REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 1st, 2023 • Safe & Green Development Corp • Real estate
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 30, 2023, 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 equity 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”).
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
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”).
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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 1st, 2023 • Safe & Green Development Corp • Real estate • Delaware
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 30, 2023, 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”).
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
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”).
COMMON STOCK PURCHASE WARRANT SAFE AND GREEN DEVELOPMENT CORPORATIONCommon Stock Purchase Warrant • March 25th, 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 $250,000.00 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”), 125,000 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 that cert
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.
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”).
COMMON STOCK PURCHASE WARRANT Safe and Green DEVELOPMENT CorpORATIONSafe & Green Development Corp • May 3rd, 2024 • 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
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.
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
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).
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
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”).
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 AGREEMENTWritten Loan 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).
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.
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. GableGotwalsSafe & Green Development Corp • April 9th, 2024 • Real estate
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”).
GuarantySafe & Green Development Corp • April 9th, 2024 • 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”).
AMENDMENT #1 TO THE REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 24th, 2024 • Safe & Green Development Corp • Real estate
THIS AMENDMENT #1 TO THE REGISTRATION RIGHTS 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”).
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).
WRITTEN LOAN AGREEMENT (2nd Lien)Written Loan Agreement • April 9th, 2024 • 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.
COMMON STOCK PURCHASE WARRANT SAFE AND GREEN DEVELOPMENT CORPORATIONCommon Stock Purchase Warrant • 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
REAL ESTATE SALES CONTRACTReal Estate Sales Contract • February 6th, 2024 • Safe & Green Development Corp • Real estate • Georgia
