Item 1.01. Entry into Material Definitive Agreement.
On January 21, 2022, in connection with the appointment of Jody Kane as a member
of the Board of Directors (the "Board") of Zoned Properties, Inc. (the
"Company"), as described in more detail in Item 5.02 below, the Company entered
into an Indemnification Agreement with Mr. Kane. The Indemnification Agreement
supplements the indemnification provisions provided in the Company's articles of
incorporation, as amended, bylaws and any resolutions adopted pursuant thereto,
and generally provides that the Company shall indemnify Mr. Kane to the fullest
extent permitted by applicable law, subject to certain exceptions, against
expenses, judgments, fines and other amounts actually and reasonably incurred in
connection with Mr. Kane's service as a director and also provides for rights to
advancement of expenses and contribution.
The foregoing description of the Indemnification Agreement is qualified in its
entirety by reference to the complete terms and conditions of the
Indemnification Agreement, a form of which was filed as Exhibit 10.2 to the
Company's Current Report on Form 8-K filed with the Securities and Exchange
Commission on August 24, 2021, and is incorporated by reference into this Item
1.01.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 21, 2022, pursuant to the power granted to the Board in the Company's
articles of incorporation, as amended, and the Company's bylaws, the Board
increased the size of the Board by two persons, to be a total of seven persons.
On the same date, the Board appointed Mr. Kane as a director of the Company, to
fill one of the newly created vacancies, to serve in such position until his
earlier death, resignation or removal from office.
Mr. Kane, age 42, is co-founder and Managing Partner of Diamond Bridge Capital,
an investment firm, where he has managed a portfolio of public and private
investments primarily focused on the small cap sector since 2008. In addition,
since May 2021, Mr. Kane has served as an advisor to Harbor Access LLC, a U.S.
and Canadian based investor relations firm. In this role, he advises companies
on corporate strategy and investor awareness. In addition, Mr. Kane owns and
manages a real estate portfolio in the New York and Connecticut regions. From
August 2014 to July 2020, he served as a research analyst for Wooster Capital
Management, LLC, a hedge fund.
Mr. Kane has a long history in the investment management business, previously
working at the multi-billion dollar Schonfeld Group hedge fund, serving as a
published analyst at Sidoti & Co. and working for the billion dollar Michael
Steinhardt family office. Mr. Kane was one of the first investors in
GrowGeneration Corp. (Nasdaq: GRWG) and served on its board of directors from
May 2014 to January 2018. He graduated from Troy University, with a B.S. in
Finance.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Form of Indemnification Agreement (incorporated by reference to
Exhibit 10.2 to the registrant's Current Report on form 8-K filed with
the Securities and Exchange Commission on August 24, 2021).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
1© Edgar Online, source Glimpses
ZONED PROPERTIES, INC. 
