OTC: ZDPY

The Company has the following wholly owned subsidiaries:

●
Chino Valley
Properties, LLC (“Chino Valley”) was organized in the State of Arizona on April 15, 2014.

●
Kingman Property Group,
LLC (“Kingman”) was organized in the State of Arizona on April 15, 2014.

●
Green Valley Group, LLC
(“Green Valley”) organized in the State of Arizona on April 15, 2014.

●
Zoned Arizona Properties,
LLC (“Zoned Arizona”) was organized in the State of Arizona on June 2, 2017.

●
Zoned Advisory Services,
LLC (“Zoned Advisory”) was organized in the State of Arizona on July 27, 2018.

●
Zoned Properties Brokerage,
LLC (“Arizona Brokerage”) was organized in the State of Arizona on March 17, 2021.

●
ZP Data Platform 1, LLC
(“ZP Data 1”) was organized in the State of Arizona on April 14, 2021 (inactive).

●
ZP Data Platform 2, LLC
(“ZP Data 2”) was organized in the State of Arizona on June 21, 2022.

●
ZP RE Holdings, LLC (“ZPRE
Holdings”) was organized in the State of Arizona on September 20, 2022.

●
ZP Brokerage MS, LLC (“Mississippi
Brokerage”) was organized in the State of Mississippi on October 4, 2022 (inactive and dissolved on January 13, 2025).

●
ZP Brokerage FL, LLC (“Florida
Brokerage”) was organized in the State of Florida on October 20, 2022.

●
ZP Brokerage AL, LLC (“Alabama
Brokerage”) was organized in the State of Alabama on October 20, 2022 (inactive and dissolved on January 9, 2025).

●
ZP RE MI Woodward, LLC
(“ZP Woodward”) was organized in the State of Michigan on November 22, 2022

●
ZP Brokerage MO, LLC (“Missouri
Brokerage”) was organized in the State of Missouri on November 30, 2022 (inactive and dissolved on January 13, 2025).

●
ZP RE IL Ashland, LLC (“ZP
Ashland”) was organized in the State of Illinois on February 14, 2024.

●
ZP RE AZ DYSART. LLC (“ZP
Dysart”) was organized in the State of Arizona on May 24, 2024.

1

The Company also maintains a 50% equity interest in two joint ventures
which are inactive as of December 31, 2025.

On January 15, 2026,
the Company entered into an Asset Purchase Agreement (the “MBO APA”) by and among the Company, Zoned Arizona, ZP Dysart,
ZPRE Holdings (collectively, Zoned Arizona, ZP Dysart and ZPRE Holdings, the “Real Property Sellers” and, together with the
Company, the “Seller Parties” and each, a “Seller Party”), and BPB Partners, LLC (the “Buyer”). The
Buyer is owned by Bryan McLaren, the Company’s Chairman of the Board, Chief Executive Officer and Chief Financial Officer; Berekk
Blackwell, the Company’s President and Chief Operating Officer; and Patrick Moroney.

Pursuant to the terms
of the MBO APA, the Seller Parties agreed to sell to the Buyer, and the Buyer agreed to purchase from the Seller Parties, subject to
the terms of the MBO APA, all of the Seller Parties’ rights, title and interest in and to the Company’s business, as described
in the Company’s filings with the Securities and Exchange Commission (the “Business”), and the assets, properties and
rights of the Seller Parties, subject to modification as set forth in the MBO APA, and other than the Excluded Assets (as defined in
the MBO APA) (the “Assets”). The Assets include, among other things, (i) the real property located at 410 S. Madison Drive,
Tempe, AZ; (ii) the real property located at 13150 W. Bell Road, Surprise, AZ; (iii) the real property located at 3455 S. Ashland Avenue,
Chicago, IL; (iv) the Company’s membership interests in ZPRE Holdings, Arizona Brokerage, Florida Brokerage, ZP Data 2, ZP Ohio
B, LLC (“ZP Ohio B”), and Zoneomics Green, LLC (“Zoneomics Green”); (v) all rights under all contracts to which
any Seller Party is a party or is bound as of the closing date that is related to the Business; (vi) all intellectual property of the
Seller Parties; (vii) all prepaid expenses, security deposits, and certain other operational assets; and (vii) potentially certain additional
assets that may be acquired by the Seller Parties prior to the closing of the MBO, as discussed below.

Closing of the MBO is
subject to certain closing conditions, including, but not limited to, approval by the Company’s stockholders and the Buyer obtaining
financing.

If the MBO APA is approved
by the Company’s stockholders, as required, the Company expects that the closing of the MBO will take place by the end of 2026.
Assuming that the MBO APA is approved by the Company’s stockholders, as required, and the Company can successfully sell and liquidate
100% of the Company’s assets and operations, the Company expects (i) to pay off any remaining debt, settle any remaining accounts
and agreements, liquidate the Company’s outstanding preferred shares, and then distribute the net available balance of cash to
stockholders as a return of capital through a special dividend, and (ii) to subsequently complete a reverse merger or other transaction
involving the public company.

See “—Our
Business—Management Buyout Asset Purchase Agreement” for additional information regarding the MBO APA and the MBO.

Additionally, on December 31, 2025, the Company,
through its wholly owned subsidiaries Chino Valley, Green Valley, and Kingman (collectively, the “Landlords”), entered into
Amended and Restated Absolute Net Lease Agreements (the “A&R Leases”) with the respective tenant entities Broken Arrow
Herbal Center, Inc. (Chino Valley and Green Valley) and CJK, Inc. (Kingman) (each, a “Tenant”), each with an effective date
of January 1, 2026. Each A&R Lease provides for an initial term of 14 years commencing January 1, 2026 and ending December 31, 2039,
unless earlier terminated pursuant to its terms. The A&R Leases was contingent upon, among other conditions, the consummation of
a change of control transaction involving the Tenant(s), including the transfer of majority ownership and control of the applicable Tenant
to A&R Consultants, LLC (or its designee) and the transfer of the applicable cannabis license to A&R Consultants, LLC (or its
designee).The contingencies were resolved on March 31, 2026. The A&R Leases include, among other provisions, (i) a right of first
refusal with a right of first refusal period of up to 60 days and (ii) a short-term exclusive option that permits the Tenant to purchase,
on an all-or-none basis, the three leased properties (Chino Valley, Green Valley and Kingman) for an aggregate purchase price of $9.0
million (the “Purchase Option”). The Purchase Option originally stated that the Purchase Option may be exercised during an
option period ending March 30, 2026; however, the parties have subsequently agreed that optionee will have until April 10, 2026 to exercise
the Purchase Option, and if exercised, requires a closing no later than June 30, 2026. The Purchase Option contemplates (a) a $400,000
non-refundable earnest money deposit to be applied toward the down payment, (b) a $4.0 million cash down payment at closing, and (c)
$5.0 million of seller financing. The seller financing would bear interest at 7% per annum over a 36-month term with payments calculated
on a 15-year amortization schedule and a balloon payment at maturity, and would be secured by loan documentation (including a loan agreement,
promissory note and deeds of trust) against all three properties. The properties would be conveyed on an as-is/where-is basis without
representations or warranties from the applicable landlord/seller. In connection with the anticipated change of control transaction for
the Chino Valley Tenant, on December 30, 2025, the Company, through Chino Valley Properties, LLC, entered into a Consent of Landlord
and Agreement Regarding Lease (the “Consent Agreement”) with Broken Arrow Herbal Center, Inc., AC Management Group, LLC (the
existing guarantor), A&R Consultants, LLC (the new guarantor) and Elevate Holdings, Group, LLC. The Consent Agreement provided, among
other things, that the Landlord’s consent to the sale transaction was conditioned on the payment to Landlord at closing of (i) $389,984
for past due rent, additional rent and late charges and (ii) $965,000 as compensation for rent concessions reflected in the A&R Lease, both of which was received by the Company on March 31, 2026.
Upon receipt of such amounts, the Consent Agreement provided for the release of the existing guarantor from liability for periods after
closing and A&R Consultants, LLC executed a new guaranty of the A&R Lease.

Our Business

The core of our business operations involves
identifying, securing, acquiring, and leasing commercial properties that intend to operate within highly regulated industries, including
the legalized cannabis industry. Within highly regulated industries, local municipalities typically develop strict regulations, including
zoning and permitting requirements related to commercial real estate, that dictate the specific locations and parameters under which
regulated properties can operate, including cannabis properties. We often refer to these requirements as cannabis approvals. These regulations
often include complex permitting processes that require longer development timelines than traditional commercial real estate and can
include non-standard codes governing each location; for example, restricting a regulated property or facility from operating within a
certain distance of any parks, schools, churches, or residential districts, or restricting a regulated property from operating outside
a defined set of hours of operation.

2

Due to the complex nature of the Company’s
core business operations and target investment properties, the Company may secure dozens of potential property candidates for acquisition
and prospective tenant candidates for leasing at any given time, all in the normal course of business. The process of securing a potential
property candidate may include completing contractual agreements such as an option agreement or a purchase agreement, which may include
various contingencies and conditions precedent related to the ultimate consummation of the acquisition, investment, or transaction. Simultaneously
with the securing of potential property candidates, the Company will advertise and market a property to prospective tenant candidates
for a long-term, absolute-net lease agreement, which may include various contingencies and conditions precedent related to the ultimate
commencement of the lease and tenancy. In order to deliver a successful investment property transaction, the Company must collectively
receive all cannabis approvals from state and local governing authorities that may be required at a given property, secure a qualified
tenant to lease and operate the property, and complete the acquisition of the property.

The Company’s current investment properties
are located in Arizona, Illinois, and Michigan with 100% occupancy and a weighted average lease term over 10 years. Each of the Company’s
leased properties is occupied by a commercial cannabis tenant.

Zoned Properties maintains a portfolio of properties
that it owns, develops and leases. As of April 1, 2026, the Company leases land and/or building space at the seven properties in its
portfolio to licensed and regulated cannabis tenants in areas with established cannabis regulations and zoning procedures. Four of the
leased properties are zoned and permitted as regulated cannabis retail dispensaries, two of the leased properties are zoned and permitted
as regulated cannabis cultivation and processing facilities, and one property is land leased currently under development to for a regulated
cannabis retail dispensary.

There are significant challenges that take place
when zoning, permitting, and developing real estate with facilities that intend to operate within a regulated industry, including the
legalized cannabis industry. Each state and local jurisdiction may adopt specific zoning and permitting regulations that may be unique
compared to alternative jurisdictions. The Company has gained valuable knowledge and developed best practices in this area by successfully
completing projects for third party clients across the country in multiple states, as well as our own projects located in Arizona, Illinois,
and Michigan, each highly regulated markets for the legalized cannabis industry.

The process for obtaining zoning authorizations
and permitting for a regulated cannabis facility can take months or sometimes years to complete. The process primarily involves working
directly with the local government representatives following state-level legalization. Notwithstanding proper zoning and permitted use,
we may work with local zoning authorities in order to revise zoning codes and regulations. The Company has been involved with local representatives
on behalf of our own properties held in our portfolio and on behalf of third-party clients across the nation. For example, the Company
worked directly with local representatives in Tempe, Arizona to update the local zoning code that regulates licensed cannabis facilities.
The successfully adoption of these code amendments can directly impact the continued development of any licensed cannabis facilities
that operate within municipal limits.

In the event a property is not currently zoned
correctly or does not currently allow permitted use as a regulated cannabis facility, we may work with local authorities to rezone the
property or seek changes to existing zoning codes or permitted uses. Our efforts may not be successful. In the event that local zoning,
permitting or any other required cannabis approvals are not received, a prospective investment property opportunity may fail, in which
case the Company would move to terminate any agreements in place with prospective property sellers and prospective tenants at the property.
While the Company intends to include contingencies and conditions precedent in its agreements with property sellers and prospective tenants,
it may be possible that these risk mitigants fail, causing the Company to incur fess and/or lose escrow deposits.

3

The Company has established a network of experts
in various fields of real estate: title and escrow, property insurance, property lending, property technology, commercial banking, commercial
brokerage, property design and construction, property management and operations, and property security in order to provide tenants and
clients with a full-spectrum of real estate solutions to best meet their needs. We require our prospective tenants and clients to go
through due diligence in order to meet the Company’s standards.

As of April 1, 2026, we are the sole member of
13 limited liability companies: Chino Valley, Green Valley, Kingman, Zoned Arizona, Zoned Advisory, ZP Data 1, ZP Data 2, Arizona Brokerage,
Florida Brokerage, ZPRE Holdings, ZP Woodward, ZP Dysart, and ZP Ashland. Seven of these entities—Zoned Arizona, Green Valley, Kingman,
Chino Valley, ZPRE Holdings, ZP Woodward, and ZP Dysart have acquired land and/or real property and own our properties.

As it relates to the regulated cannabis industry,
we are strictly a non-plant touching organization.

The Company currently believes that the challenges
of operating as a public company in the regulated cannabis space have created a capital environment that will not allow for the continued
expansion of the Company and/or the continued operations of the Company’s core business. As such, and as previously disclosed, the
Company believes it is in the best interest of its shareholders to liquidate 100% of the Company’s assets and operations, and subsequently
return net cash available back to its shareholders. See “—Management Buyout Asset Purchase Agreement” below.

Management Buyout Asset Purchase Agreement

On January 15, 2026, the Company entered into
the MBO APA by and among the Seller Parties and the Buyer. The Buyer is owned by Bryan McLaren, the Company’s Chairman of the Board,
Chief Executive Officer and Chief Financial Officer; Berekk Blackwell, the Company’s President and Chief Operating Officer; and
Patrick Moroney.

The Company formed the Committee, consisting
of its three independent directors, that has reviewed, negotiated and overseen the MBO APA and the other transaction documents and the
MBO. The Committee approved the MBO APA, the other transaction documents and the MBO, prior to its execution. The MBO APA and the other
transaction documents and the MBO were also approved by the full Board prior to its execution.

Pursuant to the terms of the MBO APA, the Seller
Parties agreed to sell to the Buyer, and the Buyer agreed to purchase from the Seller Parties, subject to the terms of the MBO APA, all
of the Seller Parties’ rights, title and interest in and to the Business, and the Assets. The Assets include, among other things,
(i) the real property located at 410 S. Madison Drive, Tempe, AZ; (ii) the real property located at 13150 W. Bell Road, Surprise, AZ;
(iii) the real property located at 3455 S. Ashland Avenue, Chicago, IL; (iv) the Company’s membership interests in ZPRE Holdings,
Arizona Brokerage, Florida Brokerage, ZP Data 2, ZP Ohio B, and Zoneomics Green; (v) all rights under all contracts to which any Seller
Party is a party or is bound as of the closing date that is related to the Business; (vi) all intellectual property of the Seller Parties;
(vii) all prepaid expenses, security deposits, and certain other operational assets; and (vii) potentially certain additional assets
that may be acquired by the Seller Parties prior to the closing of the MBO, as discussed below.

Subject to adjustment as set forth in the MBO
APA, the purchase price for the Assets will be $7,000,000, less the Assumed Indebtedness (as defined in the MBO APA) (the “Purchase
Price”).

The parties to the MBO APA acknowledged and agreed
that between January 15, 2026 and the date of the closing of the MBO, the Company or one or more affiliates of the Company may acquire
or invest in additional real estate assets (“Additional Assets”). Upon acquisition of or investment in the Additional Assets,
(i) such Additional Assets shall be deemed included in the “Assets” for purposes of the MBO APA, (ii) the Purchase Price
will be increased by the amount of the cash purchase price paid therefor by the Company or its affiliate, (iii) the Purchase Price will
be decreased by the amount of any cash and/or debt instruments issued by the Company or its affiliate to the seller of such Additional
Assets (the “Additional Asset Acquisition Indebtedness”), and (iv) such Additional Asset Acquisition Indebtedness will be
deemed included in the assumed liabilities pursuant to the MBO APA.

4

The parties to the MBO APA also acknowledged
and agreed that between January 15, 2026 and the closing of the MBO, the Company may sell the real estate assets located at 23622-23634
Woodward Avenue, Pleasant Ridge, MI (the “Pleasant Ridge Assets”) to a third party for a purchase price to be determined.
The Pleasant Ridge Assets are not currently included in the “Assets” for purposes of the MBO APA. In the event that the sale
of the Pleasant Ridge Assets is not consummated prior to the closing, then the Pleasant Ridge Assets will be deemed included in the “Assets”
and the Purchase Price will be increased by the amount of the appraisal value of the Pleasant Ridge Assets, as determined as set forth
in the MBO APA.

The parties to the MBO APA further acknowledged
and agreed that between January 15, 2026 and the closing, the Company may sell the real estate assets located at 2144 N. Road 1 East,
Chino Valley, AZ; 2095 Northern Avenue, Kingman, AZ; and 1732 W. Commerce Point Place, Green Valley, AZ (collectively, the “CKG
Properties”) to a third party for a total purchase price of $9,000,000 (the “CKG Purchase Price”), of which $4,000,000
is expected to be paid in cash and $5,000,000 is expected to be paid via a promissory note payable to the Company (the “CKG Note”).
In the event that the sale of the CKG Properties is not consummated prior to the closing, then the CKG Properties will be deemed included
in the “Assets” and the Purchase Price will be increased by the amount of the CKG Purchase Price.

If the sale of the CKG
Properties is consummated prior to the closing, then the CKG Properties will not be included in the “Assets,” but the CKG
Note will be included in the “Assets” for purposes of the MBO APA, and the Purchase Price will be increased by the principal
amount of the CKG Note.

Pursuant to the terms
of the MBO APA, the MBO APA may be terminated at any time prior to the closing by:

(a) The mutual
agreement of the parties, each in their sole discretion;

(b) The Company
or by Buyer if there shall be in effect a final non-appealable order, judgment, injunction or decree entered by or with a governmental
entity restraining, enjoining or otherwise prohibiting the consummation of the MBO;

(c) The Buyer
if there shall have been a breach in any material respect of any representation, warranty, covenant or agreement on the part of any Seller
Party, which breach has not been cured within 10 days after receipt of notice of such breach by the Company;

(d) The Company
if there shall have been a breach in any material respect of any representation, warranty, covenant or agreement on the part of Buyer,
which breach has not been cured within 10 days after receipt of notice of such breach by Buyer;

(e) Any party
in the event that the closing has not occurred by September 30, 2026, which date may be extended by 90 days as set forth in the MBO APA;

(f) Written
notice by Buyer to the Company, if there shall have been a “Seller Material Adverse Effect” (as defined in the MBO APA) following
the Effective Date which is uncured for at least 20 business days after written notice by the Buyer;

(g) The Buyer,
during the 180-day period following the Effective Date, if the Buyer determines that its due diligence review is not satisfactory for
any reason in its sole discretion; or

(h) The Company,
in the event it receives a proposal on terms more favorable to the Company’s stockholders than those set forth in the MBO APA,
subject to the terms of the MBO APA, prior to the date that is the later of (i) the date on which the Company receives stockholder approval
as set forth in the MBO APA, and July 14, 2026 (the date on which the Buyer’s due diligence period expires).

5

The closing of the MBO
is subject to certain closing conditions, including, but not limited to, (i) the Company and the Committee having received an opinion
as to the fairness of the transactions, from a financial point of view, to the shareholders of the Company, and such opinion remaining
valid and in full force and effect as of the closing; (ii) MBO APA and the transactions set forth therein being approved by both (1)
the shareholders of the Company holding a majority of the voting power of the Company, as required by Nevada law, and (2) shareholders
of the Company holding a majority of the voting power of the Company, but excluding for such purposes any such shareholder, and shares
or stock of the Company, held by any persons who own, control or have any interest in the Buyer (i.e., a ‘majority of the minority’
uninterested shareholders); (iii) receipt of any required regulatory approvals; (iv) raising by the Buyer of the capital required, in
its sole discretion, to fund the Purchase Price; and (v) other customary closing conditions. The MBO APA contains customary representations,
warranties and covenants.

If the MBO APA is approved
by the Company’s stockholders, as required, the Company expects that the closing of the MBO will take place by the end of 2026.
Assuming that the MBO APA is approved by the Company’s stockholders, as required, and the Company can successfully sell and liquidate
100% of the Company’s assets and operations, the Company expects (i) to pay off any remaining debt, settle any remaining accounts
and agreements, liquidate the Company’s outstanding preferred shares, and then distribute the net available balance of cash to
stockholders as a return of capital through a special dividend, and (ii) to subsequently complete a reverse merger or other transaction
involving the public company.

Recent Corporate History and Transactions

Lease Agreements with Significant Tenants

Our property located in Chino Valley is leased
by Broken Arrow Herbal Center, Inc. (“Broken Arrow”), doing business as JARS Cannabis.

Our property located in Green Valley is leased
by Broken Arrow, doing business as JARS Cannabis.

Our property located in Kingman is leased by
CJK, Inc. (“CJK”), doing business as JARS Cannabis.

Our property located in Tempe is leased by VSM,
LLC (“VSM”), doing business as Green Dot Labs.

Our property located in Pleasant Ridge is leased
by Rapid Fish, LLC (“Rapid Fish”), doing business as NOXX Cannabis.

Our property located in Chicago is leased by
JG IL LLC (“Justice Grown”), doing business as Justice Cannabis Co.

Our land located in Surprise, AZ is leased by
The Pharm, LLC (“Sunday Goods”), doing business as Sunday Goods.

Chino Valley, AZ

On May 1, 2018, Chino Valley and Broken Arrow
entered into a Licensed Medical Marijuana Facility Triple Net (NNN) Lease Agreement dated May 1, 2018 between Chino Valley and Broken
Arrow (the “2018 Chino Valley Lease”), with a term of 22 years, expiring April 30, 2040. The 2018 Chino Valley Lease provided
for payment by Broken Arrow of a fixed monthly base rent of $35,000, as well as real property taxes, personal property taxes, privilege,
sales, rental, excise, use and/or other taxes (excluding income or estate taxes) levied upon or assessed against Chino Valley. In addition,
pursuant to the terms of the 2018 Chino Valley Lease, Broken Arrow agreed to maintain insurance in full force during the term of the
2018 Chino Valley Lease and any other period of occupancy of the premises by Broken Arrow. On January 1, 2019, Chino Valley and Broken
Arrow entered into that the First Amendment to the 2018 Chino Valley Lease, pursuant to which the monthly base rent was increased from
$35,000 to $40,000. Except for the increase in base rent, the terms of the 2018 Chino Valley Lease remain in full force and effect.

On May 29, 2020, Chino Valley and Broken Arrow
entered into a Second Amendment to the 2018 Chino Valley Lease, as amended (the “2020 Chino Valley Amendment”), effective
May 31, 2020 (“Effective Date”). Pursuant to the terms of the 2020 Chino Valley Amendment, among other things, the base rent
was adjusted to $32,800 per month, and the base rent was abated from June 1, 2020 to July 31, 2020. Any increase in the rentable area
of the leased premises will result in an increase in all amounts calculated based on the same, including, without limitation, base rent.
Pursuant to the terms of the 2020 Chino Valley Amendment, the parties agreed that if there is any change in laws such that the dispensing,
sale or cultivation of marijuana upon the premises is prohibited or materially and adversely affected as mutually and reasonably determined
by Chino Valley and Broken Arrow, Broken Arrow may terminate the 2018 Chino Valley Lease, as amended, by delivering written notice to
Chino Valley, together with a termination payment which shall be the sum of (i) any unpaid rent and interest, plus (ii) 5% of the base
rent which would have been earned after termination for the balance of the term. In addition, the parties agreed that from the period
from the Effective Date to June 30, 2022 (the “Improvement Period”), Broken Arrow or its affiliate, CJK, will invest a combined
total of at least $8,000,000 of improvements (“Investment by Tenants”) in and to the property that is the subject of the
Chino Valley Lease and the property that is the subject of the Tempe Lease (discussed below, and collectively referred to as the “Facilities”).
The Company’s Significant Tenants completed the Investment by Tenants to the Facilities totaling in excess of $8,000,000 and have
satisfied the contractual obligations related to the same.

6

On August 23, 2021, Chino Valley and Broken Arrow
entered into the Third Amendment (the “Third Chino Valley Amendment”) to the 2018 Chino On August 23, 2021, Chino Valley
and Broken Arrow entered into the Third Amendment (the “Third Chino Valley Amendment”) to the 2018 Chino Valley Lease, as
amended (the “Chino Valley Lease”), effective September 1, 2021. The parties previously agreed that the base rental payments
under the Chino Valley Lease would increase commensurate to any and all expanded and operational square footage on the premises by calculating
the fixed rate of $0.82 per square foot per month by the new operational square footage. Accordingly, in the Third Chino Valley Amendment,
the parties agreed that, as of September 1, 2021, the rental payment is increased to $55,195 per month base rental payment, plus additional
rental payments, as a result of the increase in the square footage to 67,312 square feet of operational space. This lease modification
qualified as a separate contract as the modification grants the tenant additional right of use not included in the original lease, as
amended, and the increase in monthly rent payments is commensurate with the standalone price for the additional square footage being
leased.

On January 24, 2022 and effective on March 1,
2022, Chino Valley and Broken Arrow entered into the Fourth Amendment (the “Fourth Chino Valley Amendment”) to the Chino
Valley Lease, as amended. Pursuant to the terms of the Fourth Chino Valley Amendment, the parties acknowledge that an additional 30,000
square feet have become operational, increasing the premises to a total of 97,312 square feet of operational space. In connection with
the Fourth Chino Valley Amendment, the Company paid $500,000 to Tenant as a tenant improvement allowance or lease incentive for investment
into the premises, which was capitalized as a lease incentive receivable and is recognized on a straight-line basis over the remaining
lease term as a reduction to the property investment portfolio revenues. Pursuant to the terms of the Fourth Chino Valley Amendment,
effective March 1, 2022, the monthly base rent was increased to $87,581, representing an increase from $0.82 per square foot to $0.90
per square foot, for all current and future operational square footage that may be developed as the premises continue to expand.

During 2025, Broken Arrow faced operational challenges
that impaired their ability to meet contractual rent obligations. As of December 31, 2025, Broken Arrow remitted approximately 7% of
the September to December 2025 rent due. On September 29, 2025, the Company delivered a notice of default to Broken Arrow. The Company
and Broken Arrow have entered into a Consent Agreement (see Note 14 – Subsequent Events on our consolidated financial statements)
providing for an agreement by Broken Arrow to complete payment of the full rent amount outstanding. The Company received the full rent
amount outstanding on March 31, 2026.

On December 31, 2025, Chino Valley entered into
an Amended and Restated Absolute Net Lease Agreements with Broken Arrow Inc. with an effective date of January 1, 2026 (See Note 14 -
Subsequent Events on our consolidated financial statements).

As discussed above, the A&R Leases include,
among other provisions, (i) a right of first refusal with a right of first refusal period of up to 60 days and (ii) a short-term exclusive
option that permits the Tenant to purchase, on an all-or-none basis, the three leased properties (Chino Valley, Green Valley and Kingman)
for an aggregate purchase price of $9.0 million (the “Purchase Option”). The Purchase Option originally stated that the Purchase
Option may be exercised during an option period ending March 30, 2026; however, the parties have subsequently agreed that optionee will
have until April 10, 2026 to exercise the Purchase Option, and if exercised, requires a closing no later than June 30, 2026. The Purchase
Option contemplates (a) a $400,000 non-refundable earnest money deposit to be applied toward the down payment, (b) a $4.0 million cash
down payment at closing, and (c) $5.0 million of seller financing.

Green Valley, AZ

On May 1, 2018, Green Valley and Broken Arrow
entered into a Licensed Medical Marijuana Facility Triple Net (NNN) Lease Agreement dated May 1, 2018 between Green Valley and Broken
Arrow (the “Green Valley Lease”), with a term of 22 years, expiring April 30, 2040. The Green Valley Lease provided for payment
by Broken Arrow of a fixed monthly base rent of $3,500, as well as real property taxes, personal property taxes, privilege, sales, rental,
excise, use and/or other taxes (excluding income or estate taxes) levied upon or assessed against Chino Valley. In addition, pursuant
to the terms of the Green Valley Lease, Broken Arrow agreed to maintain insurance in full force during the term of the Green Valley Lease
and any other period of occupancy of the premises by Broken Arrow.

On May 29, 2020, Green Valley and Broken Arrow
entered into the First Amendment (the “Green Valley Amendment”) to the Green Valley Lease, effective May 31, 2020. The Green
Valley Amendment provides that any increase in the rentable area of the leases premises will result in an increase in all amounts calculated
based on the same, including, without limitation, base rent. The parties also agreed that if there is any change in laws such that the
dispensing, sale or cultivation of marijuana upon the premises is prohibited or materially and adversely affected as mutually and reasonably
determined by Green Valley and Broken Arrow, Broken Arrow may terminate the Green Valley Lease by delivering written notice to Green
Valley, together with a termination payment which shall be the sum of (i) any unpaid rent and interest, plus (ii) 5% of the base rent
which would have been earned after termination for the balance of the term.

On December 31, 2025, Green Valley entered into
an Amended and Restated Absolute Net Lease Agreements with Broken Arrow, with an effective date of January 1, 2026 (See Note 14 -Subsequent
Events on our consolidated financial statements).

7

Tempe, AZ

On May 1, 2018, and amended on May 29, 2020,
Zoned Arizona and CJK entered into that certain Licensed Medical Marijuana Facility Triple Net (NNN) Lease Agreement dated May 1, 2018
between Zoned Arizona and CJK (the “Tempe Lease”), with a term of 22 years, expiring April 30, 2040. The Tempe Lease provided
for payment by CJK of a fixed monthly base rent of $33,500, as well as real property taxes, personal property taxes, privilege, sales,
rental, excise, use and/or other taxes (excluding income or estate taxes) levied upon or assessed against Zoned Arizona. In addition,
pursuant to the terms of the Tempe Lease, CJK agreed to maintain insurance in full force during the term of the Tempe Lease and any other
period of occupancy of the premises by CJK.

On May 29, 2020, Zoned Arizona and CJK entered
into the First Amendment (the “Tempe Amendment”) to the Tempe Lease, effective May 31, 2020. Pursuant to the terms of the
Tempe Amendment, among other things, the base rent was increased to $49,200 per month. Any increase in the rentable area of the leased
premises will result in an increase in all amounts calculated based on the same, including, without limitation, base rent. Pursuant to
the terms of the Tempe Amendment, the parties agreed that if there is any change in laws such that the dispensing, sale or cultivation
of marijuana upon the premises is prohibited or materially and adversely affected as mutually and reasonably determined by Zoned Arizona
and CJK, CJK may terminate the Tempe Lease by delivering written notice to Zoned Arizona, together with a termination payment which shall
be the sum of (i) any unpaid rent and interest, plus (ii) 5% of the base rent which would have been earned after termination for the
balance of the term.

In addition, under the Tempe Amendment the parties
agreed to an Investment by Tenant (as defined above in the subheading Chino Valley) to the property that is the subject of the
Chino Valley Lease and the property that is the subject of the Tempe Lease. The Company’s Significant Tenants have completed the
Investment by Tenants to the Facilities totaling in excess of $8,000,000 and have satisfied the contractual obligations related to the
same.

In connection with a promissory note (See Note
8), on July 11, 2022 and reaffirmed on December 7, 2022, the Company entered into a Deed of Trust Agreement that secures the Company’s
performance under the promissory note. The Deed of Trust Agreement transfers and assigns to the lender the right to sell the assets of
Tempe and rights to rental income in case of default under the promissory note.

On November 30, 2022, Zoned Arizona, CJK, and
VSM entered into that Second Amendment (the “Tempe Second Amendment”) to the Tempe Lease, as amended. Concurrently with the
execution of the Tempe Second Amendment: (i) CJK assigned all its interest in the Tempe Lease to VSM (the “Assignment”),
and (ii) VSM subleased a portion of the Premises (as defined in the Tempe Lease), pursuant to that certain Sublease dated November 30,
2022 between VSM, as sublessor, and CJK, as sublessee.

Pursuant to the terms of the Tempe Second Amendment,
among other things, and in consideration of Zoned Arizona’s agreement to enter into the Tempe Second Amendment: (i) VSM paid Zoned
Arizona $300,000 (the “Assignment Fee”), (ii) VSM agreed to commit at least $3,000,000 to be spent toward capital improvements
to the Premises within two years after the effective date of the Tempe Second Amendment (the “Capital Commitment”), (iii)
VSM agreed to deposit an additional security deposit (the “Additional Security Deposit”) of $147,600 to be held by Zoned
Arizona per the terms of the Tempe Lease, and (iv) VSM agreed to cause its affiliate, GDL Inc. (doing business as Green Dot Labs) (“GDL”)
to execute and deliver to Zoned Arizona that Guaranty of Payment and Performance dated on the same date as the Tempe Amendment, which
Guaranty of Payment and Performance requires GDL to guarantee and be liable for VSM’s compliance with and performance under the
Tempe Lease. The Guaranty of Payment and Performance was entered into on November 30, 2022. If VSM fails to deliver to Zoned Arizona
invoices or other documentation acceptable to Zoned Arizona showing the Capital Commitment has been satisfied in a timely manner, VSM
will be in default under the Tempe Lease. No other terms of the Tempe Lease were modified. Therefore, the Company’s accounting
for the lease remained unchanged subsequent to the Tempe Second Amendment and Assignment.

Pursuant to ASC 842-10-25, the lease modification
was not accounted for as a separate contract and the Company accounted for the modification as if it were a termination of the existing
lease and the creation of a new lease that commenced on the effective date of the modification. Accordingly, the Company recorded the
$300,000 as a contract liability and will amortize the $300,000 Assignment Fees into rental revenue on a straight-line basis over the
remaining term of the lease through April 2040. On December 31, 2025 and 2024, contract liability related to this lease modification
amounted to $246,890 and $264,115, respectively, which has been included in contract liabilities on the accompanying consolidated balance
sheets.

As of June 1, 2025, VSM has satisfied the Capital
Commitment and completed more than $3,000,000 worth of improvements to the Tempe property.

Additionally, on the Tempe property, the Company
leases parking lot space for an antenna location to a third party.

8

Kingman, AZ

On May 1, 2018, Kingman and CJK entered into
a Licensed Medical Marijuana Facility Triple Net (NNN) Lease Agreement dated May 1, 2018 between Kingman and CJK (the “Kingman
Lease”), with a term of 22 years, expiring April 30, 2040. The Kingman Lease provides for payment by CJK of a fixed monthly base
rent of $4,000, as well as real property taxes, personal property taxes, privilege, sales, rental, excise, use and/or other taxes (excluding
income or estate taxes) levied upon or assessed against Kingman. In addition, pursuant to the terms of the Kingman Lease, CJK agreed
to maintain insurance in full force during the term of the Kingman Lease and any other period of occupancy of the premises by CJK.

On May 29, 2020, Kingman and CJK entered into
the First Amendment (the “Kingman Amendment”) to the Kingman Lease, effective May 31, 2020. The Kingman Amendment provides
that any increase in the rentable area of the leases premises will result in an increase in all amounts calculated based on the same,
including, without limitation, base rent. The parties also agreed that if there is any change in laws such that the dispensing, sale
or cultivation of marijuana upon the premises is prohibited or materially and adversely affected as mutually and reasonably determined
by Kingman and CJK, CJK may terminate the Kingman Lease by delivering written notice to Kingman, together with a termination payment
which shall be the sum of (i) any unpaid rent and interest, plus (ii) 5% of the base rent which would have been earned after termination
for the balance of the term.

On November 30, 2022, Kingman and CJK entered
into the Second Amendment (the “Kingman Second Amendment”) to the Licensed Medical Marijuana Facility Triple Net (NNN) Lease
Agreement dated May 1, 2018 between Kingman and CJK. Pursuant to the terms of the Kingman Second Amendment, CJK agreed to grant Kingman
a right to terminate the Kingman Lease upon 15 days’ prior written notice in Kingman’s sole discretion, without any obligation
to do so, provided that Kingman may not exercise this right to terminate if CJK is operating its business as a going concern at the premises
which is the subject of the Kingman Lease.

On August 2, 2023, the Company consented to a
Sublease Agreement (the “Sublease”) with CJK and a subtenant in connection with the Company’s Kingman property. Pursuant
to the Sublease, the Sublease shall be effective on August 2, 2023 and end on the one year anniversary, or (ii) the last day of the Term
of the Master Lease (whether due to expiration or termination thereof by the Company, whichever is earlier (the “Sublease Expiration
Date”), such period being referred to herein as the “Sublease Term”, unless terminated earlier pursuant to the terms
of this Sublease or otherwise by consent of the Company, CJK and Subtenant. The subtenant had two options to extend the Sublease Term
by one-year periods each (each a “Sublease Term Extension” and collectively the “Sublease Term Extensions”),
which were exercisable by Subtenant no later than 90 days prior to the expiration of the Sublease Term, as may be extended. In August
2024, the Sublease was not renewed and the Sublease expired. Upon expiration of the Sublease, the Security Deposit of $14,960 was refunded
to the subtenant. The Kingman Lease remains in place; however, the Kingman property is currently non-operational.

On December 31, 2025, Kingman entered into an
Amended and Restated Absolute Net Lease Agreements with CJK, Inc., with an effective date of January 1, 2026 (See Note 14 - Subsequent
Events on our consolidated financial statements).

Pleasant Ridge, MI

On November 29, 2022, ZP Woodward, as landlord,
entered into a Licensed Cannabis Facility Absolute Net Lease Agreement (the “Woodward Lease”) with Rapid Fish 2 LLC, as tenant
(“Woodward Tenant”), whereby ZP Woodward leased the “Woodward Property” located in Pleasant Ridge, Michigan to
the Woodward Tenant. The Woodward Lease commenced on December 1, 2022 and had a term of 14 years and 4 months through March 1, 2037,
with two 5-year options to extend the term, exercisable by the Woodward Tenant by written notice to ZP Woodward given not later than
180 days prior to the expiration of the then current term on the same terms and conditions as provided in this Lease. The Woodward Lease
contains customary obligations of the Woodward Tenant consistent with an absolute triple net lease agreement, including (i) the payment
of real property taxes, personal property taxes, privilege, sales, rental, excise, use and/or other taxes (excluding income or estate
taxes), (ii) payment of insurance premiums and operating costs of ZP Woodward related to the operation of the Woodward Property, and
(iii) maintenance and repair obligations to maintain the Woodward Property in first-class retail condition. The Woodward Lease includes
a Guaranty of Payment and Performance by Ammar Kattoula and Thomas Nafso. The Woodward Lease contains an abatement of the full or partial
rent that would otherwise have been due for the months from December 2022 to March 2023. Subsequent to the abatement period, the Woodward
Lease provided for payment by the tenant of monthly base rent beginning at $40,319 per month and increasing by 3% per year over the term
of the lease, as well as real property taxes, personal property taxes, privilege, sales, rental, excise, use and/or other taxes (excluding
income or estate taxes) levied upon or assessed against the Company. In addition, pursuant to the terms of the Woodward Lease, the Woodward
Tenant agreed to maintain insurance in full force during the term of the Woodward Lease and any other period of occupancy of the premises
by the tenant.

9

On May 14, 2023, ZP Woodward entered into an
Assignment and Assumption of Lease (“Assignment”) whereby the Woodward Lease was assigned from Rapid Fish 2 LLC (“Old
Tenant”) to Rapid Fish LLC (“New Tenant”). Old Tenant and New Tenant share common ownership. The assignment of the
Woodward Lease is conditioned upon issuance by the City of Pleasant Ridge, Michigan of a final cannabis business license to New Tenant
and ZP Woodward’s receipt of a fully executed Reaffirmation of Guaranty from the guarantors of the Woodward Lease. The Assignment
contains other terms as are customary for a document of this type.

On May 1, 2024, ZP Woodward and Rapid Fish, LLC
(the “Parties”), with individual Guarantors, Thomas Nafso and Ammar Kattoula (the “Guarantors”), entered into
a First Amendment to the Absolute Net Lease Agreement (the “First Amendment”) pertaining to premises located at 23600-23634
Woodward Ave, Pleasant Ridge MI 48069. The Parties also agreed to a fully executed Reaffirmation of Guaranty from the Guarantors.

According to the terms of the First Amendment,
the following changes have been agreed to by the Parties:

Amended Rental Payment Schedule

The First Amendment provides that as long as
the Company’s Conditions, as outlined in this First Amendment, are satisfied including a Renovation Completion Commitment, the
Rental Payment Schedule of the Lease will be amended to the schedule set forth in the First Amendment.

Capital Commitment

The First Amendment provides for the inclusion
of the Capital Commitment as follows: Tenant shall cause a total of at least $850,000 to be spent toward capital improvements to the
Premises (the “Commitment Improvements” and/or the “Capital Commitment”). Any such Commitment Improvements shall
be made in accordance with the Lease as amended. Commitment Improvements to be counted toward satisfying the Capital Commitment shall
include capital improvements to the Premises and any part thereof, as well as other improvements approved in advance in writing by the
Company, and shall exclude soft costs, permit, design, architectural and engineering fees, and legal fees. Tenant acknowledges that the
Capital Commitment is material to the Company and the Company would not have agreed to enter into this First Amendment but for Tenant’s
obligations in this paragraph. If the Capital Commitment is not completed in the prescribed time period, as evidenced by invoices or
similar documentation reasonably acceptable to the Company, Tenant’s failure shall constitute an Event of Default under the Lease.

Renovation Completion Commitment

The First Amendment provides for the inclusion
of the Renovation Completion Commitment as follows: Tenant shall cause its Capital Commitment at the Premises (the “Renovation
Completion Commitment”) to be completed within three (3) months after the First Amendment Effective Date (the “Renovation
Completion Commitment Date”). In order to satisfy the Renovation Completion Commitment, Tenant must satisfy the following prior
to the Renovation Completion Commitment Date (i) deliver to the Company the appropriate deliverables evidencing renovation completion
(the “Renovation Completion Deliverables”) (as defined below) (ii) open for business to the public for its intended Use of
the Premises (the “Store Opening”), (iii) and complete its first bona fide sale to the public. The Renovation Completion
Deliverables include the following: (x) Tenant has furnished to the Company a copy of a commercially reasonably detailed final cost breakdown
for Tenant’s Work and the Company has inspected the Premises to confirm that Tenant’s Work has been completed in a good and
workmanlike manner according to the Tenant’s Approved Plans; (y) Tenant has furnished to the Company commercially reasonable final
affidavits and final lien releases from Tenant’s general contractor, if any, all subcontractors and all material suppliers for
all labor and materials performed or supplied as part of Tenant’s Work (whether or not the Allowance is applicable thereto); (z)
a copy of the certificate of occupancy from the governmental authority having jurisdiction has been delivered to the Company. Tenant
acknowledges that the Renovation Completion Commitment is material to the Company and the Company would not have agreed to enter into
this First Amendment but for Tenant’s obligations in this paragraph. If the Renovation Completion Commitment is not completed in
the prescribed time period, Tenant’s failure shall constitute an Event of Default under the Lease. the Company shall grant Tenant
up to two (2) additional 30-day extension upon request, so long as at the time of the extension the site is conducting inspections toward
certificate of occupancy.

10

North Lot

The First Amendment also provides that if within
18 months of the date of this First Amendment, Tenant is able to complete all of the following related to 23634 Woodward Ave, Pleasant
Ridge MI 48069 with an APN of 25-27-181-003 (the “North Lot”): (i) obtain authorization from all required jurisdictions (including
the City of Pleasant Ridge) that the use of the North Lot parking spaces is no longer required and releases the Company from all obligations
related to the North Lot under the Declaration of Restrictions and Parking Easement (the “Parking Agreement”), and (ii) confirm
that the Tenant is able to continue to use the lot for purposes of ingress and egress, and (iii) Tenant is able to arrange a deal with
the seller of the North Lot, which is currently under a Land Contract with outstanding installment payments, that (x) provides the Company
with indemnity from Tenant that completely releases the Company of any operational obligations or liabilities related to the North Lot,
(y) provides the Company with indemnity from Tenant that completely release the Company of any financial obligations or liabilities related
to the North Lot, and (z) does not cause any encumbrance or legal liability to the remaining properties at the Premises; then within
30 days of the Company’s receipt of written confirmation from all appropriate parties that all requirements noted above have been
satisfied, at the Company sole discretion, the Company agrees that the parties shall enter into a Lease Amendment acknowledging the same
and modifying Tenant’s lease base rental rate to be reduced by $3,846 for the Lease.

Reaffirmation of Guarantee

In consideration of the First Amendment, the
Guarantors executed and delivered a Reaffirmation of Guaranty (the “Reaffirmation of Guaranty”) effective as of May 3, 2024.
Related to the Guaranty and the Original Guarantors, the Company agreed, that so long as there are no uncured Events of Default and Tenant
remains in good standing under the Lease, then the Original Guarantors shall be released of their guarantees following the original lease
term of 14.5 years. The Company also agreed that, provided the Company has given written approval, at its discretion, which shall not
be unreasonably withheld, then the Original Guarantors may be permitted to transfer the obligations under their Guarantees in the event
of a Permitted Transfer, on to a new Guarantor(s) that are of at least equal or greater credit than the Original Guarantors, to be determined
by the Company in its discretion, which shall not be unreasonably withheld.

During the third quarter of 2025, New Tenant faced operational challenges
that impaired its ability to meet contractual rent obligations. Beginning in July 2025, New Tenant remitted approximately 50% of the rent
then due. In August 2025, the Company sent a demand notice to New Tenant to remit full payment of outstanding rent. In September 2025,
New Tenant remitted full payment of all outstanding rent that was previously due and has received all rent payments due through December
31, 2025. Subsequent to year-end 2025, the Company sent New Tenant at the Woodward Property a written notice default related to the New
Tenant’s failure to i) make timely rental payments and ii) fulfill its obligations related to non-monetary terms under the Woodward
Lease. As of the date of this filing, the Company remains in discussions with New Tenant about curing these events of default and regarding
future operations at the Woodward Property. In an effort to avoid litigation related to the defaults under the lease, the Company is currently
in negotiations to sell the Woodward Property to the New Tenant for approximately $600,000 in cash plus the assumption of the notes payable
outstanding on the Woodward Property. If the Company sells the Woodward Property for $600,000, the net carrying value of the Woodward
Property of approximately $2,700,000 would exceed the $600,000 sale price by $2,100,000. While the Company believes the sale is likely
to occur, there is a possibility that the sale will fail to occur, in which case there is a strong likelihood that the New Tenant will
be unable to continue paying rent, causing an ongoing default under the lease. Based on these conditions, our projected future cash flows,
anticipated holding periods, and market conditions have changed. Accordingly, during the year ended December 31, 2025, we recorded an
impairment loss of $2,100,000.

11

Chicago, IL

On January 19, 2024, ZPRE Holdings and Keystone
entered into that certain Assignment and Assumption Agreement, dated as of January 19, 2024, by and between Keystone and ZP Holdings
(the “Assignment Agreement”). Pursuant to the terms of the Assignment Agreement, Keystone assigned to ZP Holdings all of
Keystone’s right, title and interest in and to the Original PSA to purchase the “Ashland Avenue Property”. On January
19, 2024, the transactions contemplated by the Agreement and Assignment and Assumption Agreement closed and ZPE Holdings completed the
acquisition of the Ashland Avenue Property under the Original PSA, as assigned. The completed transactions were subject to closing costs,
commissions, and fees customary to the acquisition of real estate, including a $65,000 commission payable and a $79,634 sponsor fee payable.

On January 18, 2024, ZPRE Holdings entered into
a Licensed Cannabis Facility Absolute Net Lease Agreement (the “Justice Grown Lease”), with a commencement date of January
19, 2024, by and between ZPRE Holdings, as landlord, and JG IL LLC (“Justice Grown”), as tenant. Pursuant to the terms of
the Lease, ZPRE Holdings agreed to lease the Ashland Avenue Property located in Chicago, IL to Justice Grown for use as a licensed recreational
adult-use (and, if permitted, medical) cannabis dispensary in accordance with Illinois law. The Justice Grown Lease has a term of 15
years, with four five-year renewal terms.

Under the Justice Grown Lease, the Company’s
tenant is responsible for constructing a new retail dispensary building on the Ashland Avenue Property. In 2025, the Company was notified
that a vehicle crashed into the building at the Ashland Avenue Property, causing significant structural damage. The City of Chicago declared
the building unsafe and ordered its demolition (See Note 4). As such, the Ashland Avenue Property remains a vacant lot of land. Based
upon the most recent information received by the Company from Justice Grown, the Company believes that the development of the new retail
dispensary building will still be completed, and the tenant will open for business in late 2027; however, challenges related to the ongoing
permitting and development process required through the City of Chicago may continue to cause delays. The Company’s tenant is expected
to continue to pay full rent pursuant to the Justice Grown Lease. If Justice Grown does not construct the new building, the Company may
need to pursue recovery through legal claims. In connection with the damage and demolition of the building, during the year ended December
31, 2025, the Company recorded an impairment loss of $1,018,716.

Surprise, AZ

On January 2, 2024, ZPRE Holdings entered into
a contingent Licensed Cannabis Facility Absolute Net Ground Lease Agreement (the “Sunday Goods Lease”), with a commencement
date contingent upon the satisfaction of various contingencies to the Sunday Goods Lease, by and between ZPRE Holdings, as landlord,
and Sunday Goods, as tenant. Pursuant to the terms of the Sunday Goods Lease, ZPRE Holdings agreed to lease the “Surprise Property”
to Sunday Goods for use as a licensed medical and adult use marijuana retail dispensary in accordance with the laws of Arizona. The Sunday
Goods Lease has a term of 15 years, with four five-year renewal terms. Pursuant to the Sunday Goods Lease, ZPRE Holdings has agreed to
provide a tenant improvement allowance for up to $1,000,000 to Sunday Goods to be reimbursed in tranches following completion of tenant’s
work. During the year ended December 31, 2025, the Company paid $1,000,000 to Sunday Goods as a tenant improvement allowance. The $1,000,000
payment to the tenant were used by the tenant to construct a building on the land as well as for the buildout of the property. Since
ZP Dysart will own the building and related improvements at the end of the lease, the $1,000,000 tenant improvement allowance was capitalized
to rental properties and are being depreciated on a straight-line basis over the useful life of the building and related improvements
beginning in September 2025. In September 2025, Sunday Goods completed the construction of a new retail dispensary building on the Surprise
Property and opened for business. Pursuant to the terms of the Contingent Lease, on February 27, 2024, Sunday Goods executed a guaranty
(the “Guaranty”) in favor of ZP Holdings, guaranteeing the prompt and complete payment and performance of all of Sunday Goods’
obligations to ZPRE Holdings arising under the Contingent Lease. As of July 8, 2024, all contingencies were satisfied and the Contingent
Lease commenced on July 13, 2024. Pursuant to the Sunday Goods Lease, beginning in July 2025, Sunday Goods began paying monthly
base rent of $25,000 which shall be paid through June 2026, with an annual increase of 3% per annum through June 2040.

On March 3, 2025, ZP Dysart entered into a First
Amendment with its tenant related to the Sunday Goods Lease at the Surprise Property. The First Amendment clarifies and defines the process
by which the tenant improvement Allowance for the Tenant Work at the Surprise Property would be completed. Subject to the terms and conditions
of the Sunday Goods Lease, and so long as there is no default ongoing beyond any notice and/or cure period, partial payments of the Allowance
(the “Allowance Payments”) provided by Landlord shall be made to Tenant as follows: (#1) $300,000 was paid upon the
full execution of the First Amendment to the Lease; (#2) $150,000 was paid on March 28, 2025; (#3) $150,000 to be paid on May
1, 2025; and (#4) the remaining $400,000 of the Allowance was paid on October 21, 2025 upon completion of the Tenant’s Work
on the Property; provided however, Landlord’s obligation to disburse the final $400,000 (Payment #4 of the Allowance Payments)
is expressly conditioned upon Landlord’s receipt of the following “Allowance Deliverables”: (i) Tenant has furnished
to Landlord a copy of a commercially reasonably detailed final cost breakdown for Tenant’s Work and Landlord has inspected the
Premises to confirm that Tenant’s Work has been completed in a good and workmanlike manner according to the Tenant’s Approved
Plans; (ii) Tenant has furnished to Landlord commercially reasonable final affidavits and final lien releases from Tenant’s general
contractor, and if any, all subcontractors and all material suppliers for all labor and materials performed or supplied as part of Tenant’s
Work (whether or not the Allowance is applicable thereto); and (iii) a copy of the certificate of occupancy from the governmental authority
having jurisdiction has been delivered to Landlord. Throughout the project, Tenant shall be required to provide Landlord with ongoing
accounting reflecting a commercially reasonable breakdown of the Tenant’s Work paid for with the Allowance Payments, and also a
current Form W-9, Request for Taxpayer Identification Number and Certification, executed by Tenant.

12

Property Investment Portfolio

The Company considers a tenant whose annual base
rent exceeds over 10% of the Company’s annual rental income to be a significant tenant. The Tempe Lease (leased by VSM), the Chino
Valley Lease and Green Valley Lease (leased by Broken Arrow), and the Woodward Lease located in Pleasant Ridge (leased by Rapid Fish)
are considered significant and the tenants are referred to as the Significant Tenants.

During the years ended December 31, 2025 and
2024, all of the Company’s real estate properties are leased under triple-net and absolute-net leases to tenants that are controlled
by Significant Tenants. For the years ended December 31, 2025 and 2024, revenues associated with Significant Tenant leases described
above are summarized as follows:

For the Year

Ended

December
31,

2025
% of

Total

Revenues
For the Year

Ended

December
31,

2024
% of

Total

Revenues

Broken Arrow (Chino Valley)
$ 1,161,867
28.1 %
$ 1,120,431
29.5 %

VSM (Tempe)
657,979
15.9 %
656,736
17.3 %

Woodward lease (Michigan)
573,203
13.8 %
589,478
15.6 %

Total
$ 2,393,049
57.8 %
$ 2,366,645
62.4 %

As of December 31, 2025 and 2024, the Company
had an asset concentration related to the Significant Tenants. As of December 31, 2025 and 2024, the Significant Tenants collectively
leased approximately 47.2% and 55.4% of the Company’s total assets, respectively. Additionally, the Company had an asset concentration
related its Surprise, AZ property, which leased approximately 19.4% of the Company’s total assets as of December 31, 2025.

Future minimum lease payments to be received,
on all leased properties, for each of the five succeeding calendar years and thereafter as of December 31, 2025, consists of the following:

Future annual base rent:
Amount

2026
$ 2,725,617

2027
2,746,432

2028
2,776,883

2029
2,808,247

2030
2,840,553

Thereafter
28,497,521

Total
$ 42,395,253

Investment in equity method unconsolidated
joint venture

On December 31, 2025 and 2024, the Company held
an investment with carrying values of $0 and $4,923, respectively, in Zoneomics Green, LLC (“Zoneomics Green”), a Delaware
limited liability company formed on May 1, 2021 and owned 50% by the Company. The Company accounts for this investment under the equity
method of accounting as the Company exercises significant influence but does not exercise financial and operating control over this entity.
Investments are reviewed for changes in circumstance or the occurrence of events that suggest an other than temporary event where the
Company’s investment may not be recoverable. The Zoneomics Green team has completed the creation of the foundational design, technology
platform, and market positioning for Zoneomics Green to launch in the cannabis industry; however, the project has stalled over the past
year. In order to successfully launch, the technology platform needs to rely upon a required merchant banking component, which is has
been unable to identify. The Company does not currently know when an appropriate merchant banking solution will become available given
the federal status of regulated cannabis and specifically the federal banking status as it relates to regulated cannabis, even for ancillary
services such as Zoneomics Green. The regulatory status related to cannabis banking reform and regulation at the federal level remains
uncertain and the Company believes it is appropriate to cause an impairment of the Zoneomics Green investment at this time. The Company
has no further financial or investment obligations at this time. On December 31, 2023, the Company recorded an other-than-temporary impairment
loss of $45,000 because it was determined that the fair value of its equity method investment in Zoneomics was less than its carrying
value. Based on management’s evaluation, it was determined that due to market and regulatory conditions, implementing the Company’s
business model was at risk and that the Company’s ability to recover the carrying amount of the investment in Zoneomics was impaired.
During the years ended December 31, 2025 and 2024, the Company recorded a loss from equity method unconsolidated joint ventures of $3,352
and $0, respectively,

13

Investments in cost method investees

The Company accounts for its interests in entities
where the Company has virtually no influence over operating and financial policies under the cost method of accounting. In such cases,
the Company’s original investments are recorded at the cost to acquire the interest and any distributions received are recorded
as income. During the year ended December 31, 2025, through its wholly-owned subsidiary ZPRE Holdings, the Company invested $84,110 in
ZP Ohio B, LLC, for a 5% ownership interest in ZP Ohio B LLC, which is being accounted for under the cost method and reflected on the
accompanying consolidated balance sheet under “investment in cost-method investees.” ZP Ohio B LLC plans on developing several
projects. This investment is subject to the Company’s impairment review policy.

On June 24, 2022, the Company’s wholly-owned
subsidiary, ZP Data Platform 2 LLC, purchased 875 shares of Series A convertible preferred stock of Anami Technology, Inc., a California
corporation, for $50,000, or $57.14 per share. The Company’s ownership percentage is less than 20% and it does not have the ability
to exercise significant influence. This equity instrument does not have a readily determinable fair value. Accordingly, pursuant to ASC
321-10-35-2, the Company elected to measure this equity security at its cost minus impairment. If the Company identifies observable price
changes in orderly transactions for the identical or a similar investment of the same issuer, the Company shall measure the equity security
at fair value as of the date that the observable transaction occurred. If the Company subsequently elects to measure this equity security
at fair value, the Company shall measure all identical or similar investments of the same issuer, including future purchases of identical
or similar investments of the same issuer, at fair value. The election to measure this equity security at fair value shall be irrevocable.
Any resulting gains or losses on the securities for which that election is made shall be recorded in earnings at the time of the election.
On December 31, 2025, based on its qualitative impairment assessment, the Company impaired its equity investment and recorded an impairment
loss on equity securities of $50,000.

Tenants and Clients

We target tenants for our Property Investment
Portfolio activity and clients for our Real Estate Services activity who require assistance with the identification and development of
regulated cannabis properties. Our ideal prospective tenants and/or clients will have a commitment to operating their business and real
estate projects with an emphasis on sophistication, safety, sustainability, and stewardship to the local community in which they operate.

We complete significant due diligence on prospective
tenants and prospective clients. Credit-worthiness, character, and capital are all important variables that contribute to a target tenant
and/or client for the Company.

Marketing

Currently, the Company uses general industry
marketing to communicate its Property Investment Portfolio and Real Estate Services to industry operators and prospective clients. These
include an industry newsletter that the Company distributes, as well as electronic and physical mailers directed to cannabis industry
operators and property owners. Industry reputation, word-of-mouth, and networking are the primary tools the Company has used to complete
the marketing of our services. We have previously and may in the future engaged with marketing, design, and public relations firms to
assist with our industry branding and to help maintain an updated website, shareholder presentation, and profile outlining the Company’s
services. These tools are created for transparency of operations and activities. Our executive management believes the reputation of
having integrity is an essential tool for marketing and business development.

Competition

The commercial real estate market is highly competitive.
We believe finding properties that are zoned an/or approved for the specific use of allowing regulated cannabis operations may be limited
as more competitors enter the market. More competitors continue to enter the marketplace. We face significant competition from a diverse
mix of market participants, including but not limited to, other public companies with similar business models, independent investors,
hedge funds and other real estate investors, hard money lenders, as well as would be clients, regulated cannabis operators themselves,
all of whom, may compete against us in our efforts to secure and acquire real estate zoned and/or approved for cannabis operations. In
some instances, we will be competing to acquire real estate with persons who have no interest in the regulated cannabis business but
have identified alternative value in a piece of real estate that we may be interested in acquiring.

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Government Regulation

Real Estate & General Business Regulations

We are subject to applicable provisions of federal
and state securities laws and to regulations specifically governing the real estate industry, including those governing fair housing
and federally backed mortgage programs. Our operations will also be subject to regulations normally incident to business operations,
such as occupational safety and health acts, workers’ compensation statutes, unemployment insurance legislation and income tax
and social security related regulations. Although we will use our best efforts to comply with applicable regulations, we can provide
no assurance of our ability to do so, nor can we fully predict the effect of these regulations on our proposed activities.

In addition, zoning commercial properties for
specific purposes, such as regulated cannabis dispensaries or cultivation facilities, is subject to specific regulations to the zoning
requirements for the city, county and state related to any regulated cannabis facility. We expect regulations to get tighter as time
goes on. Many jurisdictions have moved toward “Green Zoning” hubs, though others have increased setbacks from residential
areas and schools following the 2025-2026 legislative sessions.

Federal and State Regulation of Cannabis

Controlled Substances Act and “Cole Memorandum”

The U.S. federal government regulates drugs through
the Controlled Substances Act (21 U.S.C. § 811) (the “CSA”), which places controlled substances, including cannabis,
in a schedule. While historically classified as a Schedule I drug, cannabis is currently in the final stages of being reclassified to
Schedule III following a December 2025 executive order. Under U.S. federal law, a Schedule I drug has a high potential for abuse and
no accepted medical use. Schedule III drugs are classified as having a moderate to low potential for physical and psychological dependence
and have currently accepted medical uses. The United States Food and Drug Administration (the “FDA”) has approved Epidiolex,
which contains a purified form of cannabidiol (“CBD”), a non-psychoactive cannabinoid found in the cannabis plant, for the
treatment of seizures associated with two specific epilepsy conditions. The FDA has not approved cannabis or cannabis derived compounds
as a safe and effective drug for any other indication, though it has issued updated guidance on clinical trials for Schedule III substances.

In the United States, cannabis is largely regulated
at the state level. State laws regulating cannabis are in direct conflict with the federal CSA, although the move toward Schedule III
is expected to reduce this conflict for medical-use participants. Although most U.S. states authorize medical or adult-use cannabis production
and distribution by licensed or registered entities, under U.S. federal law, the possession, use, cultivation, and transfer of cannabis
and any related drug paraphernalia is illegal, and any such acts are criminal acts under federal law. As of March 2026, over 40 states
have legalized medical or adult-use cannabis.

Due to the conflicting views between state governments
and the federal government regarding cannabis, cannabis businesses are subject to inconsistent laws and regulations. In response and
until 2018, the federal government provided guidance to federal law enforcement agencies and banking institutions through a series of
United States Department of Justice (“DOJ”) memoranda. The most significant of these memoranda was drafted by former Deputy
Attorney General James Cole in 2013 (the “Cole Memo”).

The Cole Memo offered guidance to federal enforcement
agencies as to how to prioritize civil enforcement, criminal investigations and prosecutions regarding marijuana in all states. The Cole
Memo put forth eight prosecution priorities:

●
Preventing
the distribution of marijuana to minors;

●
Preventing
revenue from the sale of marijuana from going to criminal enterprises, gangs and cartels;

●
Preventing
the diversion of marijuana from states where it is legal under state law in some form to other states;

●
Preventing
the state-authorized marijuana activity from being used as a cover or pretext for the trafficking of other illegal drugs or other
illegal activity;

●
Preventing
violence and the use of firearms in the cultivation and distribution of marijuana;

●
Preventing
drugged driving and the exacerbation of other adverse public health consequences associated with marijuana use;

●
Preventing
the growing of marijuana on public lands and the attendant public safety and environmental dangers posed by marijuana production
on public lands; and

●
Preventing
marijuana possession or use on federal property.

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On January 4, 2018, former United States Attorney
General Jefferson Sessions rescinded the Cole Memo by issuing a new memorandum to all United States Attorneys (the “Sessions Memo”).
Rather than establish national enforcement priorities particular to marijuana-related crimes in jurisdictions where certain marijuana
activity was legal under state law, the Sessions Memo instructs that “[i]n deciding which marijuana activities to prosecute ...
with the DOJ’s finite resources, prosecutors should follow the well-established principles that govern all federal prosecutions.”
Namely, these include the seriousness of the offense, history of criminal activity, deterrent effect of prosecution, the interests of
victims, and other principles.

The former Attorneys Generals who succeeded former
Attorney General Sessions following his resignation have not provided a clear policy directive for the United States as it pertains to
state-legal marijuana-related activities. However, as discussed herein, during his term, President Joseph R. Biden, announced multiple
mass pardons and clemency of persons who had been convicted of simple marijuana possession under federal law and initiated a regulatory
process under the CSA to move cannabis from Schedule I to Schedule III. However, the future of the rescheduling process is uncertain
since President Donald J. Trump took office on January 20, 2025.

The DOJ, under Attorney General Pamela Bondi,
has not formally reinstated the Cole Memo. However, the administration’s focus has shifted toward “states’ rights”
and the acceleration of the Schedule III reclassification. While federal enforcement remains a risk, the primary focus of federal authorities
in 2026 has been on the illicit market and the “total THC” restrictions on hemp products.

2018 Farm Bill & 2026 Appropriations Act

Following the passage of the Agriculture Improvement
Act of 2018 (popularly known as the “2018 Farm Bill”), cannabis with a tetrahydrocannabinol (“THC”) content below
0.3% dry weight volume is classified as hemp and has been removed from the CSA. The Continuing Appropriations and Extensions Act of 2026,
signed in November 2025, has fundamentally narrowed the definition of hemp. Effective November 12, 2026, finished hemp products must
contain no more than 0.4 mg of “total THC” per container (including Delta-8 and THCA).

This change effectively bans the majority of
intoxicating hemp-derived products (such as Delta-8 gummies and THCA flower) from the “hemp” market, reclassifying them as
“marijuana” under the CSA unless they are brought within a state-licensed cannabis regulatory framework. The FDA continues
to maintain that CBD is not a legal dietary supplement, and the industry is currently navigating a one-year “runway” before
the new strict THC caps take full effect in late 2026.

Financial Institutions and Banking

Due to the CSA categorization of marijuana as
a Schedule I drug, federal law also makes it illegal for financial institutions that depend on the Federal Reserve’s money transfer
system to take any proceeds from marijuana sales as deposits.

While there has been no change in U.S. federal
banking laws to accommodate businesses in the large and increasing number of U.S. states that have legalized medical and/or adult-use
marijuana, the Department of the Treasury Financial Crimes Enforcement Network (“FinCEN”), in 2014, issued guidance to prosecutors
of money laundering and other financial crimes (the “FinCEN Guidance”). The FinCEN Guidance advised prosecutors not to focus
their enforcement efforts on banks and other financial institutions that serve marijuana-related businesses so long as that business
is legal in their state and none of the federal enforcement priorities referenced in the Cole Memo are being violated (such as keeping
marijuana away from children and out of the hands of organized crime). The FinCEN Guidance also clarifies how financial institutions
can provide services to marijuana-related businesses consistent with their Bank Secrecy Act obligations, including thorough customer
due diligence, but makes it clear that they are doing so at their own risk. The customer due diligence steps include:

1.
Verifying with
the appropriate state authorities whether the business is duly licensed and registered;

2.
Reviewing the
license application (and related documentation) submitted by the business for obtaining a state license to operate its marijuana-related
business;

3.
Requesting
from state licensing and enforcement authorities available information about the business and related parties;

4.
Developing
an understanding of the normal and expected activity for the business, including the types of products to be sold and the type of
customers to be served (e.g., medical versus adult-use customers);

5.
Ongoing monitoring
of publicly available sources for adverse information about the business and related parties;

6.
Ongoing monitoring
for suspicious activity, including for any of the red flags described in this guidance; and

7.
Refreshing
information obtained as part of customer due diligence on a periodic basis and commensurate with the risk.

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With respect to information regarding state licensure
obtained in connection with such customer due diligence, a financial institution may reasonably rely on the accuracy of information provided
by state licensing authorities, where states make such information available.

Because most banks and other financial institutions
are unwilling to provide any banking or financial services to marijuana businesses, these businesses can be forced into becoming “cash-only”
businesses. While the FinCEN Guidance decreased some risk for banks and financial institutions considering serving the industry, in practice
it has not substantially increased banks’ willingness to provide services to marijuana businesses. This is because, as described
above, the current law does not guarantee banks immunity from prosecution, and it also requires banks and other financial institutions
to undertake time-consuming and costly due diligence on each marijuana business they accept as a customer.

Those state-chartered banks and credit unions
that do have customers in the marijuana industry charge marijuana businesses high fees to pass on the added cost of ensuring compliance
with the FinCEN Guidance. Unlike the Cole Memo, however, the FinCEN Guidance from 2014 has not been rescinded.

As a result, those businesses involved in the
marijuana industry continue to encounter difficulty establishing banking relationships, which may increase over time. Our inability to
maintain our current bank accounts would make it difficult for us to operate our business, increase our operating costs, and pose additional
operational, logistical and security challenges and could result in our inability to implement our business plan.

The move toward Schedule III is expected to ease
some banking restrictions, but legislation remains stalled in the Senate as of March 2026. FinCEN Guidance from 2014 remains the primary
operational framework for banks, though many institutions are now transitioning their compliance models to accommodate the Schedule III
“Medical/Prescription” model. Consequently, while banking access is improving, businesses still face higher fees and rigorous
due diligence requirements.

The inability of our current and potential tenants
to open accounts and continue using the services of banks will limit their ability to enter into triple-net lease arrangements with us
or may result in their default under our lease agreements, either of which could materially harm our business and the trading price of
our securities.

Controlled Substances Act Rescheduling

There have been recent developments regarding
the potential for cannabis to be removed from the most restrictive schedule under the CSA, but with the recent re-election of President
Trump, the regulatory process for this so-called “rescheduling” is uncertain. On December 18, 2025, President Trump signed
an executive order instructing the DOJ and DEA to accelerate the reclassification of cannabis to Schedule III. While the DEA Administrative
Law Judge (ALJ) hearings were briefly delayed in early 2025, the process has since resumed with an anticipated final rule effective date
in mid-to-late 2026.

Internal Revenue Code, Section 280E

An additional challenge to marijuana-related
businesses is that the provisions of the Internal Revenue Code, Section 280E (“Section 280E”), are being applied by the IRS
to businesses operating in the medical and adult-use marijuana industry. As a result of Section 280E, the effective tax rate for many
of the Company’s tenants and clients can be highly variable and depends on how large its ratio of non-deductible expenses is to
its total revenues. Therefore, businesses in the legal cannabis industry may be less profitable than they would otherwise be. If and
when the reclassification of cannabis to Schedule III is finalized, Section 280E would no longer apply to state-legal cannabis businesses.
This would allow companies to deduct ordinary business expenses (rent, payroll, marketing) for the first time. However, until the final
rule is published and effective, Section 280E remains in force for the current tax cycle.

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Federal Protections

Certain temporary federal legislative enactments
that protect the medical marijuana industries have also been in effect for several years. For instance, certain marijuana businesses
receive a measure of protection from federal prosecution by operation of temporary appropriations measures that have been enacted into
law as amendments (or “riders”) to federal spending bills passed by Congress and signed by several presidents. For instance,
in the Appropriations Act of 2015, Congress included a budget “rider” that prohibits the DOJ from expending any funds to
enforce any law that interferes with a state’s implementation of its own medical marijuana laws. The rider is known as the “Rohrabacher-Farr
Amendment” after its original lead sponsors.

Notably, the Rohrabacher-Farr Amendment has applied
only to medical marijuana programs and has not provided the same protections to enforcement against adult-use activities. While the Rohrabacher-Farr
Amendment has been included in successive appropriations legislation or resolutions since 2015, its inclusion or non-inclusion is subject
to political change. The Rohrabacher-Farr Amendment has been renewed through the current 2026 appropriations cycle. It continues to prohibit
the DOJ from using federal funds to interfere with state-legal medical marijuana programs, though it notably does not yet extend to adult-use
recreational programs.

In sum, there is no guarantee that state laws
legalizing and regulating the sale and use of marijuana will not be repealed or overturned, or that local governmental authorities will
not limit the applicability of state laws within their respective jurisdictions. Unless and until the United States Congress amends the
CSA with respect to marijuana (and as to the timing or scope of any such potential amendments there can be no assurance), there is a
risk that federal authorities may enforce current U.S. federal law. Currently, in the absence of uniform federal guidance, as had been
established by the Cole Memo, enforcement priorities are determined by respective United States Attorneys, and notwithstanding public
statements to the contrary, federal law enforcement could enforce the CSA – and its criminal prohibition on commercial cannabis
activity.

For these reasons, the Company’s investments
in the U.S. cannabis market may subject the Company to heightened scrutiny by regulators, stock exchanges, clearing agencies and other
U.S. authorities. See section entitled “Risk Factors” herein.

Although the Company’s activities are believed
to be compliant with applicable state and local laws, strict compliance with state and local laws with respect to cannabis may neither
absolve the Company of liability under U.S. federal law, nor may it provide a defense to any federal proceeding which may be brought
against the Company.

We will continue to monitor compliance on an
ongoing basis in accordance with our compliance program and standard operating procedures. For the reasons described above and the risks
further described in “Risk Factors,” there are significant risks associated with our business.

Local, state and federal marijuana laws and regulations
are broad in scope and subject to evolving interpretations, which could require us to incur substantial costs associated with compliance
or alter our business plan. In addition, violations of these laws, or allegations of such violations, could disrupt our business and
result in a material adverse effect on its operations. In addition, it is possible that regulations may be enacted in the future that
will be directly applicable to our proposed business. We cannot predict the nature of any future laws, regulations, interpretations or
applications, nor can we determine what effect additional governmental regulations or administrative policies and procedures, when and
if promulgated, could have on our business.

Employees

As of December 31, 2025, we had six full-time
and part-time employees, including our chief executive officer, chief financial officer and chief operating officer. We have established
a national network of external partners, contractors, and consultants to which we outsource various operational tasks in an effort to
minimize administrative overhead and maximize efficiency.

The success of our business is fundamentally
connected to the well-being of our people. Accordingly, we are committed to the health, safety and wellness of our employees. We provide
our employees and their families with access to a variety of innovative, flexible and convenient health and wellness programs, including
benefits that provide protection and security so they can have peace of mind concerning events that may require time away from work or
that impact their financial well-being; that support their physical and mental health by providing tools and resources to help them improve
or maintain their health status and encourage engagement in healthy behaviors; and that offer choice where possible so they can customize
their benefits to meet their needs and the needs of their families.

We also provide robust compensation and benefits
programs to help meet the needs of our employees. We believe that we maintain a strong working relationship with our employees and have
not experienced any labor disputes.

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