SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 3rd, 2024 • Safe & Green Development Corp • Real estate • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of [●], 2024, between Safe and Green Development Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 3rd, 2024 • Safe & Green Development Corp • Real estate
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 29, 2024, is entered into by and between SAFE AND GREEN DEVELOPMENT CORPORATION, a Delaware corporation (the “Company”), and PEAK ONE OPPORTUNITY FUND, L.P., a Delaware limited partnership (together with it permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the securities purchase agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • May 3rd, 2024 • Safe & Green Development Corp • Real estate • New York
Introduction. Subject to the terms and conditions herein (this “Agreement”), Safe and Green Development Corporation, a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of approximately $10,000,000 of units (the “Units”) of the Company, each Unit consisting of one share of the Company’s common stock (the “Shares”), par value $0.001 per share (the “Common Stock”), or one Pre-funded Warrant (the “Pre-Funded Warrants”) and one warrant to purchase one share of Common Stock (the “Common Warrants” and together with the Pre-Funded Warrants, the “Warrants”) directly to various investors (each, an “Investor” and, collectively, the “Investors”) through Maxim Group LLC (the “Placement Agent”) as placement agent. The Common Stock underlying the Warrants are hereinafter referred to as the “Warrant Shares.” The Shares, the Warrants and the Warrant Shares are referred to herein as the “Securities”. The documents executed and delivered by the Company and the Investors in c
WARRANTS TO PURCHASE SHARES OF COMMON STOCK SAFE AND GREEN DEVELOPMENT CORPORATIONSecurity Agreement • August 30th, 2024 • Safe & Green Development Corp • Real estate
THIS WARRANT TO PURCHASE SHARES OF COMMON STOCK (this “Warrant”) certifies that, for value received, Arena Business Solutions Global SPC II, LTD or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from SAFE AND GREEN DEVELOPMENT CORPORATION, a Delaware corporation (the “Company”), up to 1,075,000 shares of Common Stock, par value $0.001 per share (the “Common Stock”), of the Company (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • December 1st, 2023 • Safe & Green Development Corp • Real estate • Delaware
This equity purchase agreement is entered into as of November 30, 2023 (this “Agreement”), by and between Safe and Green Development Corporation, a Delaware corporation (the “Company”), and Peak One Opportunity Fund, L.P., a Delaware limited partnership (the “Investor”, and collectively with the Company, the “Parties”).
WARRANT AGENT AGREEMENTWarrant Agent Agreement • May 3rd, 2024 • Safe & Green Development Corp • Real estate
WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of [______], 2024 (the “Issuance Date”) between Safe and Green Development Corporation, a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC, a New York limited liability trust company (the “Warrant Agent”). Capitalized terms that are not otherwise defined herein have the meanings given to such terms in that certain Securities Purchase Agreement (the “Purchase Agreement”), dated [______], 2024, among the Company and the purchasers signatory thereto.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 3rd, 2024 • Safe & Green Development Corp • Real estate • Delaware
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 29, 2024, is entered into by and between SAFE AND GREEN DEVELOPMENT CORPORATION, a Delaware corporation, (the “Company”) and Peak One Opportunity Fund, L.P., a Delaware limited partnership (the “Buyer”).
DUE APRIL 25, 2026Convertible Security Agreement • October 31st, 2024 • Safe & Green Development Corp • Real estate • New York
THIS 10% ORIGINAL ISSUE DISCOUNT SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 10% Original Issue Discount Secured Convertible Debentures of SAFE AND GREEN DEVELOPMENT CORPORATION, a Delaware corporation (together with its successors and assigns, the “Company”), whose registered office is at 100 Biscayne Blvd., #1201, Office 12, Miami, FL 33132, designated as its 10% Original Issue Discount Secured Convertible Debenture due April 25, 2026 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
PURCHASE AGREEMENTPurchase Agreement • August 14th, 2024 • Safe & Green Development Corp • Real estate • New York
THIS PURCHASE AGREEMENT (this “Agreement”), dated as of August 12, 2024, is made by and between ARENA BUSINESS SOLUTIONS GLOBAL SPC II, LTD (the “Investor”), and SAFE AND GREEN DEVELOPMENT CORPORATION, a Delaware corporation (the “Company”).
COMMON STOCK PURCHASE WARRANT Safe and Green DEVELOPMENT CorpORATIONCommon Stock Purchase Warrant • May 3rd, 2024 • Safe & Green Development Corp • Real estate • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date and on or prior to 5:00 p.m. (New York City time) on [●], 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Safe and Green Development Corporation, a Delaware corporation (the “Company”), up to [●] shares of common stock, par value, $0.001 per share (“Common Stock”), of the Company (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price per share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominees (“DTC”) shall initially be the sole registered holder of this
COMMON STOCK PURCHASE WARRANT SAFE AND GREEN DEVELOPMENT CORPORATIONSecurity Agreement • May 24th, 2024 • Safe & Green Development Corp • Real estate • Florida
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the second $350,000.00 convertible debenture to Peak One Opportunity Fund, L.P., a Delaware limited partnership (the “Fund”) on or around the Issuance Date (the “Debenture”)), Peak One Investments, LLC, a Delaware limited liability company (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from SAFE AND GREEN DEVELOPMENT CORPORATION, a Delaware corporation (the “Company”), 262,500 shares of Common Stock (as defined below) (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with th
COMMON STOCK PURCHASE WARRANT SAFE AND GREEN DEVELOPMENT CORPORATIONSecurity Agreement • October 31st, 2024 • Safe & Green Development Corp • Real estate • New York
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the convertible debenture in the principal amount of $[●] to the Holder (as defined below) of even date) (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Debenture”), [●], a [●] (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from SAFE AND GREEN DEVELOPMENT CORPORATION, a Delaware corporation (the “Company”), [●] shares of Common Stock (the “Common Stock”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase a
SAFE AND GREEN DEVELOPMENT CORPORATION INDEMNIFICATION AGREEMENTIndemnification Agreement • February 6th, 2023 • Safe & Green Development Corp • Real estate • Delaware
This Indemnification Agreement (the “Agreement”) is made as of __________, 2023, by and between Safe and Green Development Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”).
SEPARATION AND DISTRIBUTION AGREEMENT by and between SAFE & GREEN HOLDINGS CORP. and SAFE AND GREEN DEVELOPMENT CORPORATION Dated as of September 26, 2023Separation and Distribution Agreement • September 28th, 2023 • Safe & Green Development Corp • Real estate • Delaware
THIS SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), is entered into as of, September 26, 2023, by and between Safe & Green Holdings Corp., a Delaware corporation (“SG Holdings”), and Safe and Green Development Corporation, a Delaware corporation and a wholly owned subsidiary of SG Holdings (“SG DevCo”) (each a “Party” and together, the “Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 1st, 2023 • Safe & Green Development Corp • Real estate • Florida
This AGREEMENT made as of February 14, 2023 (the “Effective Date”), by and between Safe and Green Development Corporation, having its principal office at 990 Biscayne Blvd, #501, Office 12, Miami, FL 33132 (hereinafter referred to as the "Company"), and Nicolai Brune, an individual living in Miami, Florida.
AMENDED AND RESTATED OPERATING AGREEMENT OF NORMAN BERRY II OWNERS, LLCOperating Agreement • February 6th, 2023 • Safe & Green Development Corp • Real estate
THIS AMENDED AND RESTATED OPERATING AGREEMENT OF Norman Berry II Owners, LLC (the “Company”) is made and entered into as of the 31st day of May, 2021 (“Effective Date”) by and between SG Development Corp. (“SGB”), a Delaware corporation, and CMC Development Group LLC (“CMC”), a Georgia limited liability company.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 31st, 2024 • Safe & Green Development Corp • Real estate
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 25, 2024, by and between SAFE AND GREEN DEVELOPMENT CORPORATION, a Delaware corporation (the “Company”), and those certain investors identified on the signature page hereto (together with it permitted assigns, individually, each an “Investor” and collectively, the “Investors”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in that certain Securities Purchase Agreement by and between the Company and the Investors, dated as of the date hereof (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
ESCROW AGREEMENTEscrow Agreement • June 30th, 2023 • Safe & Green Development Corp • Real estate • New York
This ESCROW AGREEMENT, dated as of June 21st, 2023 (together with Schedule A hereto, this “Agreement”), is between Safe and Green Development Corporation, (“Issuer”), a Delaware corporation, with principal offices located at 990 Biscayne Blvd, Suite 501, Office 12, Miami, FL 33132and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New
NOTE CANCELLATION AGREEMENTNote Cancellation Agreement • August 18th, 2023 • Safe & Green Development Corp • Real estate • New York
This Note Cancellation Agreement (the “Agreement”) is entered into August 9, 2023, effective as of July 1, 2023 (the “Effective Date”), by and between Safe & Green Holdings Corp. (the “Lender”) and Safe and Green Development Corporation (the “Borrower”). Borrower and Lender may be referred to individually as a “Party” or collectively as the “Parties”.
MASTER PURCHASE AGREEMENT by and between SG Echo, LLC and Safe and Green Development Corporation Dated December 17, 2023 MASTER PURCHASE AGREEMENTMaster Purchase Agreement • December 21st, 2023 • Safe & Green Development Corp • Real estate • New York
PLACEMENT AGENT PURCHASE WARRANT SAFE AND GREEN DEVELOPMENT CORPORATIONPlacement Agent Purchase Warrant • May 3rd, 2024 • Safe & Green Development Corp • Real estate • New York
THIS PLACEMENT AGENT PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ___________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Initial Exercise Date and on or prior to 5:00 p.m. (New York City time) on May __, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Safe and Green Development Corporation, a corporation incorporated under the laws of Delaware (the “Company”), up to _________ shares of common stock, par value, $0.001 per share (the “Common Stock”) of the Company (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
AMENDMENT NO. 2 TO LOAN AGREEMENTLoan Agreement • September 12th, 2023 • Safe & Green Development Corp • Real estate
This Amendment No. 2 (this “Amendment No. 2”) to Loan Agreement is made and entered into effective as of September 11, 2023, by and between Safe and Green Development Corporation (the “Company”) and BCV S&G DevCorp (“BCV S&G”). Capitalized terms used but not defined herein shall have the respective meanings assigned to such terms in the BCV Loan Agreement (as defined below).
SHARED SERVICES AGREEMENTShared Services Agreement • September 28th, 2023 • Safe & Green Development Corp • Real estate • Delaware
Shared Services Agreement (the “Agreement”), dated as of September 26, 2023 (the “Effective Date”), by and between Safe & Green Holdings Corp., a Delaware corporation (“SG Holdings”), and Safe and Green Development Corporation, a Delaware corporation (“SG DevCo) (each, a “Party” and collectively, the “Parties”).
Amendment to Joint Venture AgreementJoint Venture Agreement • November 14th, 2024 • Safe & Green Development Corp • Real estate
As of November 8th, 2024, the contract entitled JOINT VENTURE AGREEMENT between the following parties: Safe and Green Development Corporation, a publicly traded Delaware corporation (“SGD”), of 100 Biscayne Boulevard, Suite 1201, Miami, Florida 33132, and Properties by Milk & Honey LLC, a Texas limited liability company (“Milk & Honey”), of 1716 W Loop P, Palmview, Texas 78572. The parties are hereinafter sometimes referred to together as the “Joint Venturers” or the “Parties” and individually as a “Joint Venturer” or “Party.
TAX MATTERS AGREEMENT by and between SAFE & GREEN HOLDINGS CORP. and SAFE AND GREEN DEVELOPMENT CORPORATON Dated as of September 26, 2023Tax Matters Agreement • September 28th, 2023 • Safe & Green Development Corp • Real estate
THIS TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of September 26, 2023, by and between by and between Safe & Green Holdings Corp., a Delaware corporation, (“SG Holdings”) and Safe and Green Development Corporation, a Delaware corporation and a wholly owned subsidiary of SG Holdings, (“SG DevCo”) (each a “Party” and together, the “Parties”).
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 6th, 2024 • Safe & Green Development Corp • Real estate
This Amendment, dated February 2, 2024 (the “Effective Date”) (this “Amendment”), to the Employment Agreement, dated February 3, 2023 (the “Agreement”), is entered into by and between Safe and Green Development Corporation (the “Company”) and David Villarreal (the “Executive”). Capitalized terms used herein without definition shall have the meanings assigned in the Agreement.
WRITTEN LOAN AGREEMENTLoan Agreement • May 1st, 2023 • Safe & Green Development Corp • Real estate
and the parties agree to incorporate the terms of all the loan documents connected with such loan as a part of this Loan Agreement.
AMENDMENT NO. 1 TO LOAN AGREEMENTLoan Agreement • August 28th, 2023 • Safe & Green Development Corp • Real estate
This Amendment No. 1 (this “Amendment No. 1”) to Loan Agreement is made and entered into effective as of August 25, 2023, by and between Safe and Green Development Corporation (the “Company”) and BCV S&G DevCorp (“BCV S&G”). Capitalized terms used but not defined herein shall have the respective meanings assigned to such terms in the BCV Loan Agreement (as defined below).
Profit Sharing AgreementProfit Sharing Agreement • February 13th, 2024 • Safe & Green Development Corp • Real estate • Delaware
This Profit Sharing Agreement (the “Agreement”) is entered into as of February 7, 2024 by and between Safe and Green Development Corp., a Delaware corporation, (“SGD”), and Matthew A. Barstow (the “Members Representative”) on behalf of and as the duly authorized representative of those members set forth on Exhibit A hereto (the “Members”) of Majestic Worldwide Holdings, LLC, an Arizona limited liability company (“MWH”) (individually, each a “Party” and collectively, the “Parties”). All capitalized terms not defined herein shall have the meanings ascribed to them in the MIPA.
This instrument was prepared by and after recording should be returned to: Robert J. Getchell, Esq. GableGotwalsModification to Real Estate Mortgage • April 9th, 2024 • Safe & Green Development Corp • Real estate
Amendment to Joint Venture AgreementJoint Venture Agreement • November 14th, 2024 • Safe & Green Development Corp • Real estate
As of November 08th, 2024, the contract entitled JOINT VENTURE AGREEMENT between the following parties: Safe and Green Development Corporation, a publicly traded Delaware corporation (“SGD”), of 100 Biscayne Boulevard, Suite 1201, Miami, Florida 33132, and Properties by Milk & Honey LLC, a Texas limited liability company (“Milk & Honey”), of 1716 W Loop P, Palmview, Texas 78572. The parties are hereinafter sometimes referred to together as the “Joint Venturers” or the “Parties” and individually as a “Joint Venturer” or “Party.
GLOBAL AMENDMENT TO 10% ORIGINAL ISSUE DISCOUNT SECURED CONVERTIBLE DEBENTURES10% Original Issue Discount Secured Convertible Debentures • September 20th, 2024 • Safe & Green Development Corp • Real estate
This GLOBAL AMENDMENT TO 10% ORIGINAL ISSUE DISCOUNT SECURED CONVERTIBLE DEBENTURES (this “Amendment”) is dated effective as of September 19, 2024, by and between Safe and Green Development Corporation, a Delaware Corporation (the “Company”) and each of the investors party hereto (each, an “Investor” and together with the Company, the “Parties”).
MEMBERSHIP INTERESTS PURCHASE AGREEMENT by and among SAFE AND GREEN DEVELOPMENT CORP., as Buyer, THE MEMBERS OF MAJESTIC WORLD HOLDINGS LLC LISTED ON EXHIBIT A ATTACHED HERETO, MAJESTIC WORLD HOLDINGS LLC, and SELLERS REPRESENTATIVE, as Sellers Dated...Membership Interests Purchase Agreement • February 13th, 2024 • Safe & Green Development Corp • Real estate
THIS MEMBERSHIP INTERESTS PURCHASE AGREEMENT (this “Agreement”), dated as of this 7th day of February, 2024 (the “Closing Date”), is by and among Safe and Green Development Corp., a Delaware corporation (the “Buyer”), the members listed on Exhibit A attached hereto (the “Members”) of Majestic World Holdings LLC, a Wyoming limited liability company (the “Company” and, collectively with the Members, the “Sellers,” and Matthew A. Barstow, an individual (the “Sellers Representative”).
GuarantyGuaranty • April 9th, 2024 • Safe & Green Development Corp • Real estate
Guaranteed Indebtedness: The debt evidenced by the note of even date, in the original principal amount of $1,000,000.00, executed by Borrower and payable to the order of Lender, the obligations under the deed of trust executed in connection with the note and any other document executed by Borrower evidencing or securing the note (collectively, the “Loan Documents”), plus all interest, penalties, expenses, attorney’s fees, and other collection costs as provided in the Loan Documents.
AMENDMENT #1 TO THE SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 24th, 2024 • Safe & Green Development Corp • Real estate
THIS AMENDMENT #1 TO THE SECURITIES PURCHASE AGREEMENT (the “Amendment”) is entered into on May 22, 2024 (the “Effective Date”), by and between Safe and Green Development Corporation, a Delaware corporation (the “Company”), and Peak One Opportunity Fund, L.P., a Delaware limited partnership (the “Holder”) (collectively the “Parties”).
