Exhibit
10.15 


 





 


Date:
May 6, 2015


 


Bryan McLaren,
President 

Zoned Properties, Inc.


14300 N.
Northsight Blvd., Suite 208


Scottsdale,
Arizona 85260


 


Re: Consulting
Services Agreement 



Dear Mr. McLaren:


 


Please
allow this letter to serve as an expression of our interest in establishing an advisory/consulting relationship between Newbridge
Financial, Inc., a Florida corporation (“Advisor”) and Zoned Properties, Inc., a Nevada corporation (the “Company”),
to provide business advisory and related consulting services to the Company. This letter sets forth the terms of such a relationship
(the “Agreement”).


 


	 	1.	Scope of Engagement. Advisor
    will assist the Company and provide services in the following areas (the “Services”):




		a.	Study
                                         and review the business, operations, financial performance and development initiatives
                                         to provide advice to the Company;



		b.	Assist
                                         the Company in preparing for and completing a capital raise transaction including by
                                         referral to placement agents and institutional investors;



		c.	Assist
                                         the Company in attempting to formulate the optimal strategy to meet the Company’s
                                         working capital and resource needs;



		d.	Identify,
                                         make introductions to and evaluate potential business contacts within the industry that
                                         may help the company advance its business opportunities, and in appropriate instances,
                                         negotiate on the company’s behalf;



		e.	Help
                                         assist the Company in structuring a placement agent agreement with broker/dealers or
                                         other sources of debt and/or equity financing;



		f.	Help
                                         assist the Company in formulating the terms and structure of any debt or equity financings
                                         contemplated by the Company;



		g.	Assist
                                         in any presentation to the Board of Directors of the Company in connection with a proposed
                                         transaction or financing; and






 






    	 	 	 



     


    

 


Zoned Properties,
Inc. 

Page 2


 


	 	h.	Identify and introduce the Company to prospective private institutional
financial investors, private lender and/or other sources of capital.




 


	 	2.	Term and Termination.




		a.	Term.
                                                                                                                                                                                                                                                                      The term of our engagement hereunder shall be for a period of thirty-six (36) months
                                                                                                                                                                                                                                                                      commencing on the date hereof (“Engagement Period”). During the term
                                                                                                                                                                                                                                                                      of this agreement, the Advisor and the Company will both have the right to terminate
                                                                                                                                                                                                                                                                      (the “Termination”) the Consulting agreement by providing fifteen
                                                                                                                                                                                                                                                                      (15) days prior written notice to each other. The Termination of this agreement will
                                                                                                                                                                                                                                                                      not, affect the rights of the Consultant to compensation for work completed as of the
                                                                                                                                                                                                                                                                      date of the Termination. The term may be extended by mutual agreement of the parties
                                                                                                                                                                                                                                                                      and may be terminated by either party upon ninety (90) days written notice.



		b.	Termination. Advisor may terminate this Agreement at any time by providing Company thirty (30)
                                         days prior written notice, it being understood by the Parties that at the time of such
                                         termination, all amounts due hereunder up to the date of termination shall be paid in
                                         full by Company to Advisor. Company may terminate this Agreement only for Advisor’s
                                         breach of a material term or condition of this Agreement if Advisor does not cure the
                                         breach or commence to cure such breach within thirty (30) days after receiving written
                                         notice from Company describing the material breach. In the event of termination of this
                                         Agreement by Company or Advisor pursuant to the terms and conditions set forth in this
                                         Section 2(b), Advisor shall return to Company any unearned Consulting Fees as of the
                                         date of termination. In no event shall the Party exercising its right under this Section
                                         2(b) be precluded by the exercise of such termination right from pursuing, subject to
                                         the terms of this Agreement and applicable law, any cause of action or other claim it
                                         may then or at any time thereafter have against the other Party in respect of any breach
                                         or default by the other Party hereunder. From and after termination of this Agreement,
                                         the Parties shall continue to be bound by such provisions of this Agreement as by their
                                         nature survive such events, including, without limitation, Sections 5, 10 and 14.



 


	 	3.	Compensation.




	 	a.	Services. In consideration of the Services to be provided by Advisor
to the Company under this Agreement, the Advisor shall be granted 1,000,000 shares (the “Common Stock” or “Shares”)
from the Company’s 2014 Employee Stock Option Plan (“Plan”) in accordance with the Company’s Stock
Option Grant Notice and Agreement attached hereto as Exhibit A. All shares of Common Stock issued to Advisor in
accordance with this Agreement will have “piggy-back” registration rights along with any registration statement filed
by the Company during the term of this Agreement other than a registration statement on Form S-8 or Form S-4. All shares and rights
to receive shares in accordance with this Agreement may be assigned and issued in accordance with the instructions of Advisor
provided that such share recipients are officers, directors, consultants, employees, advisors, or affiliates of Advisor or Advisor’s
subsidiaries.







 






    	 	 	 



     


    

 


Zoned Properties,
Inc.

 Page 3


	 	b.	Expenses. All costs and expenses necessary in connection with the
Services and travel and living expenses, copying and shipping expenses and other costs and expenses incurred in connection therewith
shall be paid by the Advisor.




		4.	Information.
                                         In order to allow Advisor to provide the Services hereunder, Company will cooperate with
                                         Advisor and furnish Advisor upon request with all information regarding the business,
                                         operations, properties, financial condition, management and prospects of Company (all
                                         such information so furnished being the “Information”) which Advisor
                                         deems appropriate and will provide Advisor with access to Company's officers, directors,
                                         employees, independent accountants and legal counsel. Company recognizes and confirms
                                         that Advisor: (i) will use and rely primarily on the Information and on information available
                                         from generally recognized public sources in performing the services contemplated by this
                                         Agreement without having independently verified the same; and (ii) does not assume responsibility
                                         for the accuracy or completeness of the Information and any reports or other filings
                                         made by Company with the SEC.



		5.	Indemnification.
                                         Company agrees to indemnify and hold the Advisor and its subsidiaries and their respective
                                         officers, directors, employees and agents and (collectively, the “Advisor Indemnitees”)
                                         harmless from all Advisor Indemnified Liabilities. For this purpose, “Advisor
                                         Indemnified Liabilities” shall mean all suits, proceedings, claims, expenses,
                                         losses, costs, liabilities, judgments, deficiencies, assessments, actions, investigations,
                                         penalties, fines, settlements, interest and damages (including reasonable attorneys’
                                         fees and expenses), whether suit is instituted or not and, if instituted, whether at
                                         any trial or appellate level, and whether raised by the parties hereto or a third party,
                                         incurred or suffered by the Advisor Indemnitees or any of them arising from, in connection
                                         with or as a result of Advisor’s negligence in performance or non-performance of
                                         the Services set forth in this Agreement and a breach of any of Company’s representations
                                         under this Agreement; provided, however, Advisor Indemnified Liabilities shall
                                         specifically exclude the gross negligence, willful misconduct or other unlawful acts
                                         of Advisor in connection with its performance of the Services.



		6.	Independent
                                         Agreement. It is understood that this Agreement is independent of and separate from
                                         any agreements that may be entered into between the Company with Newbridge Securities
                                         Corporation (“NSC”), and that any such future agreement with NSC,
                                         if any, will be subject to separate terms and conditions including compensation arrangements
                                         and due diligence conditions. In addition, during the course of this Agreement, it is
                                         anticipated that the Company may, at its sole discretion, enter into one or more corporate
                                         finance transactions with financing sources introduced by Advisor.






 






    	 	 	 



     


    

 


Zoned Properties,
Inc.


Page 4


		7.	Non-Circumvention.
                                                                                                                                                                                                                                                                        The Company irrevocably agree not to circumvent, avoid or by-pass Advisor, either directly or indirectly, nor to contact
                                                                                                                                                                                                                                                                        the clients, partners, vendors, strategic alliance partners, private or public equity providers, nor to avoid payment of
                                                                                                                                                                                                                                                                        fees, in a corporation, trust partnership, or any other entity, either in connection with this Agreement or any other
                                                                                                                                                                                                                                                                        additions, renewals, extensions, rollovers, amendments, re-assignments, or otherwise relating to this Agreement. The Parties
                                                                                                                                                                                                                                                                        specifically acknowledge that as entrepreneurial business people, the form of a benefit or business arrangement arising from
                                                                                                                                                                                                                                                                        this Agreement may take many different structures and that it is the overall intent of this Agreement that Advisor be
                                                                                                                                                                                                                                                                        compensated for benefits derived from the services of Advisor. In such regard, this Agreement should be interpreted broadly
                                                                                                                                                                                                                                                                        and all encompassing.



		8.	Representations
                                         and Warranties of the Company. The Company hereby represents and warrants that any
                                         and all information supplied hereunder to Advisor in connection with any and all services
                                         to be performed hereunder by Advisor for and on behalf of the Company shall be, to the
                                         best of the Company’s knowledge, true, complete and correct as of the date of such
                                         dissemination and shall not fail to state a material fact necessary to make any of such
                                         information not misleading. The Company hereby acknowledges that the ability of Advisor
                                         to adequately provide services as described herein is dependent upon the prompt dissemination
                                         of accurate, correct and complete information to Advisor. The Company further represents
                                         and warrants hereunder that this Agreement and the transactions contemplated hereunder
                                         have been duly and validly authorized by all requisite corporate action; that the Company
                                         has the full right, power and capacity to execute, deliver and perform its obligations
                                         hereunder; and that this Agreement, upon execution and delivery of the same by the Company,
                                         will represent the valid and binding obligation of the Company enforceable in accordance
                                         with its terms. The representations and warranties set forth herein shall survive the
                                         termination or expiration of this Agreement.



		9.	Representations
                                         and Warranties of Advisor. The parties further agree that the Advisor shall not
                                         have the authority to enter into any contract and/or agreement and/or to otherwise bind
                                         the Company in any way to any third party. Advisor hereby warrant and represent that
                                         he/she have the right to perform the serviced contemplated hereby and to disclose to
                                         the Company all information transmitted to potential investors in performance of these
                                         services. The representations and warranties set forth herein shall survive the termination
                                         or expiration of this Agreement.






 






    	 	 	 



     


    

 





Zoned Properties,
Inc. 

Page 5


		10.	Confidentiality.
                                                                                                                                                                                                           The Advisor acknowledges that during the engagement it will have access to and become
                                                                                                                                                                                                           acquainted with various client information, Company records and specifications owned
                                                                                                                                                                                                           or licensed by the Company and/or used by the Company in connection with the operation
                                                                                                                                                                                                           of its business including, without limitation, the Company’s business and product
                                                                                                                                                                                                           processes, methods, customer lists, accounts and procedures. The Advisor agrees that
                                                                                                                                                                                                           it will not directly disclose any of the aforesaid or use any of them in any manner,
                                                                                                                                                                                                           either during the term of this Agreement or at any time thereafter, except as required
                                                                                                                                                                                                           in the course of this engagement with the Company and with the Company’s express
                                                                                                                                                                                                           written permission. The confidentiality obligations under this Agreement shall not apply
                                                                                                                                                                                                           to any portion of the Confidential Information which: (a) at the time of disclosure to
                                                                                                                                                                                                           the party or thereafter is generally available to and known by the public (other than
                                                                                                                                                                                                           as a result of a disclosure directly or indirectly by a party in violation of this Agreement);
                                                                                                                                                                                                           (b) was available to the party on a non-confidential basis from a source other than the
                                                                                                                                                                                                           other party, provided that such source is not and was not bound by a confidentiality
                                                                                                                                                                                                           agreement with a party; (c) has been independently acquired or developed by a party without
                                                                                                                                                                                                           violating any of its obligations under this Agreement; or (d) the disclosure of which
                                                                                                                                                                                                           is legally compelled (whether by deposition, interrogatory, request for documents, subpoena,
                                                                                                                                                                                                           civil or administrative investigative demand or other similar process). In the event
                                                                                                                                                                                                           that a party becomes legally compelled to disclose any of the Confidential Information,
                                                                                                                                                                                                           each party shall provide the other party with prompt prior written notice of such requirement
                                                                                                                                                                                                           so that the other party may seek a protective order or other appropriate remedy and/or
                                                                                                                                                                                                           waive compliance with the terms of this Agreement.



		11.	Independent
                                         Contractor. This Agreement shall not render the Advisor an employee, partner, agent
                                         of, or joint venture with the Company for any purpose. The Advisor is and will remain
                                         an independent contractor in its relationship to the Company. The Company shall not be
                                         responsible for withholding taxes with respect to the Advisor’ compensation hereunder.
                                         The Advisor shall have no claim against the Company hereunder or otherwise for vacation
                                         pay, sick leave, retirement benefits, social security, worker’s compensation, health
                                         or disability benefits, unemployment insurance benefits, or employee benefits of any
                                         kind.



		12.	Amendment. No modification, waiver, amendment, discharge or change of this Agreement shall be
                                         valid unless the same is evidenced by a written instrument, executed by the party against
                                         which such modification, waiver, amendment, discharge, or change is sought.



		13.	Notices.
                                                                                                                                                                                                           All notices, demands or other communications given hereunder shall be in writing and shall be deemed to have been duly
                                                                                                                                                                                                           given when delivered in person or transmitted by facsimile transmission or on the third calendar day after being mailed by
                                                                                                                                                                                                           United States registered or certified mail, return receipt requested, postage prepaid, to the addresses herein above first
                                                                                                                                                                                                           mentioned or to such other address as any party hereto shall designate to the other for such purpose.



		14.	Attorneys
                                         Fees and Costs. If any party to this Agreement brings an action, directly or indirectly
                                         based upon this Agreement or the matters contemplated hereby against the other party,
                                         the prevailing party shall be entitled to recover, in addition to any other appropriate
                                         amounts, its reasonable costs and expenses in connection with such proceeding, including,
                                         but not limited to, reasonable attorneys’ fees and expenses and court costs.









 






    	 	 	 



     


    

 


Zoned Properties,
Inc. 

Page 6


		15.	Assignment
                                         and Subcontractors. This Agreement shall be assignable by Advisor. Company acknowledges
                                         that from time to time, Advisor may enlist a subcontractor to perform some of the Services
                                         provided to Company. In the event services to be performed as outlined in this Agreement
                                         are subcontracted to a third party, the third party shall accept responsibility for the
                                         performance of such activities. Advisor will cease to bear any responsibility related
                                         to the performance of subcontracted services; however the Advisor will act as liaison
                                         between the subcontractor and Company, to monitor the performance of services to be provided
                                         by any third party.



		16.	Securities
                                         Laws. Advisor hereby represents that the Shares that are issuable pursuant to this
                                         Agreement are not registered under the Securities Act of 1933, as amended (the “Securities
                                         Act”) and are being acquired by Advisor for investment and not for sale or
                                         with a view to distribution thereof. Advisor acknowledges and agrees that any sale or
                                         distribution of the Shares may be made only pursuant to either (a) a registration statement
                                         on an appropriate form under the Securities Act, which registration statement has become
                                         effective and is current with regard to the shares being sold, or (b) a specific exemption
                                         from the registration requirements of the Securities Act that is confirmed in a favorable
                                         written opinion of counsel, in form and substance satisfactory to counsel for the Company,
                                         prior to any such sale or distribution. Advisor hereby consents to such action as the
                                         Company deems necessary or appropriate from time to time to prevent a violation of, or
                                         to perfect an exemption from, the registration requirements of the Securities Act or
                                         to implement the provisions of this Agreement, including but not limited to placing restrictive
                                         legends on certificates evidencing shares of Shares (whether or not the restrictions
                                         applicable thereto have lapsed) and delivering stop transfer instructions to the Company's
                                         stock transfer agent.



 


If
these terms are consistent and acceptable with your view of the terms of our relationship, please countersign a copy of this letter
and return it via fax and/or email. Please contact me if you have any questions.


 


	 	Sincerely,
	 	 
	 	Newbridge
    Financial, Inc. 
	 	 
	 	/s/
    Guy S. Amico
	 	Guy
    S. Amico (May 6, 2015)
	 	Executive
Chairman



 


AGREED
TO AND ACKNOWLEDGED this May 6, 2015


 


	 	Zoned Properties, Inc. 	  
	 	 	 	 
	 	By:	Bryan
    McLaren 	 
	 	 	Bryan
    McLaren (May 6, 2015)	 
	 	 	Bryan
    McLaren, President	 





 






    	 	 	 



     


    

 


Zoned Properties,
Inc.

 Page 7


 


EXHIBIT
A


 


ZONED
PROPERTIES, INC.


STOCK
OPTION GRANT NOTICE AND AGREEMENT