solely:



 


		(1)	In
                                            the event that, at a particular time, the Holder elects to convert 50% of the Outstanding
                                            Amount into Class B Units, the Holder shall, at such time, be issued a number of Class B
                                            Units equal to 16.5% of the issued and outstanding Units (for the avoidance of doubt, being
                                            16.5% of the total of the Class A Units and the Class B Units together) at such time; and
                                            if, thereafter, the Holder elects to covert 50% of the remaining Outstanding amount, the
                                            Holder shall, at such time, be issued a number of Class B Units equal to 8.25% of the issued
                                            and outstanding Units (for the avoidance of doubt, being 8.25% of the total of the Class
                                            A Units and the Class B Units together) at such time, regardless as to whether such Converted
                                            Amount is 50% of the original converted amount above.



 


		(2)	The
                                            intent of the provisions herein is, and such provisions shall be enforced such that, the
                                            Holder shall, upon and at the time of full conversion of all of the Outstanding Amount, hold
                                            a number of Class B Units equal to 33% of the issued and outstanding Units (for the avoidance
                                            of doubt, being 33% of the total of the Class A Units and the Class B Units together) at
                                            such time, regardless of whether such units were issued on an equal Unit-per-dollar-of-converted
                                            Outstanding Amount or not.



 






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		(c)	Right
                                            of Maturity Units. If the Company (i) does not elect to exercise its rights of Prepayment
                                            prior to the Maturity Date, and (ii) the Holder does not elect to exercise its rights of
                                            Conversion, and (iii) the Company pays to Holder all outstanding Principal and Interest accrued
                                            and due under the terms of this Debenture on the Maturity Date, then the Holder will still
                                            be entitled to receive a number of Class B Units, in addition to such payment amount, constituting
                                            eight percent (8%) of the total outstanding Units (for the avoidance of doubt, being 8% of
                                            the total of the Class A Units and the Class B Units together) and eight percent (8%) of
                                            the total Percentage Interest following such issuance and at the time of such issuance.



 


		(d)	Franchise
                                            Fees. The Parties acknowledge and agree that, each time that the Company sells a Franchise
                                            Location, the Company charges the franchisee a fee (the “Initial Franchise Fee”).
                                            As additional consideration for the Holder loaning to the Company the Additional Principal
                                            on the First Amendment Date, the Company agrees that the Company shall, in additional to
                                            any other payments required hereunder, pay to Holder, in perpetuity, a fee of 5% of any new
                                            Initial Franchise Fee received by the Company for every Franchise Location sold by the Company
                                            following the First Amendment Date, and 5% of any renewal franchise fees related to such
                                            sale of a Franchise Location, in each case to be paid within five (5) days of receipt of
                                            the Company thereof. Following the First Amendment Date, the Company will not decrease the
                                            Initial Franchise Fees or any renewal fees related thereto from the fees as in effect on
                                            the First Amendment Date, without the prior written consent of the Holder, and the Company
                                            shall not undertake any actions, or fail to take any actions, which, in either case, could
                                            seek to minimize or avoid the obligations of the Company pursuant to this Section 1(d). The
                                            provisions of this Section 1(d) shall survive any repayment or conversion of this Debenture,
                                            or any termination of this Debenture, and any other event or circumstance.



 


		2.	Waiver
                                            and Consent.  To the fullest extent permitted by law and except as otherwise
                                            provided herein, the Company waives demand, presentment, protest, notice of dishonor, suit
                                            against or joinder of any other person, and all other requirements necessary to charge or
                                            hold the Company liable with respect to this Debenture.



 


		3.	Costs,
                                            Indemnities and Expenses.  The Company agrees to pay all reasonable fees and
                                            costs incurred by the Holder in collecting or securing or attempting to collect or secure
                                            this Debenture, including reasonable attorneys’ fees and expenses, whether or not involving
                                            litigation, collecting upon any judgments and/or appellate or bankruptcy proceedings.  The
                                            Company agrees to pay any documentary stamp taxes, intangible taxes or other taxes which
                                            may now or hereafter apply to this Debenture or any payment made in respect of this Debenture,
                                            and the Company agrees to indemnify and hold the Holder harmless from and against any liability,
                                            costs, attorneys’ fees, penalties, interest or expenses relating to any such taxes,
                                            as and when the same may be incurred.



 


		4.	Representations;
                                            Warranties and Covenants.  The Company represents, warrants and covenants to the
                                            Holder that:



 


		(a)	The
                                            Company is duly organized, validly existing and in good standing (if applicable) under the
                                            laws of State of Delaware;



 


		(b)	the
                                            Company has authority to own its property and assets and to carry on its business as now
                                            conducted, except, in each case, where the failure to do so, or so possess, individually
                                            or in the aggregate would not reasonably be expected to result in a material adverse effect;



 


		(c)	the
                                            Company has all requisite organizational power and authority to execute and deliver and perform
                                            all its obligations under this Debenture.



 






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		(d)	the
                                            Company is qualified to do business in, and is in good standing (where such concept exists)
                                            in, every jurisdiction in which the nature of its business makes such qualification necessary,
                                            except where the failure to be so qualified or in good standing individually or in the aggregate
                                            would not reasonably be expected to result in a material adverse effect;



 


		(e)	the
                                            transactions contemplated hereby is within the Company’s organizational powers and
                                            have been duly authorized by all necessary limited liability company action;



 


		(f)	this
                                            Debenture has been duly executed and delivered by the Company and constitutes a legal, valid
                                            and binding obligation of such party, enforceable in accordance with its terms; and



 


		(g)	the
                                            transactions to be entered into and contemplated by this Debenture (a) do not require any
                                            consent or approval of, registration or filing with, or any other action by, any governmental
                                            authority, (b) will not (i) violate any applicable law or (ii) the organizational documents,
                                            charter, operating agreement, or certificate of formation of the Company, (c) will not
                                            violate or result in a default under any indenture or any other agreement, instrument or
                                            other evidence of indebtedness, and (d) will not result in the creation or imposition
                                            of any lien on any asset of such party.



 


		5.	Covenants.
                                            So long as any portion of this Debenture remains outstanding, the Company will not directly
                                            or indirectly, without the consent of the Holder (i) fail to continue to engage in business
                                            of the same general type as now conducted by it and to preserve, renew and keep in full force
                                            and effect, its corporate existence and its assets, rights, privileges and franchises to
                                            the extent necessary or desirable in the normal conduct of business; (ii) fail to comply
                                            in all material respects with all applicable laws, ordinances, rules, regulations, decisions,
                                            orders and requirements of governmental authorities; or (iii) fail to keep proper books of
                                            record and account in which full, true and correct entries are made of all dealings and transactions
                                            in relation to its business and activities.



 


		6.	Event
                                            of Default.  An “Event of Default” shall be deemed to have occurred
                                            upon the occurrence of any of the following: (a) the Company shall fail to make any payment
                                            of the principal, interest, costs, indemnities, other amounts due hereunder (including pursuant
                                            to Section 1(d)), or expenses pursuant to this Debenture when and as the same shall become
                                            due and payable; (b) there shall occur any default, whether in whole or in part, in the due
                                            observance or performance of any obligations or other covenants, terms or provisions to be
                                            performed by the Company under this Debenture or any of the representations and warranties
                                            of the Company shall cease to be true and correct in all respects; (c) the Company shall
                                            make a general assignment for the benefit of its creditors; (d) the Company shall apply
                                            for or consent to the appointment of a receiver, trustee, assignee, custodian, sequestrator,
                                            conservator, liquidator or similar official for itself or any of its assets and properties;
                                            (e) the Company shall voluntarily commence any proceeding or file any petition seeking
                                            liquidation, reorganization or other relief as a debtor under the United States Bankruptcy
                                            Code or any other liquidation, conservatorship, bankruptcy, general assignment for the benefit
                                            of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar
                                            debtor relief laws of the United States or other applicable jurisdictions from time to time
                                            in effect and affecting the rights of creditors generally (collectively, the “Debtor
                                            Relief Laws”); (f) an involuntary proceeding shall be commenced or an involuntary petition
                                            shall be filed against the Company seeking (1) liquidation, reorganization or other relief
                                            in respect of the Company or its debts, or of a substantial part of its assets, under any
                                            Debtor Relief Law or (2) the appointment of a receiver, trustee, assignee, custodian, sequestrator,
                                            conservator, liquidator or similar official for itself or any of its assets and properties;
                                            (i) the Company consents to the institution of, or fail to contest in a timely and appropriate
                                            manner, any proceeding or petition described in clause (f) above.  Upon the occurrence
                                            of an Event of Default the entire Principal balance and accrued and unpaid interest outstanding
                                            under this Debenture, and all other obligations of the Company under this Debenture, shall
                                            be immediately due and payable and the Holder may exercise any and all rights, power and
                                            remedies available to it at law or in equity or other appropriate proceeding, whether for
                                            the specific performance of any covenant or agreement contained in this Debenture and proceed
                                            to enforce the payment thereof or any other legal or equitable right of the Holder. The Holder
                                            need not provide, and Company hereby waives, any presentment, demand, protest or other notice
                                            of any kind, and the Holder may immediately and without expiration of any grace period enforce
                                            any and all of its rights and remedies hereunder and all other remedies available to it under
                                            applicable law. Such declaration may be rescinded and annulled by the Holder at any time
                                            prior to payment hereunder. No such rescission or annulment shall affect any subsequent Event
                                            of Default or impair any right consequent thereon.



 






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		7.	Default
                                            Interest.  Any amount of principal or interest, or any payments pursuant to
                                            Section 1(d), which is not paid when due shall bear interest at the rate of twelve percent
                                            (12%) per annum from the due date thereof until the same is paid.



 


		8.	Maximum
                                            Interest Rate.  In no event shall any agreed to or actual interest charged,
                                            reserved or taken by the Holder as consideration for this Debenture exceed the limits imposed
                                            by applicable law.  In the event that the interest provisions of this Debenture
                                            shall result at any time or for any reason in an effective rate of interest that exceeds
                                            the maximum interest rate permitted by applicable law, then without further agreement or
                                            notice the obligation to be fulfilled shall be automatically reduced to such limit and all
                                            sums received by the Holder in excess of those lawfully collectible as interest shall be
                                            applied against the principal of this Debenture immediately upon the Holder’s receipt
                                            thereof, with the same force and effect as though the Company had specifically designated
                                            such extra sums to be so applied to principal and the Holder had agreed to accept such extra
                                            payment(s) as a premium-free prepayment or prepayments.



 


		9.	Cancellation
                                            of Debenture. Upon the repayment by the Company of all of its obligations hereunder to
                                            the Holder, including, without limitation, the principal amount of this Debenture, plus accrued
                                            but unpaid interest, the indebtedness evidenced hereby shall be deemed paid in full.  Except
                                            as otherwise required by law or by the provisions of this Debenture, payments received by
                                            the Holder hereunder shall be applied first against expenses and indemnities, next against
                                            interest accrued on this Debenture, and next in reduction of the outstanding principal balance
                                            of this Debenture.



 


		10.	Lost,
                                            Stolen or Mutilated Debenture. Upon receipt by the Company of evidence reasonably satisfactory
                                            to the Company of the loss, theft, destruction or mutilation of this Debenture (as to which
                                            a written certification and the indemnification contemplated below shall suffice as such
                                            evidence), and, in the case of loss, theft or destruction, of any indemnification undertaking
                                            by the Holder to the Company in customary and reasonable form and, in the case of mutilation,
                                            upon surrender and cancellation of this Debenture, the Company shall execute and deliver
                                            to the Holder a new Debenture (in accordance with the provisions herein) representing the
                                            outstanding Principal. Whenever the Company is required to issue a new Debenture pursuant
                                            to the terms herein, such new Debenture (i) shall be of like tenor with this Debenture, (ii)
                                            shall represent, as indicated on the face of such new Debenture, the Principal and interest
                                            remaining outstanding or owed, (iii) shall have an issuance date, as indicated on the face
                                            of such new Debenture, which is the same as the Issue Date, (iv) shall have the same rights
                                            and conditions as this Debenture, and (v) shall represent accrued and unpaid interest and
                                            late charges on the Principal and interest of this Debenture, from the Issue.



 






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		11.	Transfers
                                            of Debenture to Comply with the 1933 Act. The Holder agrees that this Debenture may not
                                            be sold, transferred, pledged, hypothecated or otherwise disposed of except as follows:  (a)
                                            to a person whom the Debenture may legally be transferred without registration and without
                                            delivery of a current prospectus under the Securities Act of 1933, as amended (the “1933
                                            Act”) with respect thereto and then only against receipt of an agreement of such person
                                            to comply with the provisions of this Section 12 with respect to any resale or other disposition
                                            of the Debenture; or (b) to any person upon delivery of a prospectus then meeting the requirements
                                            of the 1933 Act relating to such securities and the offering thereof for such sale or disposition,
                                            and thereafter to all successive assignees.



 


		12.	Severability.  If
                                            any provision of this Debenture is, for any reason, invalid or unenforceable, the remaining
                                            provisions of this Debenture will nevertheless be valid and enforceable and will remain in
                                            full force and effect.  Any provision of this Debenture that is held invalid or
                                            unenforceable by a court of competent jurisdiction will be deemed modified to the extent
                                            necessary to make it valid and enforceable and as so modified will remain in full force and
                                            effect.



 


		13.	Amendment
                                            and Waiver.  This Debenture may be amended only in a writing executed by the
                                            Company and the Holder. Any provision of this Debenture may be waived only in a writing executed
                                            by Holder.  The waiver by Holder of a breach of any provision of this Debenture
                                            shall not operate or be construed as a waiver of any other breach.



 


		14.	Assignment
                                            Successors.  The Company may not assign or transfer this Debenture or any rights
                                            or obligations herein without the prior written consent of the Holder. Except as otherwise
                                            provided herein, this Debenture shall bind and inure to the benefit of and be enforceable
                                            by the Company, the Holder and their permitted successors and assigns.



 


		15.	Further
                                            Assurances.  The Company will execute all documents and take such other actions
                                            as the Holder may reasonably request in order to consummate the transactions provided for
                                            herein and to accomplish the purposes of this Debenture.



 


		16.	Notices,
                                            Consents, etc.  Any notices, consents, waivers or other communications required
                                            or permitted to be given under the terms hereof must be in writing and will be deemed to
                                            have been delivered:  (i) upon receipt, when delivered personally; (ii) upon receipt
                                            of a confirmation email, when sent by email with return receipt requested; or (iii) one (1)
                                            trading day after deposit with a nationally recognized overnight delivery service, in each
                                            case properly addressed to the party to receive the same.  The addresses and email
                                            addresses numbers for such communications shall be as follows or such other address and/or
                                            facsimile number and/or to the attention of such other person as the recipient party has
                                            specified by written notice given to each other party three (3) trading days prior to the
                                            effectiveness of such change:



 


If
to the Company:


 


KCB
Jade Holdings, LLC


Attention:
Kathryn Blackwell, President


14269
N. 87th #205


Scottsdale,
AZ 85260


Email:
Kathryn@theopendor.com


 


If
to Holder:


 


Zoned
Properties, Inc.


Attention:
Bryan McLaren


14269
N. 87th Street, #205


Scottsdale,
AZ 85260


Email:
bryan@zonedproperties.com


 






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		17.	Governing
                                            Law.  All questions concerning the construction, validity and interpretation
                                            of this Debenture and any and all disputes or controversies arising out of the subject matter
                                            hereof (whether by contract, tort or otherwise) shall be governed by and construed in accordance
                                            with the domestic laws of the State of Delaware, without giving effect to any choice of law
                                            or conflict of law provision (whether of the State of Delaware or any other jurisdiction)
                                            that would cause the application of the laws of any jurisdiction other than the State of
                                            Delaware.



 


		18.	Jurisdiction.  EACH
                                            PARTY HERETO AGREES THAT JURISDICTION AND VENUE IN ANY ACTION BROUGHT BY THE HOLDER PURSUANT
                                            TO THIS DEBENTURE SHALL PROPERLY (BUT NOT EXCLUSIVELY) LIE IN ANY FEDERAL OR STATE COURT
                                            LOCATED IN MARICOPA COUNTY, ARIZONA. EACH PARTY HERETO IRREVOCABLY SUBMITS TO THE JURISDICTION
                                            OF SUCH COURTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY WITH RESPECT TO SUCH ACTION.  EACH
                                            PARTY HERETO IRREVOCABLY AGREES THAT VENUE WOULD BE PROPER IN SUCH COURT, AND HEREBY WAIVES
                                            ANY OBJECTION THAT SUCH COURT IS AN IMPROPER OR INCONVENIENT FORUM FOR THE RESOLUTION OF
                                            SUCH ACTION.  EACH PARTY HERETO FURTHER AGREES THAT THE MAILING BY CERTIFIED OR
                                            REGISTERED MAIL, RETURN RECEIPT REQUESTED, OF ANY PROCESS REQUIRED BY ANY SUCH COURT SHALL
                                            CONSTITUTE VALID AND LAWFUL SERVICE OF PROCESS AGAINST THEM, WITHOUT NECESSITY FOR SERVICE
                                            BY ANY OTHER MEANS PROVIDED BY STATUTE OR RULE OF COURT.



 


		19.	Third
                                            Parties.  Nothing herein expressed or implied is intended or shall be construed
                                            to confer upon or give to any person or entity, other than the Holder and its permitted successor
                                            and assigns, any rights or remedies under or by reason of this Debenture.



 


		20.	Waiver
                                            of Jury Trial.  EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT
                                            TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS DEBENTURE. EACH
                                            PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF
                                            THE HOLDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE HOLDER WOULD NOT, IN THE EVENT
                                            OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY HERETO UNDERSTANDS AND
                                            HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY HERETO MAKES THIS WAIVER VOLUNTARILY,
                                            AND (D) EACH PARTY HERETO HAS BEEN INDUCED TO ENTER INTO THIS DEBENTURE BY, AMONG OTHER THINGS,
                                            THE WAIVERS AND CERTIFICATIONS IN THIS ‎ SECTION 21.



 


		21.	Construction
                                            and Headings. This Debenture shall be deemed to be jointly drafted by the Company and
                                            the Holder and shall not be construed against any person as the drafter hereof. The headings
                                            of this Debenture are for convenience of reference and shall not form part of, or affect
                                            the interpretation of, this Debenture.



 


		22.	Entire
                                            Agreement.  This Debenture (including any recitals hereto) set forth the entire
                                            understanding of the parties with respect to the subject matter hereof, and shall not be
                                            modified or affected by any offer, proposal, statement or representation, oral or written,
                                            made by or for any party in connection with the negotiation of the terms hereof, and may
                                            be modified only by instruments signed by all of the parties hereto.



 


[Signature
Page to Follow]  


 




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IN
WITNESS WHEREOF, this Debenture is executed by the undersigned as of the Second Amendment Date.


 





	 	KCB Holdings, LLC.
	 	 	 
	 	By:	/s/ Kathryn Blackwell
	 	Name:	Kathryn Blackwell
	 	Title:	President


 





Agreed
and accepted:


 


Zoned
Properties, Inc.


 








	By:	/s/ Bryan McLaren	 
	Name:	Bryan McLaren	 
	Title:	Chief Executive Officer	 


 


 


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