Interest Rate Swap Transaction Confirmation, dated as of December 7, 2022, by and between Zoned Arizona Properties, LLC and East West Bank

Exhibit 10.4

The purpose of this communication is to set forth the terms and conditions of the Interest Rate Swap Transaction entered into on the Trade Date referred to below (the “Interest Rate Swap Transaction”), between East West Bank (“Party A” or “we”) and Zoned Arizona Properties, LLC (collectively “Party B” or “you”). This communication constitutes a “Confirmation” as referred to in the Interest Rate Swap agreement specified below. This communication shall also constitute an agreement between Party A and Party B (also referred to as “Agreement”).

This Confirmation incorporates the definitions and provisions contained in the 2006 ISDA Definitions as published by the International Swaps and Derivatives Association, Inc. (the “Definitions”). In the event of any inconsistency between the Definitions and this Confirmation, this Confirmation will govern.

This Confirmation is subject to and incorporates the terms of an Agreement in the form of a 2002 ISDA Master Agreement as published by the International Swaps and Derivatives Association, Inc. as if the parties had executed an agreement in such form (the provisions of which are hereby incorporated by reference), but without any Schedule (the “ISDA Agreement”).

All provisions contained in, or incorporated by reference to, the ISDA Agreement shall govern this Confirmation except as expressly modified below. Sections of the ISDA Agreement referred to expressly herein are by section number. In the event of any inconsistency between the provisions of that ISDA Agreement and this Confirmation, this Confirmation shall prevail for the purpose of this Interest Rate Swap Transaction. By signing below, you confirm that you are familiar with the terms of the ISDA Agreement and have access to the ISDA Agreement as needed.

The terms of the particular Interest Rate Swap Transaction to which this communication relates are as follows:

“Termination Currency” means United States Dollars.

“Credit Event Upon Merger” provisions of Section 5(b)(v) will apply to Party A and will apply to Party B.

Cross Default provisions of Section 5(a)(vi) will apply to Party A and will apply to Party B. In connection therewith, “Specified Indebtedness” will have the meaning specified in Section 14. “Threshold Amount” means with respect to Party A an amount equal to three percent (3%) of shareholders’ equity and with respect to Party B, zero.

Additional Termination Event will not apply to Party A. As to Party B, an Additional Termination Event shall occur upon (i) the failure to close by December 10, 2022 the underlying hedged obligations of Party B; (ii) the acceleration or refinancing of the underlying hedged obligations of Party B (or any Specified Entity of or Credit Support Provider for Party B); (iii) Party A ceases to be a lender to the Loan Agreement; (iv) the Loan Agreement terminating; (v) the partial prepayment of the underlying hedged obligations of Party B, but only to the extent that the aggregate outstanding principal amounts are less than the aggregate notional amount of all Swap Transactions under this Agreement; (vi) the security interests in collateral granted to Party A under the Loan Agreement ceasing to fully secure the obligations of Party B to Party A under this Agreement. For the purpose of the foregoing Termination Event, the Affected Party shall be Party B and the non-Affected Party shall be Party A. For the purpose of the foregoing Termination Event, the Affected Party shall be Party B and the non-Affected Party shall be Party A.

Events of Default and Termination Events. Upon the occurrence of an Event of Default or Termination Event hereunder, the early termination of the relevant Transaction(s) will be governed by Section 6. If an Additional Termination Event has occurred, Party A will be the Determining Party for the purposes of calculating the Close-out Amount, as defined in Section 14. For the avoidance of doubt, an Early Termination Fee can apply.

Separate Obligation. Party B’s obligations under this Agreement including any fees or amounts owed by Party B to Party A shall be governed by the ISDA Agreement and this Agreement, and shall be owed as required in this Agreement notwithstanding any contrary provisions of the underlying hedged obligations or Credit Support of Party B.

Payer Representation. For the purpose of Section 3(e) of this Agreement, Party A will make the following representation and Party B will make the following representation:

It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 2(c), 6(d)(ii) or 6(e) of this Agreement) to be made by it to the other party under this Agreement. In making this representation, it may rely on (i) the accuracy of any representations made by the other party pursuant to Section 3(f) of this Agreement, (ii) the satisfaction of the agreement of the other party contained in Section 4(a)(i) or Section 4(a)(iii) of this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement and (iii) the satisfaction of the agreement of the other party contained in Section 4(d) of this Agreement, provided that it shall not be a breach of this representation where reliance is placed on clause (ii) and the other party does not deliver a form or document under Section 4(a)(iii) by reason of material prejudice to its legal or commercial position.

Payee Representations: For the purpose of Section 3(f) of this Agreement, Party A and Party B make the following representations:

Party A represents that it is a banking corporation organized and existing under the laws of the state of California.

Party B represents that it is an Arizona Limited Liability Company.

Each payment received or to be received by it in connection with this Agreement will be effectively connected with its conduct of a trade or business in the United States.

Agreement to Deliver Documents: For the purposes of Sections 4(a)(i) and (ii), Party B agrees to deliver the following documents, as applicable:

Notices:

(a) In connection with Section 12(a), all notices to Party A shall, with respect to any particular Transaction, be sent to the address, telex number, or facsimile number specified in the relevant Confirmation and any notice for purposes of Sections 5 or 6 of the Agreement shall be sent to the address specified below:

East West Bank

555 Montgomery Street, 10th Floor

San Francisco, CA 94111

Tel: 415 ###-###-####

Email: ***@***

Attn: Supat Tipayamongkol

(b) In connection with Section 12(a), all notices to Party B shall, with respect to any particular Transaction, be sent to the address, telex number or facsimile number specified in the relevant Confirmation and any notice for purposes of Sections 5 or 6 of the Agreement shall be sent to the address specified below:

Zoned Arizona Properties, LLC

8360 E. Raintree Drive, Suite 230

Scottsdale, AZ 85260

Tel: ###-###-####

Email: ***@***

Attn: Bryan McLaren

Netting of Payments. Subparagraph (ii) of Section 2(c) will not apply as set out in this Agreement.

Credit Support Document: Credit Support Document is not applicable in relation to Party A. Credit Support Document is applicable in relation to Party B and shall mean each agreement and instrument, now or hereafter existing, of any kind or nature which secures, guarantees or otherwise provides direct or indirect assurance of payment or performance of any existing or future obligation of Party B under this Agreement, made by or on behalf of any person or entity (including, without limiting the generality of the foregoing, any credit or loan agreement, note, reimbursement agreement, security agreement, mortgage, pledge agreement, assignment of rents or any other agreement or instrument granting any lien, security interest, assignment, charge or encumbrance to secure any such obligation, any guaranty, suretyship, letter of credit or subordination agreement relating to any such obligation and any other financial support agreement relating to Party B or any Credit Support Provider) in favor of Party A or any of its Affiliates.

Security: Party B agrees that the security interests in collateral granted to Party A under the foregoing Credit Support Documents shall secure the obligations of Party B to Party A under this Agreement.

Credit Support Provider: Credit Support Provider is not applicable in relation to Party A. Credit Support Provider is applicable in relation to Party B and means any person or entity (other than Party B), that now or hereafter secures, guarantees or otherwise provides direct or indirect assurance of payment or performance of any existing or future obligation of Party B under this Agreement or any Credit Support Document.

Calculation Agent: The Calculation Agent will be Party A.

Consent to Recording. The parties agree that each may electronically record all telephonic conversations between them and that any such recordings may be submitted in evidence to any court or in any Proceedings for the purpose of establishing any matters pertinent to any Transaction.

Additional Representations. Section 3 is hereby amended by adding at the end thereof the following Subparagraphs:

For any Dodd-Frank Information that would be incorrect or misleading in any material respect if repeated on any date following the date on which the representation was last repeated, Party B shall timely amend such representation by giving notice of such amendment to Party A.

Severability. If any term, provision, covenant, or condition of this Agreement, or the application thereof to any party or circumstance, shall be held to be invalid or unenforceable (in whole or in part) for any reason, the remaining terms, provisions, covenants, and conditions hereof shall continue in full force and effect as if the Agreement had been executed with the invalid or unenforceable portion eliminated so long as this Agreement as so modified continues to express, without material change, the original intentions of the parties as to the subject matter of this Agreement and the deletion of such portion of this Agreement will not substantially impair the respective benefits or expectations of the parties.

The parties shall endeavor to engage in good faith negotiations to replace any invalid or unenforceable term, provision, covenant or condition with a valid or enforceable term, provision or covenant or condition, the economic effect of which comes as close as possible to that of the invalid or unenforceable term, provision, covenant or condition.

Confidentiality.

Transfer. Section 7 of the Agreement is hereby amended by adding the following in the third line between the word “party” and the comma: “which will not be unreasonably withheld or delayed, provided further that such proposed transferee is an entity with which Party A has then existing credit lines.”

Dodd-Frank Reporting. Party A will act as the “reporting party” in compliance with Parts 43, 45, 46, and 50 of Title 17, Chapter 1 of the CFTC’s regulations for all applicable Transactions under this Agreement.

End-User Exception. At the time the Parties execute a Transaction that is subject to a mandatory clearing determination under Section 2(h) of the Act, Party B represents that it qualifies for an exception from mandatory clearing pursuant to Section 2(h)(7) of the Act and CFTC Regulation 50.50 (the “end- user exception”) and it is electing the end-user exception for such Transaction, and further:

Please confirm that the foregoing correctly sets forth the terms of our agreement with respect to the Interest Rate Swap Transaction by signing in the space provided below and sending a copy of the executed Confirmation to East West Bank, Attention: Supat Tipayamongkol, ***@***.

NOTIONAL SCHEDULE

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