Material Agreement Form 8 K

Item 1.01. Entry Into a Material Definitive Agreement.

On November 15, 2024, Safe and Green Development Corporation (the "Company") and Arena Business Solutions Global SPC II, LTD ("Arena Global") entered into an amendment (the "Amendment") to the purchase agreement dated August 12, 2024, as amended on August 30, 2024 (as amended, the "ELOC Purchase Agreement).

The Amendment accelerated the payment of the second tranche commitment shares and provided for the issuance to Arena Global of a pre-funded warrant to purchase 83,333 shares of the Company's common stock (the "Second Tranche Commitment Fee Shares") on November 15, 2024. The Amendment also has a provision that provides for the issuance of additional shares of Common Stock as commitment fee shares in the event the value of the Second Tranche Commitment Fee Shares is less than $250,000 measured during a specified period.

The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.