Exhibit 10.17


 


	Magnus
                                         Title Agency

                                                                                                 

        WHEN
        RECORDED MAIL TO:

        

         

        Investment
        Property Exchange Services

        Attn:
        Paula Ripp

        60
        E. Rio Salado Parkway, Suite 1103

        Tempe,
        AZ 85281
	 

                                                                                      

                                                                                     OFFICIAL
        RECORDS OF

        MARICOPA
        COUNTY RECORDER

        20140157390,03/12/2014
        12:00

        4043725-21-1-1--A

        HELEN
        PURCELL

        ELECTRONIC
        RECORDING



  


1/1 4043725-A


 


CAPTION
HEADING: Deed of Trust


 


This
document is being re-recorded to correct the name of the Beneficiary


 


DO
NOT REMOVE


 


THIS
IS PART OF THE OFFICIAL DOCUMENT


 




     


     


    

 


	Magnus
    Title Agency	 
	 	 
	WHEN
    RECORDED RETURN TO:	 
	 

                                                                                     

                                                                                     DONALD
        J. NEWMAN

        DONALD
        J. NEWMAN PC

        7330
        N. 16TH Street, Suite C-117

        Phoenix,
        Arizona 85020
	OFFICIAL
        RECORDS OF

        MARICOPA
        COUNTY RECORDER

        HELEN
        PURCELL

        20140147481  03/07/2014  12:42

        4043725-20-3-3-

        ELECTRONIC
RECORDING



 


2/2 4043725


 


DEED
OF TRUST AND SECURITY AGREEMENT WITH ASSIGNMENT OF RENTS


 


	PARTIES:	TRUSTOR:	ZONED
        PROPERTIES, INC.

        a
        Nevada corporation

        16624
        N. 90th Street, Suite 101

        Scottsdale,
        Arizona 85260

	 	 	 
	 	TRUSTEE:	STEWART
        TITLE & TRUST OF

        OF
        PHOENIX, INC.

        a
        Delaware corporation

        244
        W. Osborn Road

        Phoenix,
        Arizona 85013

	 	 	 
	 	BENEFICIARY:*	 


 


*Investment
Property Exchange


  Services,
Inc., a California 


  corporation


  60 E. Rio
Salado Parkway,


  Ste. 1103,
Tempe, AZ 85281


 


	 	DATE: 	March
    7, 2014


 


A.CONVEYANCE
OF TRUST PROPERTY:


 


TRUSTOR
HEREBY IRREVOCABLY GRANTS, TRANSFERS AND ASSIGNS TO TRUSTEE, IN TRUST, with power of sale and right of entry and possession, that
certain real property described in Exhibit "A" attached hereto and made a part hereof;


 


TOGETHER
WITH all buildings and improvements now or hereafter erected thereon and all of Trustor's interest now held or hereafter
acquired in any easement appurtenant to said property, or in land lying in any street, roadway or alleyway adjoining or being
a part of said real property, and all personal property and fixtures now or hereafter attached to or that are necessary to
the operation of the premises herein described, including, but by no means limited to, all ventilating, heating, air
conditioning, plumbing, and lighting fixtures and equipment, and all power and sprinkling systems;


 






    	 	1	 



     


    

 


TOGETHER
WITH all water and water rights, pipes, flumes and ditches and the water flowing through the same, belonging or in any way appertaining
to said property;


 


TOGETHER
WITH the rents, issues and profits thereof, SUBJECT HOWEVER, to the right, power and authority hereinafter given to and conferred
upon BENEFICIARY to collect and apply such rents, issues and profits;


 


All of said
property being hereinafter referred to as the "trust property".


 


	B.	FOR THE PURPOSE OF SECURING:




 


1.Payment
of the indebtedness evidenced by a Promissory Note of even date herewith, and any renewals, extensions, modifications or replacements
thereof, in the original principal amount of TWO MILLION ONE HUNDRED THOUSAND AND NO/100 DOLLARS ($2,100,000.00) delivered
to Beneficiary (the "Note"), together with interest thereon, fees and late charges as provided by the Note.


 


2.Payment
of such further sums as Trustor or any successor in ownership hereafter may borrow from Beneficiary, whether as future advancements
or otherwise.


 


3.Payment
of all monies mentioned herein or in the Note agreed or provided to be paid by Trustor.


 


4.Performance
of each agreement of Trustor herein contained or in any other agreement given by Trustor to Beneficiary for the purpose of evidencing
or securing any indebtedness hereby secured.


 


	C.	TRUSTOR'S WARRANTY:




 


Trustor
warrants that Trustor is seized of good and merchantable title to the trust property, and that the title hereby conveyed is free,
clear and unencumbered, except for the matters set forth as permitted exceptions in Exhibit "B" attached hereto.


 


	 	1. 	TO PROTECT THE SECURITY OF THIS DEED OF TRUST, TRUSTOR AGREES:




 


1.1.
To take reasonable care of the trust property; to maintain said property in good repair and condition; to replace all items
of property secured by this Deed of Trust which may wear out, or be lost, damaged or destroyed; to commit or permit no waste,
and do no act which will unduly impair or depreciate the value of the trust property as security; not to impair or abandon
any water or other rights of whatever nature now or hereafter appurtenant to the trust property. Trustor agrees not to remove
or demolish any building on the trust property; to complete or restore promptly and in good and workmanlike manner any
building which may be constructed thereon and to pay when due all claims for labor performed and materials furnished
therefor; and to comply with all laws affecting the trust property or requiring any alterations or improvements to be made
thereon. Trustor further agrees not to do, or permit any acts to be done, which might reduce or tend to reduce the value of
the trust property or to threaten the security of this Deed of Trust.


 




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1.2.
That no Financing Statement or Security Agreement, covering the property which is or may be the subject of this Deed of
Trust, or the proceeds from such property, is on file in any public office, and that, except as noted herein and for the
security interest granted in this Deed of Trust, there is no lien, security interest or encumbrance in or on such property or
the proceeds thereof; and that Trustor shall protect and prevent all such property from deterioration, except for ordinary
wear and tear from its intended primary use.


 


1.3.
To provide and maintain policies of fire and extended coverage insurance on the trust property in an amount not less than
the minimum insurable value (as determined from time to time by Beneficiary) of the improvements, fixtures, and equipment
comprising part of the trust property. Trustor will also provide public liability insurance, property damage insurance, rent
loss insurance, and, when requested by Beneficiary, insurance against any other risks as are regularly required by lenders
for similar types of Arizona real property, all in such amounts as may be reasonably required by Beneficiary. If the trust
property is located in a "flood plain area" as defined by the Federal Insurance Administration pursuant to 44
C.F.R. Part 59, then federal flood insurance in the maximum obtainable amount (but not exceeding the loan amount) shall be
required. All such policies shall be with companies or associations of companies from time to time approved by Beneficiary,
shall contain standard trust deed beneficiary clauses endorsed thereon making losses payable to Beneficiary, and shall
otherwise be in form and substance satisfactory to Beneficiary. Trustor shall not permit any condition to exist that would
wholly or partially invalidate any such insurance. Trustor shall assign and deliver any and all policies of insurance to
Beneficiary that shall be irrevocable without thirty (30) days prior notice to Beneficiary and not subject to modification
without Beneficiary's prior written approval. At least fifteen (15) days before expiration of such policies, Trustor shall
deliver to Beneficiary renewals thereof, or renewal certificates therefor, or the new policies if the prior policies are not
renewed, along with a premium receipt evidencing payment in full of the required premiums for at least one year's
coverage.


 




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In
the event of loss, Trustor shall give immediate notice by mail to Beneficiary, and Beneficiary may make proof of loss if not made
promptly by Trustor. Each insurance company concerned is hereby authorized and directed to make payment for such loss directly
to Beneficiary, instead of to Trustor or Trustor and Beneficiary jointly. Such insurance proceeds or any part thereof may be applied
by Beneficiary, at its option but subject to the provisions of Section 2.5 below, to the payment of interest due on the indebtedness
secured hereby, the reduction of the principal amount of said indebtedness (in the inverse order of maturity), the payment of
any other obligation hereby secured, or the restoration or repair of the trust property pursuant to the provisions of paragraph
2.5 below. In the event Beneficiary applies the proceeds to the indebtedness or any other obligation secured hereby, any funds
remaining after their satisfaction shall be remitted to Trustor. Beneficiary shall not be responsible for such insurance, for
the collection of any insurance monies, or for the insolvency of any insurer or any insurance underwriter. Application of insurance
proceeds by Beneficiary shall not cure or waive any default hereunder or invalidate any act done hereunder because of any such
default.


 


In
the event of sale of the trust property under the power of sale herein granted to Trustee, or foreclosure of the Deed of Trust
as a mortgage, or in the event Beneficiary or a receiver appointed by the court shall take possession of the trust property without
sale, all right, title and interest of Trustor in and to all transferable insurance policies then in force and any unearned premiums
paid thereon shall inure to the benefit of and pass to the Beneficiary in possession, receiver, or purchaser at such sale, as
the case may be, and Beneficiary is hereby appointed attorney-in-fact for Trustor to assign and transfer said policies.


 


1.4.
To pay prior to becoming delinquent, all taxes, assessments, water dues or assessments and all other charges of every type
or nature assessed, or which may be assessed, against the trust property or any part thereof or upon the interest of the
Beneficiary in said trust property or upon any personal property, and to pay, when due, any other taxes (including corporate
taxes), assessments or charges, claims or encumbrances that might become a lien prior to the security of this Deed of Trust,
or which might have priority in distribution of the proceeds of a judicial sale. Trustor shall have the right to protest in
good faith any tax assessment, but in that event, Trustor shall obtain a bond in an amount sufficient to cover the proposed
assessment which shall secure ultimate payment of the taxes.


 


1.5. Trustor, if required by Beneficiary, shall also make monthly deposits in an account with Beneficiary, which account shall be subject
to the control of Beneficiary, of a sum equal to one-twelfth (1/12) of the yearly taxes and assessments which may be levied against
the premises, and the annual premiums to become due for all insurance policies required hereunder. Such payments shall be due
and payable at the same time the installment payments of principal and interest under the Note are due, and shall be subject to
the late charge provided in the Note, if not timely paid. The amount of such taxes, assessments and insurance premiums, when unknown,
shall be estimated by Beneficiary. Such deposits shall be used by Beneficiary to pay such taxes, assessments and insurance premiums,
if such accumulated funds be sufficient to pay the same, and no interest shall be paid to Trustor on any such deposits. Any insufficiency
of such account to pay such charges as aforesaid shall be paid by Trustor to Beneficiary on demand. Beneficiary is further authorized
to require additional deposits by Trustor, of monies to create a deposit sufficient, when added to the monthly deposits to be
made by Trustor prior to the next due dates for such insurance premiums and taxes and assessments respectively, to pay such next
due insurance premiums, taxes and assessments. lf, by reason of any default by Trustor under any provision of this Deed of Trust,
Beneficiary declares all sums secured hereby to be due and payable, Beneficiary may then apply any funds in said account against
the entire indebtedness secured hereby. The enforceability of the covenants relating to taxes, assessments and insurance herein
otherwise provided shall not be affected except insofar as those obligations have been met by compliance with this paragraph.
Beneficiary may, from time to time at its option, waive and after any such waiver, reinstate any or all provisions hereof requiring
such deposits, by notice to Trustor in writing. While any such waiver is in effect, Trustor shall pay taxes and assessments as
herein elsewhere provided.


 




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1.6. Upon written
request by Beneficiary, Trustor will appear in and prosecute or defend any action or proceeding that may affect the priority of
this Deed of Trust or the security of the Beneficiary hereunder or the trust property and will pay all reasonable costs, expenses
(including the cost of searching title), and attorneys' fees incurred in such action or proceeding. Should Trustor fail to so act
within such time as required to avoid entry of a default judgment Beneficiary may, at its option, appear in and defend any action
or proceeding purporting to affect the priority of this Deed of Trust or the trust property or the rights or powers of Beneficiary.
Beneficiary may, at its option, pay, purchase, contest, or compromise any adverse claim, encumbrance, charge or lien, that in the
reasonable judgment of Beneficiary appears to be prior or superior to the lien of this Deed of Trust. All amounts paid, suffered
or incurred by Beneficiary in exercising the authority herein granted, including reasonable attorneys' fees, shall be payments
made pursuant to Section 1.9 below.


 


1.7. To comply with all laws, ordinances, regulations,
covenants, conditions and restrictions affecting the trust property and not to suffer or permit any act to be done in or upon the
trust property in violation thereof.


 


1.8. That, if Trustor fails to observe or perform any
condition or obligation to be observed or performed by Trustor under this Deed of Trust or to pay expenses in connection therewith,
Beneficiary, in its sole discretion and without demand or notice, may perform such obligation or do any act to cause such condition
to be observed or incur and pay expenses in connection therewith. However, Beneficiary will not be obligated to perform any such
obligation of Trustor or to take any action to cause any such condition to be observed and any such performance or action by Beneficiary
will not create an obligation on the part of Beneficiary.


 




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1.9. To pay to Trustee and Beneficiary, respectively,
promptly upon demand, all sums of money which they shall respectively pay pursuant to any of the provisions of this Deed of Trust,
together with interest upon each of said amounts, until repaid, from the time of the payment thereof by Trustee or Beneficiary,
at the Default Interest Rate set forth in the Note. Trustor agrees to pay all costs incurred by Beneficiary in connection with
any modification of this Deed of Trust and any release of property subject to this Deed of Trust. Trustor further agrees to pay
all costs incurred in connection with the payoff of the Note and release of this Deed of Trust.


 


1.10. Any amount or amounts paid by Beneficiary or
Trustee under any provision of this Deed of Trust, or otherwise, shall be added to the indebtedness secured by this Deed of Trust.


 


	 	2.	ADDITIONAL SECURITY/COVENANTS:




 


2.1. This Deed of Trust shall cover all personal property
now or at any time hereafter owned by Trustor and affixed to, or necessary to the operation of the trust property, and all renewals,
replacements and substitutions thereof, which, to the fullest extent permitted by law, shall be deemed fixtures and a part of the
real property, and shall cover all articles of personal property and all materials delivered to the trust property for incorporation
or use in any construction conducted thereon, including, but not limited to, construction materials, supplies, lumber, machinery,
equipment, items and fixtures, heating equipment and air conditioning equipment, together with all substitutions, accessions, repairs,
replacements and additions thereof, including the proceeds of sales thereof.


 


In addition, this Deed of Trust covers all personal
property described in Exhibit "C" attached hereto.


 


2.2. As additional
security, Trustor hereby assigns to Beneficiary the right, power and authority to collect any rent, issues and profits of the trust
property, reserving unto Trustor the right, prior to any default by Trustor, to collect and retain such rents, issues and profits.
Upon any default and the expiration of any applicable cure period, Beneficiary may at any time, without notice, either in person,
by agent, or by a receiver, enter upon and take possession of the trust property, sue for or otherwise collect the rents, issues
and profits of said trust property, and apply the same, less costs and expenses of operation and collection, including reasonable
attorneys' fees, to any indebtedness secured hereby, and in such order as Beneficiary may determine. Upon any default and the expiration
of any applicable cure period, Beneficiary may exercise any rights of Trustor to terminate any tenancy or occupancy of said property,
evict any person wrongfully in possession of occupancy thereof, and let said property, in whole or part, and deliver possession
thereof. The entering upon and taking possession of said trust property, the collection such rents, issues and profits, and the
application thereof as aforesaid shall not cure or waive any default by Trustor hereunder.


 




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2.3. To the extent any property covered by this Deed
of Trust consists of rights in action or personal property covered by the Uniform Commercial Code, this Deed of Trust constitutes
a Security Agreement and Trustor hereby grants a security interest in such property in favor of Beneficiary; and all the above
property, whether described generically or specifically, shall be kept at or on the trust property or at Trustor's place of business
unless Trustor notifies Beneficiary in writing of a proposed removal of such property and Beneficiary consents in writing prior
to its removal to another location. This Deed of Trust shall be self-operative with respect to all such property, but Trustor agrees
to execute and deliver on demand such security agreements, financing statements and other instruments as Beneficiary may request
in order to impose the lien created herein more specifically upon any of such property. Trustor agrees that all property of every
nature and description, whether real or personal, covered by this Deed of Trust, together with all personal property covered by
such security interests, are encumbered as one unit, and that upon default by Trustor under the Note secured hereby, or under this
Deed of Trust or any security agreement given pursuant to this paragraph, this Deed of Trust and such security interests may be
foreclosed or sold in the same proceedings, and all of the trust property (both realty and personally) may be sold as one unit
as a going business subject to the provisions of A.R.S. §33-810(A).


 


2.4. Should the trust property or any part thereof
be taken by reason of any public improvement or condemnation proceeding, Beneficiary shall be entitled, at its option, to commence,
appear in and prosecute in its own name any action or proceeding, or to make any compromise or settlement in good faith, in connection
with such action or proceeding. All such compensation and proceeds are hereby assigned to Beneficiary who shall apply same to the
indebtedness secured hereby unless such improvement or condition requires restoration of the Trust property in which event so long
as Trustor is not in default hereunder, Beneficiary will release such proceeds necessary for restoration pursuant to paragraph
2.5 below. Trustor agrees to execute such further assignments of any compensation, awards or other payments as Beneficiary may
require.


 


2.5. In the event
the trust property or any part thereof is damaged by fire, flood or in any other manner, all proceeds from any policies of fire
or other insurance affecting the trust property are hereby assigned to Beneficiary. Beneficiary will notify Trustor within twenty
(20) days following receipt of such proceeds from the insurance carrier. So long as Trustor is not in default under this Deed of
Trust, as defined in Section 3.1 below, Beneficiary shall release such proceeds to enable Trustor to repair such damage upon the
following terms and conditions: (a) such repair shall be made in accordance with plans and specifications drawn by an architect
and completed by a licensed contractor, all of which are subject to Beneficiary's approval; (b) Trustor demonstrates to Beneficiary's
reasonable satisfaction that there are sufficient proceeds (including any additional funds of Trustor) available to pay the costs
of such repair; (c) the repair is made in accordance with applicable laws, regulations and building codes; (d) all contractors,
suppliers, mechanics and materialmen shall be paid in full on a timely basis without any resulting adverse claim or liens and Trustor
shall indemnify and hold Beneficiary harmless from any adverse claims and liens; and (e) all proceeds shall be disbursed
through an appropriate escrow or other method to ensure application to the repair.


 




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2.6. By accepting payment of any sum secured hereby
after its due date, Beneficiary does not waive its right either to require prompt payment when due of all other sums so secured
or to declare default for failure to pay same.


 


2.7. At any time or from time to time, without liability
therefor and without notice, upon written request of Beneficiary and presentation of this Deed of Trust and all notes secured hereby
for endorsement, and without affecting the personal liability of any person for payment of the indebtedness secured hereby, Trustee
may: reconvey any part of the trust property; consent to the making of any map or plat thereof; join in the grant of any easement
thereon; or join in any extension agreement or any agreement subordinating the lien or charge hereof.


 


2.8. Trustor expressly covenants that if, without prior
written consent of Beneficiary (a) all or any part of Trustor's interest, in the trust property is sold, transferred, assigned,
mortgaged, pledged or otherwise conveyed, or (b) a contract of sale or other conveyance is entered into with respect thereto, or
(c) title to the trust property or any part of it becomes vested in any party other than Trustor in any manner whatsoever, (d)
any lien other than the lien created by this Deed of Trust is recorded or claimed against the trust property, then, upon the occurrence
of any one or more of the foregoing events, Beneficiary shall have the right, at its option, to declare all of the accrued and
unpaid interest and the entire outstanding principal under the Note to be immediately due and payable and avail itself of any and
all remedies provided for in the Note and this Deed of Trust, in the event of default. Trustor shall give Beneficiary prior written
notice of any proposed transaction which requires Beneficiary's written consent and Beneficiary shall have the right to require,
among other things, (a) financial statements and other information relating to the proposed transferee including information about
the experience and management expertise of the proposed transferee; (b) assurances, in form and substance satisfactory to Beneficiary,
from Trustor and any guarantors of the indebtedness secured hereby that they will continue to be liable to Beneficiary for a reasonable
fee for evaluating such information and processing the proposed transfer. Beneficiary may refuse to consent to a transfer for any
reason or may condition its consent upon such events or occurrences as Beneficiary deems appropriate, including but not limited
to, the payment of a transfer fee equal to one percent (1%) of the unpaid principal balance of the Note.


 


Beneficiary may
require that: (a) the transferee or purchaser, as the case may be, execute, prior to such transfer or sale, a written assumption
agreement in form and content acceptable to Beneficiary; and, (b) Trustor or purchaser or transferee, as the case may be, pay all
costs of Beneficiary (including without limitation, attorneys' fees) incurred in evaluating the proposed sale or transfer and/or
in preparing the assumption agreement and any and all other necessary documents associated with the assumption by the purchaser
or transferee. 


 




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The term Beneficiary used above shall include the Beneficiary
named herein and any assignees of Beneficiary.


 


2.9. Trustor will, upon request of the Trustee or Beneficiary,
promptly correct any defect, error or omission which may be discovered in the contents of this Deed of Trust or in the execution
or acknowledgment hereof and will execute, acknowledge and deliver such further instruments and do such further acts as may be
necessary or as may be reasonably requested by the Trustee or by the Beneficiary to carry out more effectively the purposes of
this Deed of Trust, to subject to the lien and security interest hereby created any of Trustor's properties, rights or interests
covered or intended to be covered hereby, and to perfect and maintain the lien and security interest hereby created. If any rights,
easements or other hereditament shall hereafter become appurtenant to the trust property or any part thereof, Trustor shall deliver
to Beneficiary, upon demand, a supplemental Deed of Trust in the form approved by Beneficiary covering such rights and interests.


 


2.10. Trustor shall operate and maintain the trust
property in compliance with the requirements of The American Disabilities Act (the "Disabilities Act").


 


	 	3.	DEFAULT/REMEDIES.




 


3.1. The following
shall be events of default hereunder:


 


3.1.1.the failure by Trustor, to make any payment
upon any indebtedness secured by this Deed of Trust within twenty (20) days of the due date;


 


3.1.2.the failure by Trustor to perform any
covenant contained herein, in the Note, in the Loan Agreement, or in any other agreement given by Trustor to Beneficiary for the
purpose of evidencing or further securing the indebtedness secured hereby;


 


3.1.3.the abandonment of all or any part of
the trust property;


 


3.1.4.any representation or warranty in the
Note, this Deed of Trust, the Loan Agreement, or in any other agreement, document, or instrument evidencing, securing, or relating
to any of the obligations, covenants, promises, and agreements secured hereby is materially false or incorrect as of the date made;


 


3.1.5.if
Trustor or any guarantor of the Note shall generally not pay its debts as they become due, shall admit in writing its inability
to pay such debts, or shall make an assignment for the benefit of creditors, or if Trustor or any such guarantor shall take any
action to authorize or in contemplation of any of the actions set forth in this subparagraph;


 




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3.1.6.the
commencement of any case, proceeding or other action by or against Trustor or any guarantor of Trustor's obligations hereunder
(i) seeking to have an order of relief entered against Trustor or such guarantor as debtor or to adjudicate Trustor or such guarantor
bankrupt or insolvent; (ii) seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of Trustor
or Trustor's debts or such guarantor or such guarantor's debts under any law relating to bankruptcy, insolvency, reorganization
or relief of debtors; or (iii) seeking appointment of a receiver, trustee, custodian or other similar official for Trustor or such
guarantor or for all or any substantial part of its property, and such case, proceeding or other action (a) results in the entry
of an order for relief against Trustor or such guarantor which is not fully stayed within thirty (30) business days after the entry
thereof or (b) shall remain undismissed for a period of sixty (60) days;


 


3.1.7.if any item of the trust property is attached,
levied upon, or otherwise seized by legal process, and such attachment, levy or seizure is not quashed, stayed, or released within
sixty (60) days of the occurrence thereof;


 


3.1.8.the enactment of any law imposing upon Beneficiary
the obligation to pay all or any of the taxes agreed to be paid by Trustor herein, or prohibiting the payment thereof by Trustor
as promised herein, or the rendering by any court of a decision that the undertaking by Trustor to pay such tax or taxes is legally
inoperative;


 


3.1.9.the occurrence of a transfer or encumbrance
in violation of Section 2.8 of this Deed of Trust, unless Beneficiary has given prior written consent to do so;


 


3.1.10.any
proceeding is filed to foreclose or any notice of Trustee's sale is recorded with respect to any other lien on the trust
property (whether junior or senior to this Deed of Trust).


 


3.2. In the event of a default under paragraph 3.1
above, for which a specific cure period is not set forth (exclusive of paragraph 3.1.1), Trustor shall have thirty (30) days following
receipt of written notice of the Default from Beneficiary to cure same. Beneficiary's right to cure any default described in paragraph
3.1 above shall be limited to two (2) occurrences during any calendar year.


 


3.3. Upon the occurrence of a default and the expiration
of any applicable cure period, Beneficiary shall have the following rights, in addition to all other rights provided herein and/or
by law or equity:


 


3.3.1.to declare
all principal indebtedness, with interest and any other sums secured hereby, immediately due and payable, without notice
or demand; provided, however, that should Beneficiary, upon default of Trustor, exercise its option to declare the entire amount
of the principal immediately due and payable, and should such acceleration be revoked by agreement or operation of law, then such
indebtedness shall be payable in accordance with the original schedule therefor unless otherwise agreed to between Trustor and
Beneficiary;


 




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3.3.2.to sell
the trust property, after recording notice of sale, and after the lapse of such time as may be required by law, at the time
and place fixed by Trustee in said notice of sale, either as a whole or in separate parcels, and in such order as Trustee may determine,
at public auction to the highest bidder for cash, or, if Beneficiary shall be the highest bidder, in satisfaction of such amount
secured hereby as is bid. Trustee shall deliver to such purchaser its deed conveying the property so sold, but without any covenant
or warranty, express or implied;


 


3.3.3.to foreclose this Deed of Trust by court
action;


 


3.3.4.to collect,
in addition to all other indebtedness due hereunder, the costs of title searches, appraisals and environmental studies in
preparation for foreclosure with respect to the trust property and reasonable attorneys' fees incurred as a result of such default
or in pursuit of any remedy therefor, whether or not suit be commenced, which costs and fees shall be secured by this Deed of Trust;


 


3.3.5.to exercise the rights set forth
in paragraph 2.2 hereinabove and the Assignment of Leases recorded concurrently herewith;


 


3.3.6.apply
to any court of competent jurisdiction for the appointment of a receiver to take charge of the trust property and to manage,
operate and carry on any business then being conducted or that could be conducted on the trust property, and to carry on, protect,
preserve, replace and repair the trust property, and receive and collect all the rents and issues or profits thereof and to apply
the same first to the payment of receiver's expenses for management, operation and protection of such business and the trust property,
and then to Beneficiary for application toward the indebtedness secured hereby. Upon appointment of said receiver, Trustor shall
immediately deliver possession of the trust property to such receiver, along with all records and contracts relative to the operation
of the trust property, including leases, and all security or other deposits made pursuant to said leases.


 


3.4.Beneficiary
shall have, in addition to all other rights and remedies provided herein and at law or in equity, the rights and remedies
afforded by Arizona Revised Statutes Section 33-702. In the event Trustor fails or refuses to surrender possession of the trust
property after any Trustee's sale, Trustor shall be deemed a tenant at sufferance, subject to eviction by means of forcible entry
and detainer proceedings, provided that this remedy is not exclusive or in derogation of any other right or remedy available to
Beneficiary. Trustor expressly agrees to pay to Beneficiary all costs, or expenses, including attorneys' fees, paid or incurred
by Beneficiary resulting from such action, and effectiveness of this paragraph shall survive the sale of the trust property.


 




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3.5. If the indebtedness
secured hereby is now or hereafter further secured by chattel mortgages, security interests, deeds of trust, pledges, contracts
of guaranty, or other additional securities, Beneficiary may, at its option, exhaust any one or more of said securities as well
as the security hereunder, either concurrently or independently and in such order as it may determine, and may apply the proceeds
received upon the indebtedness secured hereby without affecting the status of, or waiving any right to exhaust, all or any other
security including the security hereunder and without waiving any breach or default or any right or power, whether exercised hereunder
or contained herein or in any other security instrument. Trustor hereby waives any right or privilege which it might otherwise
have to require Trustee and/or Beneficiary to proceed against the assets encumbered hereby or by any other security documents or
instruments securing said Note in any particular order or fashion under any legal or equitable doctrines or principles of marshalling
and/or suretyship and further agrees that upon default, and after the expiration of any applicable grace period, Trustee and/or
Beneficiary may proceed to exercise any or all remedies with regard to any or all assets encumbered hereby or by any other security
documents or instruments securing said Note in such manner and order as Beneficiary in its sole discretion may determine.


 


	 	4.	MISCELLANEOUS PROVISIONS.




 


4.1. At all times during the life of this Deed of Trust,
the Beneficiary or Trustee shall have the right to go in and upon the trust property and to inspect such property at any reasonable
time, in order to determine whether the provisions of this Deed are being kept and performed.


 


4.2. No delay
by Beneficiary or Trustee in exercising any right or remedy hereunder, or otherwise afforded by law, shall operate as a waiver
of such right or remedy or preclude the exercise thereof during the continuance of any default hereunder.


 


4.3.If Trustor, through action or
inaction, in any way impairs or threatens to impair the security or this Deed of Trust,
or fails to pay any claim, lien or encumbrance which shall be prior to this Deed of Trust, or to pay, when due, any tax or
assessment, or any insurance premium required hereunder, or to keep the trust property in repair, then Beneficiary or
Trustee, at its option, without any obligation so to do, without notice to or demand upon Trustor (other than any notices
required under Paragraphs 3.1 and 3.2 above), and without releasing Trustor from any obligation hereunder, may pay said
claims, liens, encumbrances, taxes, assessments or premiums, with right of subrogation thereunder, and may take any action
which Beneficiary or Trustee deems necessary to protect the security of this Deed of Trust. Trustor will pay to Beneficiary
or Trustee, immediately upon demand, all sums of money advanced or expended by Beneficiary or Trustee pursuant to this
paragraph, together with interest thereon on each such advance or expenditure at the default interest rate set forth
in the Note, and all such sums and interest thereon shall be secured by this Deed of Trust.


 




    	 	12	 



     


    

 


4.4. Upon written request of Beneficiary stating that
all sums secured hereby have been paid, and upon surrender of this Deed and all notes secured hereby to Trustee for cancellation
and retention and upon payment of its fees, Trustee shall reconvey, without warranty, the property then held hereunder. The recitals
in such reconveyance of any matters of facts shall be conclusive proof of the truthfulness thereof. The grantee in such reconveyance
may be described as "the person or persons legally entitled thereto".


 


4.5. Trustee may resign by mailing or delivering notice
thereof to the Beneficiary and Trustor. Beneficiary may, at any time Beneficiary may desire, appoint another Trustee in place and
stead of said Trustee or any successor in trust. The title herein conveyed to Trustee shall be vested in said successor, which
appointment shall be in writing and shall be duly recorded in the Recorder's Office of the County in which the trust property is
situated.


 


4.6. Trustee shall
be entitled to reasonable compensation for all services rendered or expenses incurred in the administration or execution of the
trust hereby created and Trustor hereby agrees to pay same, subject to all legal limitations. Unless there is gross negligence
or willful misconduct by either, Trustee and Beneficiary shall be indemnified, held harmless and reimbursed by Trustor for any
liability, damage or expense, including attorneys' fees and amounts paid in settlement, which they or either of them may incur
or sustain in the execution of this trust or in the doing of any act which they, or either of them, are required or permitted to
do by the terms hereof or by law, and shall be reimbursed therefor in accordance with the provisions of Paragraph 4.3 hereof.


 


4.7. In the event suit is brought to enforce the terms
of this Deed of Trust, including any action under A.R.S. § 33-814, the prevailing party shall be entitled to recover reimbursement
of its attorneys' fees and all costs incurred in connection therewith, including: appraisal fees, expert witness fees, investigation
costs, taxable costs, photocopying, facsimile and long distance telephone charges, and travel expenses of witnesses required to
testify in said action.


 


4.8. Whenever possible, each provision and term of
this Deed of Trust shall be interpreted in such manner as to be valid and enforceable. In the event any provision or term of this
Deed of Trust should be determined to be invalid or unenforceable by a court of competent jurisdiction, all other provisions and
terms of this Deed of Trust shall remain unaffected to the extent permitted by law.


 




    	 	13	 



     


    

 


4.9. Unless otherwise required by applicable law, all
notices required to be given hereunder shall be either served personally, by U.S. mail, postage prepaid, certified, return receipt
requested, and addressed to Trustor, Trustee and Beneficiary at their respective addresses first above written, or by any nationally
recognized overnight delivery service and delivered to Trustor, Trustee and Beneficiary at said addresses. Such addresses may be
changed by notice to the other parties given in the same manner as provided in this paragraph. Notices given by U.S. mail shall
be deemed to have been given upon the earlier of actual receipt or three (3) days following deposit in the United States mail,
postage pre-paid, registered or certified mail, return receipt requested, to the address of Trustor, or one (1) day following pickup
by a nationally recognized overnight delivery service.


 


4.10. The plural of any word herein shall include the
singular, and the singular of any word shall include the plural, wherever such inclusion shall not be inconsistent with the context
of this Deed of Trust.


 


4.11. This Deed of Trust, and the provisions hereof,
shall be binding upon the Parties hereto and their respective personal representatives, heirs, successors and assigns.


 


IN WITNESS WHEREOF, Trustor has executed this
Deed of Trust as of the day and year first above written.


 


	"Trustor"	ZONED PROPERTIES, INC.
	 	A Nevada corporation
	 	 
	 	By:	/s/
    Marc Brannigan
	 	 	MARC BRANNIGAN
	 	 	Its CEO


 


	STATE OF ARIZONA	)
	 	) ss.
	County of Maricopa	)


 


Subscribed, sworn to, and acknowledged before me the
undersigned Notary Public this 6th day of March, 2014, by MARC BRANNIGAN.


 


WITNESS my hand and official seal.


 





	 	Heidi Cerepanya 
	 	Notary Public








 






    	 	14	 



     


    

 


EXHIBIT
"A"


 


To that
certain Deed of Trust and Security Agreement with Assignment of Rents, wherein “BENEFICIARY"* and ZONED PROPERTIES,
INC. is named as "TRUSTOR."


 


LEGAL
DESCRIPTION


 


Lots 7,
8 and 9, of UNIVERSITY INDUSTRIAL PARK, according to the Plat of record in the office of the County Recorder of Maricopa County,
Arizona, recorded in Book 177 of Maps, page 3;


 


EXCEPT the
following described parcel:


 


BEGINNING
at the Northwest corner of Lot 8 of said subdivision, also being a corner of said Lot 9;


 


Thence along
the boundary of Lot 9, the following courses and distances:


 


North 87 degrees 54 minutes 41 seconds West, 18.93 feet;


 


Thence South
57 degrees 38 minutes 00 seconds West, 13.82 feet;


 


Thence North 34 degrees 44 minutes 25 seconds West, 192.79 feet;


 


Thence North
70 degrees 15 minutes 30 seconds East, 61.62 feet;


 


Thence South 31 degrees 21 minutes 15 seconds East, 157.05 feet;


 


Thence South
45 degrees 36 minutes 00 seconds East, 33.06 feet to a corner of said Lot 9;


 


Thence leaving
the boundary of Lot 9, South 58 degrees 15 minute 42 seconds West, 27.52 feet to the POINT OF BEGINNING.


 




    	 	15	 



     


    

 


EXHIBIT
"B"


 


To
that certain Deed of Trust and Security Agreement with Assignment of Rents, wherein "BENEFICIARY” and ZONED PROPERTIES,
INC. is named as "TRUSTOR."


 


File
No: 02-04043725 — Schedule Bll


 


Magnus
Title Agency Commitment for Title Insurance


 


EXCEPTIONS


 


Printed
exceptions and exclusion from coverage are contained in the policy or policies to be issued. Copies of the policy forms should
be read. They are available from the office that issued this commitment.


 


	1.	Reservations or exceptions in Patents or in Acts authorizing the issuance
thereof.




 


	2.	WATER RIGHTS, claims or title to water, and agreements, covenants, conditions
or rights incident thereto, whether or not shown by the public records.




 


	3.	THE LIABILITIES, OBLIGATIONS AND BURDENS imposed upon said land by reason
of inclusion within the Salt River Project Agricultural improvement and Power District and Agricultural Improvement Districts.




 


	4.	TAXES AND ASSESSMENTS collectible by the County Treasurer, a lien not yet
due and payable for the following year:




 


2014


 


	5.	TAXES AND ASSESSMENTS collectible by the County Treasurer, a lien payable
but not yet due for the following year:




 


Second half
of 2013


 


	6.	EASEMENTS as shown on the plat recorded in Book 177 of Maps, page 3.




 


	7.	EASEMENT and rights incident thereto, as set forth in instrument:




 


	 	Recorded in Docket	13904
	 	Page	630
	 	Purpose	Water Line and rights incident
    thereto


(Lot 8)


 


	8.	EASEMENT and rights incident thereto, as set forth in instrument:




 


	 	Recorded in Docket	14713
	 	Page	467
	 	Purpose	Underground Power and rights
    incident thereto


(Lot 9)


 


	9.	EASEMENT and rights incident thereto, as set forth in instrument:




 





	 	Recorded in Docket	16226
	 	Page	30
	 	Purpose	Underground Power and rights incident thereto
	 	(Lot 7)	 


 






    	 	16	 



     


    

 


	10.	EASEMENT and rights incident thereto, as set forth in instrument:


 


	 	Recorded in Document No.	96-0485654
	 	Purpose	Antenna Site Access & Utilities Easement
	 	(Lots 8 and 9)	 


 


	11.	EASEMENT and rights incident thereto, as set forth in instrument:


 


	 	Recorded in Document No.	2000-0586712
	 	Purpose	Underground Power Easement
	 	(Lots 7 and 8)	 


 


	12.	EASEMENT and rights incident thereto, as set forth in instrument:


 


	 	Recorded in Document No.	20130743447
	 	Purpose	Power Distribution Easement
	 	(Lots 7 and 9)	 


 


	13.	COVENANT AND AGREEMENT according to the terms and conditions contained therein:


 


	 	Purpose	Covenant and Agreement Regarding Maintenance of Yards for an Over-
	 	 	Sized Building (Individuals)
	 	Recorded	February 13, 1986
	 	Document No.	86 071550
	 	(Lots 8 and 9)	 


 


	14.	COVENANT AND AGREEMENT according to the terms and conditions contained therein:


 


	 	Purpose	Covenant and Agreement Regarding Maintenance of Yards for an
	 	 	Oversized Building (Corporation)
	 	Recorded	April 23, 1986
	 	Document No.	86 197098
	 	(Lots 8 and 9)	 


 


	15.	RESTRICTIONS, CONDITIONS, COVENANTS, RESERVATIONS, including but not limited to any recitals creating easements, liabilities, obligations or party walls, omitting, if any, from the above, any restrictions based on race, color, region, sex, handicap, familial status or national origin contained in instrument


 


	 	Recorded in Docket	11741
	 	Page	888


 


Thereafter, First
Amendment recorded in Docket 12481, page 139.


 


	16.	THE FOLLOWING MATTERS disclosed by Deed of Trust recorded in Document No. 87-236278:


 


	 	a)	Encroachment of a block wall onto the public utilities easement on the East side of Lots 7, 8 and 9.
	 	 	 
	 	b)	Encroachment of a block wall onto the 30-foot right-of-way for roadway in the Southeasterly corner of Lot 7.


 






    	 	17	 



     


    

 





	 	c)	Encroachment of a block wall onto the electrical easement along the Northeasterly line of Lot 9.
	 	 	 
	 	d)	Electric line and transformer pad in the most Easterly corner of Lot 9.
	 	 	 
	 	e)	Encroachment of a refuse area onto irrigation easement in the most Northerly corner of Lot 9.
	 	 	 
	 	f)	Encroachment of a block wall onto the irrigation easement in the Southwest corner of Lot 9 and the Northwest corner of Lot 8.
	 	 	 
	 	g)	Concrete pad and extruded curb encroaching onto the water line easement on Lot 8.
	 	 	 
	 	h)	6-foot block wall encroaching onto the property lying West of the Northwesterly corner of Lot 8.
	 	 	 
	 	i)	6-foot block wall encroaching onto the property lying West of the Northwesterly corner of Lot 8.
	 	 	 
	 	1)	Block wall encroaching onto the property lying Northwesterly of the Northwesterly line of Lot 9.


 


	17.	UNRECORDED LEASE under the terms and conditions contained therein made by:


 


	 	Lessor	Chimiarra Investments Limited, a Bahamas corporation
	 	Lessee	AT&T wireless PCS, Inc., a Delaware corporation
	 	Dated 	September 21, 1995
	 	Term	Five years with five consecutive options of five years to extend the original term
	 	As disclosed by	Memorandum of Option and Site Lease Agreement
	 	Recorded	December 18, 1995
	 	Document No.	96-0777651


 


	18.	UNRECORDED LEASE under the terms and conditions contained therein made by:


 


	 	Lessor	Chimiarra Investments Limited, a Bahamas corporation
	 	Lessee	AT&T Wireless PCS, Inc., a Delaware corporation
	 	Dated 	September 21, 1995
	 	Term	Five years with five consecutive options of five years to extend the original term
	 	As disclosed by	Memorandum of Lease
	 	Recorded	June 26, 1996
	 	Document No.	96-0450795


 


	19.	RIGHTS OF PARTIES IN POSSESSION on month-to-month tenancy or under written but unrecorded leases.


 






    	 	18	 



     


    

 






EXHIBIT
"C"


 


To
that certain Deed of Trust and Security Agreement with Assignment of Rents, wherein "BENEFICIARY”* and ZONED PROPERTIES,
INC. is named as "TRUSTOR."


 


DESCRIPTION
OF COLLATERAL


 


1.All
of Trustor’s certain personal property now or at any time hereafter located on the real property described in Exhibit "A"
(the "Premises"), consisting of all building materials, fixtures and equipment now or hereafter incorporated into improvements
constructed upon the premises, including, but not limited to:


 


a)All
equipment, including machinery, incinerators, boilers, all equipment for the generation or distribution of air, water, heat, electricity,
light, fuel or refrigeration, or for ventilating or air conditioning purposes, or for sanitary or drainage purposes, or for the
removal of dust, refuse or garbage;


 


b)All
carpeting and other floor coverings, awnings, window shades and blinds, screens, drapes, drapery rods and brackets;


 


c)Any
and all other trade fixtures, equipment, apparatus and personal property of Trustor located on the Premises or used in connection
with the operation of the improvements thereon; and


 


d)Any
and all renewals or replacements of, additions to and substitutions for the above-enumerated items.


 


2.All
income, rents, issues, profits and proceeds from the Premises, subject however to the right, power and authority conferred upon
Trustor and/or Beneficiary to collect and apply such income, rents, issues, profits and proceeds as set forth in this Deed of
Trust;


 


3.All
of the estate, interest or other claim or demand, which Trustor now has or may hereafter acquire, in and to the property described
in this Deed of Trust, including, without limitation, all deposits made with or other security given to utility companies by Trustor
with respect to the Premises and the improvements thereon, and ail advance payments of insurance premiums made by Trustor with
respect thereto and claims or demands relating to insurance;


 


4.Insofar
as permitted by applicable law, all licenses (including, but not limited to, any operating licenses) contracts, management
contracts or agreements, franchise agreements, permits, authorizations or certificates required or used in connection with
the ownership of, or the operation or maintenance of, the Premises and any improvements constructed thereon;


 






    	 	19	 



     


    

 


5. All damages,
royalties and revenue of every kind, nature and description whatsoever that Trustor may be entitled to receive from any
person or entity owning or having or hereafter acquiring a right to the oil, gas or mineral rights and reservations regarding
the Premises, with the right in Beneficiary to receive and receipt therefor and apply the same to the indebtedness secured
hereby either before or after any default hereunder, and Beneficiary may demand, sue for and recover any such payments, but
shall not be required to do so;


 


6. All of the rights of Trustor under any and all
leases relating to the Premises, subject however to all the terms of such leases, including but not limited to all rents, issues,
profits, reserves, deferred payments, deposits, refunds, cost savings and payments of any kind to become due to Trustor relating
to the construction, operations, occupancy, use and disposition of any or all of the property;


 


7. All rights of Trustor under any policy or policies
of insurance relating to the Premises or any of the Collateral set forth in this Exhibit C and any and all riders, amendments,
extensions, renewals, supplements or extensions thereof, and all proceeds, loss payments and premium refunds which may become payable
with respect to such insurance policies;


 


8. All construction, service, engineering, consulting,
architectural and other similar contracts as such may be modified, amended or supplemented from time to time, concerning the design,
construction, management, operation, occupancy, use and/or disposition of any or all of the Premises;


 


9. All blueprints, architectural drawings, plans,
specifications, soil tests, feasibility studies, appraisals, engineering reports and similar materials owned by Trustor relating
to any or all of the Premises;


 


10. All payment and performance bonds of guaranties
and any and all modifications and extensions thereof relating to the Premises; and


 


11. All of the outstanding warranties and guaranties
from manufacturers, vendors and contractors relating to the Premises.


 


 


20