SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 12th, 2023 • Safe & Green Development Corp • Real estate • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of [●], 2023, 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”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • October 12th, 2023 • 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 $[●] of registered securities of the Company, including, but not limited to, [●] shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”), pre-funded common stock purchase warrants to purchase up to an aggregate of [●] shares of Common Stock (the “Prefunded Warrants”), and Common Warrants to purchase up to an aggregate of [●] shares of Common Stock (the “Common Warrants” and together with the Prefunded 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
COMMON STOCK PURCHASE WARRANT Safe and Green DEVELOPMENT CorpORATIONCommon Stock Purchase Warrant • October 12th, 2023 • 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 [●] (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 Warra
WARRANT AGENT AGREEMENTWarrant Agent Agreement • October 12th, 2023 • Safe & Green Development Corp • Real estate
WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of [______], 2023 (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 [______], 2023, among the Company and the purchasers signatory thereto.
PLACEMENT AGENT PURCHASE WARRANT SAFE AND GREEN DEVELOPMENT CORPORATIONSafe & Green Development Corp • October 12th, 2023 • Real estate • New York
THIS PLACEMENT AGENT PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Maxim Partners LLC 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 October __, 2028 (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).
