10% ORIGINAL ISSUE DISCOUNT SECURED CONVERTIBLE DEBENTURE DUE February 12, 2026Convertible Security Agreement • August 14th, 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 February 9, 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”).
FORM OF] COMMON STOCK PURCHASE WARRANT SAFE AND GREEN DEVELOPMENT CORPORATIONSecurity Agreement • August 14th, 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”), [_] (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 agreemen
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 14th, 2024 • Safe & Green Development Corp • Real estate
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 12, 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”).
GUARANTYGuaranty • August 14th, 2024 • Safe & Green Development Corp • Real estate • New York
WHEREAS, Safe and Green Development Corporation, a Delaware corporation (the “Borrower”), is the holder of certain equity interests of the Guarantors; and
SECURITY AGREEMENTSecurity Agreement • August 14th, 2024 • Safe & Green Development Corp • Real estate
SECURITY AGREEMENT (this “Agreement”), dated as of August 12, 2024, by and among SAFE AND GREEN DEVELOPMENT CORPORATION, a Delaware corporation (the “Company”), the Guarantors (as defined below) and those certain holders of the Company’s Debentures in an original aggregate principal amount of up to $10,277,776.75 (collectively, the “Holders” of the “Debentures”) their endorsees, transferees and assigns (collectively, with the Agent (as defined below), the “Secured Parties”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 14th, 2024 • Safe & Green Development Corp • Real estate • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 12, 2024, between Safe and Green Development Corporation, a Delaware corporation (the “Company”), and those certain Purchasers on the signature page hereto (each a “Purchaser,” and collectively the “Purchasers”). Each of the Company and the Purchasers shall individually be referred to herein as a “Party” and, collectively, as the “Parties.”
