What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-03-31 compared with 2022-04-18 · 532 added, 587 removed, 1475 unchanged (43% of the section changed)

22 unchanged sentences

Name of Director or Executive Officer

Served as an Officer and/or Director Since

Chairman of the Board and Chief Executive Officer

November 2011

Position Served as an Officer and/or Director Since

Chairman of the Board, Chief Executive Officer and Interim Chief Financial Officer November 2011

William Rogers

Chief Operating Officer

December 2020

Yaniv Blumenfeld

Maggie Coleman (1)(3)(6)

Director April 2018

Christopher Melton (2)(4)(5)

November 2011

Joseph Safina (1)(3)

David Villarreal

William Rogers

Chief Operating Officer

December 2020

Gerald Sheeran

Acting Chief Financial Officer

Director May 2021

Hawkins (1)(3)(4)

Director December 2022

Elizabeth Cormier-May (1)(3)(4)

Director January 2023

(1) Audit Committee Member.

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( 3 ) Compensation Committee Member.

Compensation Committee Chairman.

(4) Nominating and Corporate Governance Committee Member.

Nominating and Corporate Governance Committee Chair

(5) Lead Independent Director.

Galvin was appointed as a director and the Company’s Chief Executive Officer upon consummation of the reverse merger among CDSI Holdings Inc., CDSI Merger Sub, Inc., the Company, and certain stockholders of the Company on November 4, 2011 (the “Merger”).

Galvin is a founder of SG Blocks, LLC, the predecessor entity of the Company.

He was appointed as Interim Chief Financial Officer on May 18, 2022.

Galvin is a founder of Safe & Green, LLC, the predecessor entity of the Company.

He has served as the Chief Executive Officer of the Company since April 2009 and as a director of the Company since January 2007.

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Blumenfeld’s pertinent experience, qualifications, attributes and skills include expertise in real estate finance, risk-control, developments, investment banking and capital raising.

Maggie Coleman was appointed as a director of the Company in June of 2020.

She is Managing Partner as Sera Global where she leads the Private Capital Advisory practice for real estate and is reponsible for advising leading general partners, operating companies and managers of real assets on capital formation and fund strategy including capital raising.

Additional, she oversees Sera Global's investor coverage across institutional relationships, private equity and private capital groups.

Prior to joining Sera Global, she was a Senior Managing Director and Co-Head of International Capital, Americas at Jones Lang LaSalle Incorporated (NYSE:

JLL), a Fortune 500 company.

In this role, Ms.

Coleman led a team that was primarily focused on cross-border capital deployment from global investors across Canada, EMEA and Asia Pacific.

Coleman was responsible for placing capital from international investors into JLL’s direct transactions, structuring recapitalizations and joint ventures, while also helping offshore capital acquire and finance JLL’s global investment portfolios and large single asset sales.

Coleman has been involved in over $20 billion in transactions and has directed the JLL platform that has executed over $53 billion in transactions since 2011, including over $10 billion in loan sales in the US, Europe and Asia.

Coleman was responsible for business development, client management and the execution of global transactions and is a frequent speaker on global capital flows in the real estate sector.

Coleman also served in various other positions at JLL including as Executive Vice President at JLL form 2013-209 and Managing Director for, 2016-2019.

Prior to its merger with JLL in 2008, Ms.

Coleman worked as a Director within the M&A Advisory Services group of Staubach Capital Markets specializing in real estate structured financial solutions and investment banking.

Coleman earned a master’s degree from the University of Chicago in Political Economy and a bachelor’s degree in business economics & public policy (BEPP) and international business from Indiana University’s Kelley School of Business.

Coleman is a council member of the Urban Development/Mixed-Use Council (UDMUC) at the Urban Land Institute.

Commercial Property Executive named Ms.

Coleman as a recipient of the “Rising Leader Award” for 2012.

Coleman also received the Catalyst Award from JLL for her achievements in team management.

Coleman is affiliated with the Guild Board of the Boys & Girls Clubs of Chicago and is a member of the Board of Directors of the Jackson Chance Foundation.

We selected Ms.

Coleman to serve on our Board because she brings extensive real estate investment knowledge.

Coleman’s pertinent experience, qualifications, attributes and skills include expertise in real estate investment and financial literacy.

Christopher Melton was appointed as a director of the Company upon consummation of the Merger on November 4, 2011.

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Melton earned Certification from University of California, Los Angeles’s Anderson Director Education Program in 2014.

We selected Mr.

We sel e cted Mr.

Melton to serve on our Board because he brings extensive knowledge of finance and the real estate industry.

Melton’s pertinent experience, qualifications, attributes and skills include financial literacy and expertise, managerial experience and the knowledge and experience he has attained through his real estate investment and development activities.

Joseph Safina was appointed as a director of the Company on May 28, 2021.

Safina is a serial entrepreneur with over thirty years of experience in investment banking working with public and privately held small to mid-cap companies.

Since 1997, Mr.

Safina has been the principal of Safina Capital, an “all-stage” investment firm which offers its portfolio companies investment capital, strategic insight, global relationships and operational support.

He has been instrumental in helping his clients with large-scale fund-raising, merger & acquisitions, business development, marketing and financial management.

In 1988, Joseph Safina joined NYSE Member firm, Gruntal & Co., as a Senior Vice President.

He was a top producer and was tasked with building Gruntal’s Corporate Finance Department.

He left Gruntal & Co.

in 1993 and founded Nichols, Safina, Lerner & Co.

(NSL) - a New York-based broker dealer.

As the C.E.O.

of NSL, he navigated the firm from a start-up into a 200 employee, multi-location company.

Safina also headed up NSL’s trading desk, making markets in hundreds of stocks and was profiled as one of the top ten Bankers in the country in R.J.

Shook’s “The Winners Circle”.

Safina has raced cars professionally for over ten years and has competed at the prestigious 24 Hours at Daytona, The 12 Hours of Sebring and The 24 Hours of Dubai representing BMW, Ford and Porsche with several IMSA podium finishes.

He is also a pilot, scuba diver and competitive cyclist.

We selected Mr.

Safina to serve on our Board because he brings extensive knowledge of finance industry.

Safina’s pertinent experience, qualifications, attributes and skills include financial literacy and expertise, managerial experience and the knowledge and experience he has attained through his investment activities.

David Villarreal was appointed as a director of the Company on May 28, 2021.

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Villarreal’s pertinent experience, qualifications, attributes and skills include financial literacy and expertise, managerial experience and the knowledge and experience he has attained through his real estate investment activities.

William Rogers has served as the Company’s Chief Operating Officer since December 2020.

Rogers has over 30 years of professional construction experience as lead superintendent.

From April 2007 through December 2020, Mr.

Rogers acted as the Construction Superintendent at Plaza Construction Corp.

based out of New York City.

As the Construction Superintendent, Mr.

Rogers supervised and directed subcontractors while demonstrating strong leadership, communication, organizational and time management skills.

As part of his responsibilities, Mr.

Rogers monitored costs including labor and material, project schedule and progress, and coordinated the sequence of construction details.

Gerald Sheeran has served as the Controller of the Company since March of 2018 and Acting Chief Financial Officer since August 22, 2019.

Sheeran brings to our Company extensive experience and expertise in areas of finance and accounting.

Prior to joining the Company, Mr.

Sheeran was a Senior Accounting Manager for Lucid Energy Group from March of 2013 to March of 2018.

Before his time at Lucid Energy Group, Mr.

Sheeran worked for several different companies in connection with their accounting, reporting, and financial operations.

Sheeran holds a Bachelor of Business Administration in Accounting from the University of Texas at Arlington.

Shafron Hawkins was appointed as a director of the Company in December of 2022.

Shafron Hawkins’ career spans the industries of financial services, government and nonprofits.

Hawkins started his career working for TD Waterhouse Securities in its active investors division before moving to Credit Suisse First Boston.

In June 2002, Hawkins founded Hawkins Capital Group, where he served as Principal while helping raise acquisition capital for small companies.

In 2016, Hawkins became a legislative fellow in the U.S.

House of Representatives, advising a Way and Means Committee member and helping push forward the Simplifying America’s Tax System (SATS) plan.

Soon after, Hawkins served as a U.S.

Senate Tax and Trade Counsel where he worked to expand the Tax Cuts and Jobs Act to include the Opportunity Zones provision.

Hawkins also served as Majority Staff Director for the Senate Finance Subcommittee on Energy, Natural Resources, and Infrastructure, having previously served as Majority Staff Director for the Senate Finance Subcommittee on Fiscal Responsibility and Economic Growth.

Upon leaving Capitol Hill, Hawkins founded the Opportunity Funds Association, an organization that helps advocate for Opportunity Zones and drive investments into underserved areas.

In 2022, Hawkins worked with Congress to introduce the bi-partisan, bi-cameral Opportunity Zones Transparency Extension and Improvement Act which achieves the OFA member policy goals of increased investment and greater transparency in Opportunity Zones.

Hawkins earned his undergraduate degree in economics from The Ohio State University, his MBA from Columbia Business School as a Credit Suisse First Boston Fellow, and his JD from the Moritz College of Law at OSU.

He is currently an adjunct professor at the Cleveland State University College of Law.

We selected Mr.

Hawkins to serve on our Board because he brings extensive knowledge with respect to the financial services, government and nonprofit industries.

Hawkins’s pertinent experience, qualifications, attributes and skills include financial literacy and expertise, managerial experience and the knowledge and experience he has attained through his financial services, government and nonprofit activities.

Elizabeth Cormier-May was appointed as a director of the Company in January 2023.

Cormier-May began her career as a medicinal chemist, specializing in early discovery oncology at the Novartis institute for Biomedical Research.

Cormier-May currently serves as CEO and Board Director of Mammogen, Inc., as well as the Chairman of the Board, Co-Founder, and CEO of Dragonfly Data Ventures.

Mammogen, Inc.

is a women’s health diagnostics company focused on the noninvasive detection of disease in its earliest stages.

Mammogen is one of 3 companies within the IV BioHoldings (IVBH) ecosystem, where Ms.

Cormier-May also serves as the SVP and Chief Commercial Officer.

IVBH is a privately held bio-innovation platform that seeks to conceive, create and develop first-in-category precision health technologies and companies that radically improve detection, diagnosis and treatment of disease.

Cormier-May has served since January 2022 as Senior Vice President and Chief Commercial Officer of IV Bioholdings, LLC, a privately held bio-innovation platform seeking to conceive, create and develop first-in-category precision health technologies and companies that radically improve detection, diagnosis and treatment of disease, serves and has served since March 2021 as a director and Chief Executive Officer of Mammogen.

Inc.,a privately held Women’s health diagnostics start-up, part of the IV BioHoldings, LLC bio innovation studio, and serves and has served since April 2019, as Chairman of the Board, Co-Founder and Chief Executive Officer of Dragonfly Data Ventures, Inc., a privately held data influence platform, seeking to create a gamified consumer platform that allows users to own, manage, and monetize their health, wellness, fitness, and transactional data.

From May 2016 to March 2019, Ms.

Cormier-May served as Vice President and Head of Commercial Diagnostics of Exosome Diagnostics, Inc., a personalized healthcare company acquired by Bio-Teche in August 2018.

From June 2004 to May 2016, Ms.

Cormier-May served in a number of management capacities with various multi-national and other companies in the healthcare and drug development industries.

Cormier-May received her B.A.

in organic chemistry from Wheaton College and attended Northeastern University’s chemical biology and organic chemistry program.

We selected Ms.

Cormier-May to serve on our Board because she brings extensive knowledge of the biotechnology industry and diagnostics services market.

Cormier-May’s pertinent experience, qualifications, attributes and skills include financial literacy and expertise, managerial experience and the knowledge and experience she has attained through her biotechnology industry and diagnostics services activities.

Board Leadership Structure

3 unchanged sentences

Galvin currently holds the Chairman and Chief Executive Officer roles.

Villarreal currently serves as the Lead Independent Director appointed by the majority of the Board.

Melton currently serves as the Lead Independent Director appointed by the majority of the Board.

Villarreal served as our Lead Independent Director until February 2023 when he was appointed President and Chief Executive Officer of SG DevCorp.

and was no longer independent.

The responsibilities of the Lead Independent Director include, among others:

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This enhances our ability to communicate our message and strategy clearly and consistently to our stockholders, employees, customers and suppliers, particularly during times of turbulent economic and industry conditions.

The Board believes the appointment of a strong Lead Independent Director and the use of regular executive sessions of the non-management directors, along with a majority the Board being composed of independent directors, allow it to maintain effective oversight of management.

The Board believes the appointment of a strong Lead Independent Director and the use of regular executive sessions of the non-management directors, along with a majority the Board being comprised of independent directors, allow it to maintain effective oversight of management.

We believe that the combination of the Chairman and Chief Executive Officer roles is appropriate in the current circumstances and, based on the relevant facts and circumstances, separation of these offices would not serve our best interests and the best interests of our stockholders at this time.

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The Board has reviewed the materiality of any relationship that each of our directors has with the Company and has determined that each of Messrs.

Villarreal, Melton and Safina, and Ms.

Coleman, is “independent” in accordance with the Nasdaq Listing Rules.

Galvin is not considered “independent” due to his executive position.

Hawkins , Melton and Ms.

Cormier-May , is “independent” in accordance with the Nasdaq Listing Rules.

Galvin and Villarreal are not considered “independent” due to their executive position.

Blumenfeld is also not considered "independent" due to compensation he received from certain business relationships he has with us.

6 unchanged sentences

Our Board has established a separate standing Audit Committee, Compensation Committee and Nominating, Environmental, Social and Corporate Governance Committee.

Each of the Audit Committee, Compensation Committee and Nominating, Environmental, Social and Corporate Governance Committee operates pursuant to a written charter, a copy of which may be viewed on the Company’s website at https://www.sgblocks.com under the “Investors — Corporate Governance” tab.

Each of the Audit Committee, Compensation Committee and Nominating, Environmental, Social and Corporate Governance Committee operates pursuant to a written charter, a copy of which may be viewed on the Company’s website at https ://www.safeandgreenholdings.com under the “Investors — Corporate Governance” tab.

Audit Committee

1 unchanged sentence

Melton, who serves as chairperson, Mr.

Safina and Ms.

Hawkins and Ms.

Cormier-May .

The Audit Committee Charter requires that the Audit Committee consist of at least three members of the Board, each of whom is required to be independent as defined by Nasdaq and SEC rules.

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The members of our Compensation Committee are Mr.

Villarreal, who serves as chairperson, Ms.

Coleman and Mr.

Hawkins and Ms.

Cormier-May .

The Compensation Committee Charter requires that the Compensation Committee consist of at least two members of the Board, each of whom is required to be independent as defined by Nasdaq rules.

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and administering our stock compensation plans.

Our principal executive officer annually reviews the performance of each of the named executive officers and other officers and makes recommendations regarding the named executive officers and other officers and managers of the company, while the Compensation Committee reviews the performance of our principal executive officer.

Our principal executive officer annually reviews the performance of each of the named executive officers and other officers and makes recommendations regarding the compensation of the named executive officers and other officers and managers of the company, while the Compensation Committee reviews the performance of our principal executive officer.

The conclusions and recommendations resulting from our principal executive officer’s review are then presented to the Compensation Committee for its consideration and approval.

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In performing its functions, the Compensation Committee may retain or obtain the advice of such compensation consultants, legal counsel and other advisors.

In September 2020, the Compensation Committee engaged Haigh & Company as its independent compensation consultant.

In March 2022, the Compensation Committee engaged Haigh & Company as its independent compensation consultant.

With the assistance of Haigh & Company, the Compensation Committee developed and implemented an organizational framework covering salary, annual bonus and equity ownership, with the goal of attracting and retaining talented individuals who are critical to the Company’s long-term success and aligning pay with performance.

Based on the information received from the consultant, the Compensation Committee believes that the work Haigh & Company performed in 2020 did not raise a conflict of interest and that it was fully independent.

The Compensation Committee had previously engaged Haigh & Company in February 2018 as its independent compensation consultant.

The Compensation Committee had previously engaged Haigh & Company in September 2020 as its independent compensation consultant.

Nominating, Environmental, Social and Corporate Governance Committee

The members of our Nominating, Environmental, Social and Corporate Governance Committee are Ms.

Coleman, who serves as the chairperson, Mr.

Melton and Mr.

The Nominating, Environmental, Social and Corporate Governance Committee is currently comprised of, Mr.

Hawkins and Ms.

The Nominating, Environmental, Social and Corporate Governance Committee Charter requires that the Nominating, Environmental, Social and Corporate Governance Committee consist of at least two members of the Board, each of whom is required to be independent as defined by Nasdaq rules.

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There are no family relationships between the directors of the Board or any of the executive officers of the Company.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our executive officers, directors and persons who beneficially own more than 10 percent of a registered class of SG Blocks, Inc.

equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock.

Such officers, directors and persons are required by SEC regulation to furnish us with copies of all Section 16(a) forms that they file with the SEC.

Based solely on a review of the copies of such forms that were received by us, or written representations from certain reporting persons that no Forms 5 were required for those persons, we are not aware of any failures to file reports or report transactions in a timely manner during the year ended December 31, 2021.

Conduct of Board Meetings

The Chairman sets the agenda for Board meetings with the understanding that the Board is responsible for providing suggestions for agenda items that are aligned with the advisory and monitoring functions of the Board.

Agenda items that fall within the scope of responsibilities of a committee of the Board are reviewed with the chair of that committee.

Any member of the Board may request that an item be included on the agenda.

Board materials related to agenda items are provided to Board members sufficiently in advance of Board meetings to allow the directors to prepare for discussion of the items at the meeting.

At the invitation of the Board, members of senior management recommended by the Chairman attend Board meetings or portions thereof for the purpose of participating in discussions.

Code of Business Conduct and Ethics

Our Board has adopted a Code of Business Conduct and Ethics that applies to all of our employees, officers and directors, including our principal executive officer, principal financial officer and principal accounting officer.

The Code of Business Conduct and Ethics is posted on our website at https://www.sgblocks.com under the “Investors — Corporate Governance” tab, and is available free of charge, upon request to our Corporate Secretary at SG Blocks, Inc., 5011 Gate Parkway, Building 100, Suite 100, Jacksonville, Florida 32256 ;

The Code of Business Conduct and Ethics is posted on our website at https://www.

safeandgreenholdings.com under the “Investors — Corporate Governance” tab, and is available free of charge, upon request to our Corporate Secretary at Safe & Green Holdings Corp., 990 Biscayne Blvd., #501, Office 12, Miami, FL 33132;

telephone number:

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Name and Principal Position

Chairman and Chief Executive Officer

Chairman and Chief Executive Officer and Interim Chief Financial Officer

Gerald Sheeran,

Acting Chief Financial Officer and Controller

Former Acting Chief Financial Officer and Controller

William Rogers

Chief Operating Officer

(1) On November 3, 2022, the Compensation Committee granted RSUs with a value of $402,500 to Mr.

On October 1, 2021, the Compensation Committee granted RSUs with a value of $1,183,000 to Mr.

1 unchanged sentence

Rogers and $338,000 to Mr.

On April 14, 2020, the Compensation Committee granted RSUs with a value of $53,935 to Mr.

Galvin and $14,280 to Mr.

On September 23, 2020 the Compensation Committee awarded, RSUs with a value of $135,750 to Mr.

On December 9, 2020, the Compensation Committee awarded RSUs with a value of $1,220,161 to Mr.

This column indicates the aggregate grant date fair value, as determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation — Stock Compensation (“FASB ASC Topic 718”).

2 unchanged sentences

Galvin — automobile allowance of $9,600, medical insurance allowance of $25,305 and phone allowance of $1,800;

Sheeran — phone allowance of $1,500, automobile allowance of $1,500, $5,125 matching contributions under the Company's 401(k) plan, medical insurance allowance of $9,404;

Rogers — medical insurance allowance of $8,278 and $1,625 phone allowance.

Sheeran — phone allowance of $500, automobile allowance of $2,000, medical insurance allowance of $4,064, restricted common shares with an approximate value of $38,000 from his separation agreement and a separation payment of $131,250;

Rogers — medical insurance allowance of $10,410, and $14,300 matching contributions under the Company’s qualified 401 (k) plan and $1,500 phone allowance.

For 2021, all other compensation consisted of:

Galvin — automobile allowance of $9,600, medical insurance allowance of $29,257 and phone allowance of $1,800;

Rogers — other allowances of $5,769 Mr.

Sheeran — phone allowance of $ 1,500 , medical insurance allowance of $ 7,894 , other allowances of $ 22,500 and $ 1,800 matching contributions under the Company’s qualified 401 (k) plan.

Sheeran — phone allowance of $1,500, automobile allowance of $1,500, $5,125 matching contributions under the Company's 401(k) plan, medical insurance allowance of $9,404;

Rogers — medical insurance allowance of $8,278 and $1,625 phone allowance.

Sheeran’s employment with us terminated on May 12, 2022.

Galvin was appointed Interim Chief Financial Officer on May 18, 2022.

Narrative Disclosure to Summary Compensation Table

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Galvin increased from $ 180,000 to $ 400,000 .

On July 5, 2022, the annual base salary for Mr.

Galvin increased to $500,000.

On August 22, 2019, the Board appointed Gerald Sheeran, the former Controller of the Company, as the acting Chief Financial Officer of the Company.

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Sheeran increased from $180,000 to $225,000.

Sheeran’s employment terminated on May 12, 2022.

As part of his separation agreement, Mr.

Sheeran received cash consideration of $131,250.

as well as 22,000 shares of restricted common stock.

On December 7, 2020, the Company appointed William Rogers to serve as the Company’s Chief Operations Officer with an annual base salary of $300,000 per year.

4 unchanged sentences

Bonus Payments

No bonuses were earned by any named executive officer for 2020.

Bonus’ were accrued in 2022 for Mr.

Galvin for $50,000 and Mr.

Rogers for $60,000.

Galvin was paid $50,000 of his 2022 bonus during 2022.

Bonus’ were accrued in 2021 for Mr.

Galvin for $100,000, Mr.

3 unchanged sentences

Sheeran entering into the executive employment agreement.

Stock Options

In the past, we generally offered stock options to our key employees, including our named executive officers, as the long-term incentive component of our compensation program.

Our stock options allow key employees to purchase shares of our Common Stock at a price per share equal to the fair market value of our common stock on the date of grant, and may be intended to qualify as “incentive stock options” under the Internal Revenue Code.

No stock options were granted to any named executive officer for 2021 or 2020.

Equity Awards

During 2021 and 2022, we granted restricted stock unit awards to our key employees, including our named executive officers, as the long-term incentive component of our compensation program .

Employment Agreements

2 unchanged sentences

We employ Mr.

Galvin, our Chief Executive Officer and Chairman of the Board, pursuant to employment agreement, effective January 1, 2017.

Galvin, our Chief Executive Officer, Interim Chief Financial Officer and Chairman of the Board, pursuant to an employment agreement, effective January 1, 2017.

The employment agreement provided for an initial term of two years, with automatic renewals unless earlier terminated pursuant to the provisions of the employment agreement.

3 unchanged sentences

In April 2020, we entered into an amendment to Mr.

Galvin’s employment agreement, dated January 1, 2017, to extend the term of employment to December 31, 2021 and increased the annual base salary to $400,000, provide for a performance bonus structure for a bonus of up to 50% of base salary upon the Company’s achievement of $2,000,000 EBITDA and additional performance bonus payments for the achievement of EBITDA in excess of $2,000,000 based on a percentage of the incremental increase in EBITDA (ranging from 10% of the incremental increase in EBITDA if the Company achieves over $2,000,000 and up to $7,000,000 in EBITDA, 8% of the incremental increase in EBITDA if the Company achieves over $7,000,000 and up to $12,000,000 in EBITDA and 3% of the incremental increase in EBITDA over $12,000,000), provide for a profits-based additional bonus of up to $250,000 in certain limited circumstances, and provide for one (1) year severance, plus a pro-rated amount of any unpaid bonus earned by him during the year as verified by the Company’s principal financial officer, if Mr.

Galvin’s employment agreement employment to December 31, 2021 and increased the annual base salary to $400,000, provide for a performance bonus structure for a bonus of up to 50% of base salary upon the Company’s achievement of $2,000,000 EBITDA and additional performance bonus payments for the achievement of EBITDA in excess of $2,000,000 based on a percentage of the incremental increase in EBITDA (ranging from 10% of the incremental increase in EBITDA if the Company achieves over $2,000,000 and up to $7,000,000 in EBITDA, 8% of the incremental increase in EBITDA if the Company achieves over $7,000,000 and up to $12,000,000 in EBITDA and 3% of the incremental increase in EBITDA over $12,000,000), provide for a profits-based additional bonus of up to $250,000 in certain limited circumstances, and provide for one (1) year severance, plus a pro-rated amount of any unpaid bonus earned by him during the year as verified by the Company’s principal financial officer, if Mr.

Galvin is terminated without cause.

At the Company’s option, up to fifty (50%) percent of the EBITDA performance bonuses may be paid in restricted stock units if then available for grant under the Company’s Stock Incentive Plan.

In July 2022, we entered into an amendment to Mr.

Galvin’s employment agreement to increase his annual base salary to $500,000.

All other terms of the employment agreement remain in full force and effect.

3 unchanged sentences

Pursuant to the terms of the Rogers Employment Agreement, October 1, 2021, Mr.

Rogers was issued a restricted stock grant under our Stock Incentive Plan, as amended (the "Plan"), of 37,500 shares of the Company’s common stock, vesting upon issuance, and a restricted stock grant under the Plan of 200,000 shares of our common stock, vesting monthly over two years.

Rogers was issued a restricted stock grant under our Plan of 37,500 shares of the Company’s common stock, vesting upon issuance, and a restricted stock grant under the Plan of 200,000 shares of our common stock, vesting monthly over two years.

Rogers is subject to a one-year post-termination non-compete and non-solicit of employees and clients.

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He is also bound by confidentiality provisions.

On October 1, 2021, the Company's Compensation Committee (the “Compensation Committee”) of the Board of Directors of SG Blocks, Inc.

granted the following awards of restricted stock units (RSUs) under the Plan:

(i) Paul Galvin, the Company’s Chairman and CEO, 350,000 RSUs under the Plan vesting quarterly over two years, (ii) William Rogers, the Company’s Chief Operating Officer, 37,500 RSUs under the Plan vesting upon issuance and 200,000 RSU’s under the Plan vesting monthly over two years, (iii) Gerald Sheeran, the Company’s Acting Chief Financial Officer, 100,000 RSUs under the Plan vesting quarterly over two years.

Sheeran’s employment terminated on May 12, 2022.

As part of his separation agreement, Mr.

Sheeran received cash consideration of $131,250 as well as 22,000 shares of restricted common stock.

David Villarreal

On February 3, 2023, SG DevCorp.

entered into an executive employment agreement with David Villarreal to employ Mr.

Villarreal as its President and Chief Executive Officer for an initial term of two (2) years, which provides for an annual base salary of $300,000, a discretionary bonus of up to 25% of his base salary upon achievement of objectives as may be determined by the SG DevCorp.

board of directors and severance in the event of a termination without cause in amount equal to equal to one year’s annual base salary and benefits.

Pursuant to the terms of the employment agreement, subject to SG DevCorp.

Board of Directors approval, SG DevCorp.

agreed to issue to Mr.

Villarreal a restricted stock grant of under SG DevCorp.’s 2023 Incentive Compensation Plan for six hundred fifty thousand shares (650,000) shares of SG DevCorp.'s common stock, vesting fifty percent (50%) upon issuance, with the balance vesting quarterly on a pro-rata basis over the next eighteen (18) months of continuous service.

Villarreal is subject to a one-year post-termination non-compete and non-solicit of employees and clients.

He is also bound by confidentiality provisions.

On November 3, 2022, the Company's Compensation Committee (the “Compensation Committee”) of the Board of Directors of Safe & Green granted Paul Galvin, the Company’s Chairman and CEO, an award of 250,000 restricted stock units (RSUs) under the Plan vesting quarterly over two years.

Retirement, Health, Welfare, and Additional Benefits

11 unchanged sentences

William Rogers

Gerald Sheeran

(1) In connection with a public offering by the Company, completed in June 2017, Mr.

11 unchanged sentences

(5) These options vest in equal quarterly installments over a two year period, beginning March 31, 2018, and vested in full as of December 31, 2019.

These options vest in equal quarterly installments over a three year period, beginning March 30, 2018, and vest in full as of March 31, 2021.

The shares subject to these restricted stock units vest in three equal installments over a three year period, beginning December 31, 2020, and vest in full as of December 31, 2022.

The shares subject to these restricted stock units vest over a two year period with 1/3 due at grant, 1/3 on the one year anniversary of the grant date and 1/3 on the two year anniversary of the grant date, beginning September 23,2020, and vest in full as of September 23, 2022.

(6) The shares subject to these restricted stock units vest in equal installments over a two year period, beginning November 3, 2022 and vest in full as of October 1, 2024.

(7) The shares subject to these restricted stock units vest in quarterly installments over a two year period, beginning October 1, 2021, and vest in full as of September 30, 2023.

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The following table sets forth the cash fee schedule for compensating non-employee directors from January 2022 through December 2022:

1 / 22 – 12 / 22

Annual Board Retainer

11 unchanged sentences

In addition, pursuant to the Plan, during 2022 non-employee directors received an annual grant of 80,000 RSUs (the “Equity Awards”), with a grant date value of approximately $104,000.

The RSUs were issued on October 1, 2021 and vest monthly over one year from the date of grant and, if earlier, in full on the date of the 2022 Annual Meeting of Shareholders.

The RSUs were issued on November 18, 2022 and vest quarterly over two years from the date of grant and, if earlier, in full on the date of the 2023 Annual Meeting of Shareholders.

Additional Compensation

5 unchanged sentences

The compensation arrangements for Mr.

Galvin is disclosed in the Summary Compensation Table set forth in the “Executive Compensation” section of this Annual Report on Form 10-K.

Galvin is disclosed in the Summary Compensation Table set forth in the “Executive Compensation” section of this Annual Report.

Galvin did not receive compensation for his services as a director during the year ended December 31, 2022.

5 unchanged sentences

David Villarreal (3)

Shafron Hawkins (4)

(1) This column indicates the aggregate grant date fair value, as determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation — Stock Compensation (“FASB ASC Topic 718”), of the RSUs granted in November 2022.

See “Note 19 — Share-based Compensation” of the Notes to Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2022 for an explanation of the assumptions made in valuing these awards.

3 unchanged sentences

Safina and Mr.

Villarreal joined the Board in May 2021.

Villarreal joined the Board in May 2021 and Mr.

Safina resigned as a Board member on November 20,2022.

Hawkins joined the Board on December 22, 2022.

The aggregate number of option and stock awards outstanding (including exercisable and unexercised stock options and vested and unvested RSUs) as of December 31, 2022 for each non-employee director was as follows:

5 unchanged sentences

David Villareal

Shafron Hawkins

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Unless otherwise indicated the mailing address of each of the stockholders below is c/o SG Blocks, Inc., 5011 Gate Parkway, Building 100 , Suite 100 , Jacksonville, Florida 32256 .

Unless otherwise indicated the mailing address of each of the stockholders below is c/o Safe & Green Holdings Corp., 990 Biscayne Blvd., #501, Office 12, Miami, FL 33132.

Except as otherwise indicated, and subject to applicable community property laws, except to the extent authority is shared by both spouses under applicable law, the Company believes the persons named in the table have sole voting and investment power with respect to all shares of common stock held by them.

The following table sets forth certain information, as of April 11, 2022, with respect to the beneficial ownership of our common stock by each of the following:

The following table sets forth certain information, as of March 29, 2023 , with respect to the beneficial ownership of our common stock by each of the following:

· each person who is known by us to be the beneficial owner of more than 5% of our outstanding stock;

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· all of our directors and executive officers as a group.

As of April 11, 2021, we had 12,006,873 shares of common stock outstanding.

As of March 29, 2023, we had 14,314,800 shares of common stock outstanding.

We have determined beneficial ownership in accordance with the rules of the SEC.

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Christopher Melton, Director ( 4 )

Maggie Coleman, Director (5)

Elizabeth Cormier-May, Director

William Rogers ( 6 )

Gerald Sheeran, Acting Chief Financial Officer (7)

Joseph Safina, Director (8\)

Gerald Sheeran, Former Acting Chief Financial Officer (6)

David Villarreal, Director (7)

All Current Executive Officers and Directors, as a group (9 persons)

5% or Greater Stockholders

Bran Bagley (10)

Shafron Hawkins

All Named Executive Officers and Directors, as a group ( 9 persons)

Greater than 5% stockholders other than executive officers and directors

Group One Trading, LP (8)

John William Shaw (9)

* Less than 1% ownership interest.

The number of shares and the percent beneficially owned by each entity or individual are based upon 12,006,873 shares of common stock outstanding and assume the exercise of all exercisable options and vesting of all outstanding time-based restricted stock units (including those that would be exercisable or vested within 60 days of April 11, 2022).

(1) The number of shares and the percent beneficially owned by each entity or individual are based upon 14,314,800 shares of common stock outstanding and assume the exercise of all exercisable options and vesting of all outstanding time-based restricted stock units (including those that would be exercisable or vested within 60 days of March 29, 2023).

The percent beneficially owned is a fraction, the numerator of which is the number of shares of common stock beneficially owned by each entity or individual (including any exercisable options, as described herein) and the denominator of which is the number of outstanding shares of common stock plus the number of shares of common stock which would be issued upon (i) exercise by the subject entity or individual of such entity or individual’s own options and warrants and (ii) vesting of outstanding time-based restricted stock units.

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Galvin disclaims beneficial ownership of the shares of common stock held by TAG except to the extent of his pecuniary interest therein.

Also includes 23,800 options to purchase our common shares presently exercisable or exercisable within 60 days of April 11, 2022.

Includes 472,602 in vested RSUs and does not include 263,090 unvested RSUs that will not vest within 60 days of April 11, 2022.

Also includes 23,800 options to purchase our common shares presently exercisable or exercisable within 60 days of March 29, 2023.

Includes 72,010 in vested RSUs and does not include 275,000 unvested RSUs that will not vest within 60 days of March 29, 2023.

(3) Includes 44,029 shares of common stock directly held by Mr.

Includes 26,679 in vested RSUs and does not include 3,946 unvested RSUs that will not vest within 60 days of April 11, 2022.

Includes 7,791 in vested RSUs and does not include 15,896 unvested RSUs that will not vest within 60 days of March 29, 2023.

(4) Includes 20 shares of common stock held in Mr.

2 unchanged sentences

Includes 833 options held by Mr.

Melton to purchase our common stock presently exercisable or exercisable within 60 days of April 11, 2022.

Includes 26,679 in vested RSUs and does not include 3,946 unvested RSUs that will not vest within 60 days of April 11, 2022.

Includes 28,808 in vested RSUs and does not include 3,946 unvested RSUs that will not vest within 60 days of April 11, 2022.

Includes 104,167 in vested RSUs and does not include 133,333 unvested RSUs that will not vest within 60 days of April 11, 2022.

Melton to purchase our common stock presently exercisable or exercisable within 60 days of March 29, 2023.

Includes 8,777 in vested RSUs and does not include 15,000 unvested RSUs that will not vest within 60 days of March 29, 2023.

(5) Includes 94,807 shares of common stock directly held by Mr.

Includes 28,627 in vested RSUs and and does not include 58,333 unvested RSUs that will not vest within 60 days of March 29, 2023.

Includes 45,908 shares of common stock held by Mr.

Also includes 1,250 options to purchase common stock presently exercisable or exercisable within 60 days of April 11, 2022.

Includes 78,000 in vested RSUs and does not include 100,000 unvested RSUs that will not vest within 60 days of April 11, 2022.

Includes 7,888 in vested RSUs and does not include 3,946 unvested RSUs that will not vest within 60 days of April 11, 2022.

Share ownership information is based on information contained in a Schedule 13G filed with the Securities and Exchange Commission on November 29, 2021 by E.

Bryan Bagley.

Bryan Bagley has sole voting and dispositive power with regard to 316,500 shares of our common stock and shares voting and shares dispositive power with respect to 310,000 shares of our common stock.

The principal business address for, E..Bryan Bagley is 1470 Arlington Drive, Salt Lake City, Utah 84103.

Also includes 1,250 options to purchase common stock presently exercisable or exercisable within 60 days of March 29, 2023.

Includes 40,842 in vested RSUs.

(7) Includes 9,895 shares of common stock directly held by Mr.

Includes 6,939 in vested RSUs and does not include 15,000 unvested RSUs that will not vest within 60 days of March 29, 2023.

(8) Information is based upon a Schedule 13G filed with the SEC on June 3, 2022 by Kyle Tondo-Kramer, the Chief Compliance Officer of Group One Trading, LP.

The address of Group One Trading, LP is 425 S.

Financial Place, Suite 3400, Chicago, Illinois 60605.

(9) Information is based upon a Schedule 13D filed with the SEC on March 29, 2023 by John William Shaw.

The address of Mr.

Shaw is 1005 E.

Las Tunas Drive, #116, San Gabriel, California 91776.

This amount (a) includes the rights to purchase 734,500 shares in the aggregate that are exercisable subject to various call option contracts and (b) excludes short put option contracts pursuant to which the Reporting Person may be required to purchase up to 1,306,100 shares in the aggregate.

Equity Compensation Plan Information

See Part I, Item 5— Equity Compensation Plan Information for certain information regarding our equity compensation plans.

See Part II, Item 5 — Equity Compensation Plan Information for certain information regarding our equity compensation plans.

Certain Relationships and Related Transactions, and Director Independence.

12 unchanged sentences

The Company has a promissory note in the principal amount of $ 100,000 and the assignment of the promissory note occurred in January 2022.

On January 31, 2020, Mahesh Shetty, the Company’s former President and Chief Financial Officer (“Former Employee”), filed suit against the Company and its Chairman and Chief Executive Officer, Paul Galvin, claiming (i) $372,638 in unpaid wages and bonuses and (ii) $300,000 due in severance (hereafter the “Action”).

On March 25, 2020, the Former Employee filed an amended complaint raising additional claims of retaliation under the Fair Labor Standards Act, 29 U.S.C.

(“FLSA”), and contractual indemnification.

On April 27, 2020, the Company filed a motion to dismiss the Action.

The Company asserted that the Former Employee agreed to accept (and did receive) restricted stock units of the Company’s common stock in full satisfaction and payment of all alleged unpaid wages and bonuses that are claimed in the Action, and/or has otherwise been paid in full for all amounts claimed.

The Company further maintained that the Former Employee’s employment agreement precludes any entitlement to or liability for severance.

On June 15, 2020, the Court entered a decision granting in part and denying in part the Company’s motion to dismiss.

Specifically, the Court dismissed the Former Employee’s claim (i) for severance (in the amount of $300,000) and unpaid wages pursuant to the FLSA, but denied dismissal of the Former Employee’s claims for retaliation under the FLSA or unpaid wages allegedly due under the New York Labor Law.

On or about September 14, 2021, the Company and Former Employee entered into a settlement and release agreement resolving their respective claims.

On or about September 14, 2021, the Company and its former President and Chief Financial Officer, Mahesh Shetty, entered into a settlement and release agreement resolving their respective claims.

On September 14, 2021, the parties filed a joint motion seeking court approval of the settlement.

24 unchanged sentences

All other fees (4)

Totals $ 251,500

(1) Audit fees include fees paid to Whitley Penn for professional services rendered for the audit for our annual financial statements and reviews of the financial statements included in our Quarterly Reports on Form 10-Q and fees related to securities registration statements and related comfort letter procedures.

6 unchanged sentences

The Audit Committee has determined that the provision of the services by Whitley Penn reported hereunder had no impact on its independence.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

Exhibit and Financial Statement Schedules.

(a)(1) INDEX TO 2022 CONSOLIDATED FINANCIAL STATEMENTS:

Our financial statements and the notes thereto, together with the report thereon of Whitley Penn LLP, our registered public accounting firm, dated April 15, 2022, appear beginning on page F-1 of this Annual Report.

See Table of Contents of the Consolidated Financial Statements included in this Annual Report.

Our financial statements and the notes thereto, together with the report thereon of Whitley Penn LLP, our registered public accounting firm, dated March 30, 2023 , appear beginning on page F-1 of this Annual Report.

See of the Consolidated Financial Statements included in this Annual Report.

(a)(2) FINANCIAL STATEMENT SCHEDULES

5 unchanged sentences

Exhibit Index

Order Confirming Debtors’ Amended Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K as filed by SG Blocks, Inc.

with the Securities and Exchange Commission on July 7, 2016 (File No.

Disclosure Statement for Amended Plan of Reorganization for SG Blocks, Inc., et al .

under Chapter 11 of the Bankruptcy Code (incorporated herein by reference to Exhibit 2.2 to the Current Report on Form 8-K as filed by SG Blocks, Inc.

with the Securities and Exchange Commission on July 7, 2016 (File No.

Order of the Bankruptcy Court for the Southern District of New York Approving the Disclosure Statement and Setting Plan of Reorganization Confirmation Deadlines (incorporated herein by reference to Exhibit 2.3 to the Current Report on Form 8-K as filed by SG Blocks, Inc.

with the Securities and Exchange Commission on July 7, 2016 (File No.

Amended and Restated Certificate of Incorporation of SG Blocks, Inc.

(incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K as filed by SG Blocks, Inc.

with the Securities and Exchange Commission on July 7, 2016 (File No.

Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (incorporated herein by reference to Exhibit 3.2 to the Current Report on Form 8-K as filed by SG Blocks, Inc.

with the Securities and Exchange Commission on July 7, 2016 (File No.

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of SG Blocks, Inc.

(incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K as filed by SG Blocks, Inc.

with the Securities and Exchange Commission on February 28, 2017 (File No.

Certificate of Amendment to Certificate of Designation, dated May 11, 2017 (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K as filed by SG Blocks, Inc.

with the Securities and Exchange Commission on May 12, 2017 (File No.

Certificate of Elimination of Series A Convertible Preferred Stock, dated December 13, 2018 (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K as filed by SG Blocks, Inc.

with the Securities and Exchange Commission on December 17, 2018 (File No.

Certificate of Amendment to the Amended and Restated Certificate of Incorporation dated June 5, 2019 (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K as filed by SG Blocks, Inc.

with the Securities and Exchange Commission on June 5, 2019 (File No.

Form of Certificate of Designation of the Series B Convertible Preferred Stock (incorporated herein by reference to Exhibit 3.7 to the Registration Statement on Form S-1/A as filed by SG Blocks, Inc.

with the Securities and Exchange Commission on December 9, 2019 (File No.

Certificate of Amendment to the Amended and Restated Certificate of Incorporation, as amended, of SG Blocks, Inc.

(incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K as filed by SG Blocks, Inc.

with the Securities and Exchange Commission on February 5, 2020 (File No.

Amended and Restated Bylaws of SG Blocks, Inc.

dated June 4, 2021 (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K as filed by SG Blocks, Inc.

with the Securities and Exchange Commission on June 7, 2021 (File No.

Form of Warrant to Purchase Common Stock (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K as filed by SG Blocks, Inc.

with the Securities and Exchange Commission on July 14, 2017 (File No.

Form of Indenture (incorporated herein by reference to Exhibit 4.2 to the Registration Statement on Form S-3 as filed by SG Blocks, Inc.

with the Securities and Exchange Commission on December 18, 2018 (File No.

2.1 Order Confirming Debtors’ Amended Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on July 7, 2016 (File No.

2.2 Disclosure Statement for Amended Plan of Reorganization for Safe & Green, et al .

under Chapter 11 of the Bankruptcy Code (incorporated herein by reference to Exhibit 2.2 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on July 7, 2016 (File No.

2.3 Order of the Bankruptcy Court for the Southern District of New York Approving the Disclosure Statement and Setting Plan of Reorganization Confirmation Deadlines (incorporated herein by reference to Exhibit 2.3 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on July 7, 2016 (File No.

3.1 Amended and Restated Certificate of Incorporation of the Company (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on July 7, 2016 (File No.

3.2 Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (incorporated herein by reference to Exhibit 3.2 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on July 7, 2016 (File No.

3.3 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on February 28, 2017 (File No.

3.4 Certificate of Amendment to Certificate of Designation, dated May 11, 2017 (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on May 12, 2017 (File No.

3.5 Certificate of Elimination of Series A Convertible Preferred Stock, dated December 13, 2018 (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on December 17, 2018 (File No.

3.6 Certificate of Amendment to the Amended and Restated Certificate of Incorporation dated June 5, 2019 (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on June 5, 2019 (File No.

3.7 Form of Certificate of Designation of the Series B Convertible Preferred Stock (incorporated herein by reference to Exhibit 3.7 to the Registration Statement on Form S-1/A as filed by the Registrant with the Securities and Exchange Commission on December 9, 2019 (File No.

Certificate of Amendment to the Amended and Restated Certificate of Incorporation, as amended, of the Company (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on February 5, 2020 (File No.

Amended and Restated Bylaws of the Company dated June 4, 2021 (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on June 7, 2021 (File No.

Form of Warrant to Purchase Common Stock (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on July 14, 2017 (File No.

4.2 Form of Indenture (incorporated herein by reference to Exhibit 4.2 to the Registration Statement on Form S-3 as filed by the Registrant with the Securities and Exchange Commission on December 18, 2018 (File No.

333-228882)).

Form of Common Stock Purchase Warrant (incorporated herein by reference to Exhibit 10.1 of the Current Report on Form 8-K as filed by SG Blocks, Inc.

with the Securities and Exchange Commission on May 1, 2019 (File No.

Form of Series A Common Stock Purchase Warrant (incorporated herein by reference to Exhibit 10.2 of the Current Report on Form 8-K as filed by SG Blocks, Inc.

with the Securities and Exchange Commission on May 1, 2019 (File No.

Form of Representative’s Warrant Agreement (incorporated herein by reference to Exhibit 4.1 of the Current Report on Form 8-K as filed by SG Blocks, Inc.

with the Securities and Exchange Commission on July 31, 2019 (File No.

Form of 9% Secured Note (incorporated herein by reference to Exhibit 4.1 of the Current Report on Form 8-K as filed by SG Blocks, Inc.

with the Securities and Exchange Commission on February 6, 2020 (File No.

Form of Representative’s Warrant (incorporated herein by reference to Exhibit 4.14 to the Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on May 5, 2020 (File No.

4.3 Form of Common Stock Purchase Warrant (incorporated herein by reference to Exhibit 10.1 of the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on May 1, 2019 (File No.

4.4 Form of Series A Common Stock Purchase Warrant (incorporated herein by reference to Exhibit 10.2 of the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on May 1, 2019 (File No.

4.5 Form of Representative’s Warrant Agreement (incorporated herein by reference to Exhibit 4.1 of the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on July 31, 2019 (File No.

4.6 Form of 9% Secured Note (incorporated herein by reference to Exhibit 4.1 of the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on February 6, 2020 (File No.

Form of Representative’s Warrant (incorporated herein by reference to Exhibit 4.14 to the Registration Statement on Form S-1/A filed by the Registrant with the Securities and Exchange Commission on May 5, 2020 (File No.

333-237682)).

Form of Pre-Funded Warrant ( incorporated herein by reference to Exhibit 4.15 to the Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on May 5, 2020 (File No.

Form of Pre-Funded Warrant ( incorporated herein by reference to Exhibit 4.15 to the Registration Statement on Form S-1/A filed by the Registrant with the Securities and Exchange Commission on May 5, 2020 (File No.

333-237682)).

Description of Capital Stock

Form of SG Blocks, Inc.

Incentive Stock Option Agreement (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K as filed by SG Blocks, Inc.

with the Securities and Exchange Commission on November 1, 2016 (File No.

Form of SG Blocks, Inc.

Nonqualified Stock Option Agreement (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K as filed by SG Blocks, Inc.

with the Securities and Exchange Commission on November 1, 2016 (File No.

Form of Director Indemnification Agreement (incorporated herein by reference to Exhibit 10.1 to the Registration Statement on Form S-1 as filed by SG Blocks, Inc.

with the Securities and Exchange Commission on February 6, 2017 (File No.

4.9* Description of Securities

Debenture, dated February 7, 2023, in the principal amount of $1,100,000 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on February 7, 2023 (File No.

Warrant, dated February 7, 2023 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on February 7, 2023 (File No.

Form of the Company Incentive Stock Option Agreement (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on November 1, 2016 (File No.

Form of the Company Nonqualified Stock Option Agreement (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on November 1, 2016 (File No.

10.3# Form of Director Indemnification Agreement (incorporated herein by reference to Exhibit 10.1 to the Registration Statement on Form S-1 as filed by the Registrant with the Securities and Exchange Commission on February 6, 2017 (File No.

333-215922)).

SG Blocks, Inc.

Stock Incentive Plan (incorporated herein by reference to Exhibit 10.10 to the Registration Statement on Form S-1 as filed by SG Blocks, Inc.

with the Securities and Exchange Commission on February 6, 2017 (File No.

Stock Incentive Plan (incorporated herein by reference to Exhibit 10.10 to the Registration Statement on Form S-1 as filed by the Registrant with the Securities and Exchange Commission on February 6, 2017 (File No.

333-215922)).

Executive Employment Agreement, effective as of January 1, 2017, between Paul M.

Galvin and SG Blocks, Inc.

(incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K as filed by SG Blocks, Inc.

with the Securities and Exchange Commission on March 14, 2017 (File No.

Galvin and the Company (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on March 14, 2017 (File No.

Amendment No.

1 to the SG Blocks, Inc.

Stock Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K as filed by SG Blocks, Inc.

with the Securities and Exchange Commission on June 5, 2018 (File No.

Stock Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on June 5, 2018 (File No.

Form of SG Blocks, Inc.

Restricted Share Unit Agreement (Non-Employee Directors) (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K as filed by SG Blocks, Inc.

with the Securities and Exchange Commission on July 30, 2018 (File No.

Form of Restricted Share Unit Agreement (incorporated herein by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q as filed by SG Blocks, Inc.

with the Securities and Exchange Commission on August 14, 2019 (File No.

Form of Restricted Share Unit Agreement (Special Bonus) (incorporated herein by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q as filed by SG Blocks, Inc.

with the Securities and Exchange Commission on August 14, 2019 (File No.

Exclusive License Agreement, entered into as of October 3, 2019 by and between SG Blocks, Inc.

and CPF MF 2019-1 LLC (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K as filed by SG Blocks, Inc.

with the Securities and Exchange Commission on October 9, 2019 (File No.

Loan Agreement and Promissory Note, dated effective October 3, 2019, between SG Blocks, Inc., as lender, and CPF GP 2019-1 LLC, as borrower (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K as filed by SG Blocks, Inc.

with the Securities and Exchange Commission on October 9, 2019 (File No.

Right of First Refusal Agreement, entered into as of October 9, 2019 by and between SG Blocks, Inc.

and CMC Development LLC (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K as filed by SG Blocks, Inc.

with the Securities and Exchange Commission on October 15, 2019 (File No.

Amendment to Loan Agreement and Promissory Note between SG Blocks, Inc.

and CPF GP 2019-LLC (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K as filed by SG Blocks, Inc.

with the Securities and Exchange Commission on October 15, 2019 (File No.

Second Amendment to Loan Agreement and Promissory Note dated November 7, 2019 between CPF GP 2019-1 LLC and SG Blocks, Inc (incorporated herein by reference to Exhibit 10.1 of the Current Report on Form 8-K as filed by SG Blocks, Inc.

with the Securities and Exchange Commission on November 13, 2019 (File No.

Restricted Share Unit Agreement (Non-Employee Directors) (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on July 30, 2018 (File No.

Form of Restricted Share Unit Agreement (incorporated herein by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q as filed by the Registrant with the Securities and Exchange Commission on August 14, 2019 (File No.

Form of Restricted Share Unit Agreement (Special Bonus) (incorporated herein by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q as filed by the Registrant with the Securities and Exchange Commission on August 14, 2019 (File No.

Exclusive License Agreement, entered into as of October 3, 2019 by and between the Company and CPF MF 2019-1 LLC (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on October 9, 2019 (File No.

Loan Agreement and Promissory Note, dated effective October 3, 2019, between the Company, as lender, and CPF GP 2019-1 LLC, as borrower (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on October 9, 2019 (File No.

Right of First Refusal Agreement, entered into as of October 9, 2019 by and between the Company and CMC Development LLC (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on October 15, 2019 (File No.

Amendment to Loan Agreement and Promissory Note between the Company and CPF GP 2019-LLC (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on October 15, 2019 (File No.

Second Amendment to Loan Agreement and Promissory Note dated November 7, 2019 between CPF GP 2019-1 LLC and Safe & Green (incorporated herein by reference to Exhibit 10.1 of the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on November 13, 2019 (File No.

Amendment No.

1 to Exclusive License Agreement, entered into as of October 3, 2019 by and between SG Blocks, Inc.

and CPF MF 2019-1 LLC (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q as filed by SG Blocks, Inc.

with the Securities and Exchange Commission on November 14, 2019 (File No.

Waiver of Warrant (incorporated herein by reference to Exhibit 10.1 of the Current Report on Form 8-K as filed by SG Blocks, Inc.

with the Securities and Exchange Commission on December 13, 2019 (File No.

Promissory Note, dated January 21, 2020, issued by CPF GP 2019-1 LLC to SG Blocks, Inc.

(incorporated herein by reference to Exhibit 10.1 of the Current Report on Form 8-K as filed by SG Blocks, Inc.

with the Securities and Exchange Commission on January 23, 2020 (File No.

Promissory Note, dated January 21, 2020, issued by CPF GP 2019 -1 LLC to Paul Galvin (incorporated herein by reference to Exhibit 10.2 of the Current Report on Form 8-K as filed by SG Blocks, Inc.

with the Securities and Exchange Commission on January 23, 2020 (File No.

Security Agreement, by and among CPF GP 2019-1 LLC, SG Blocks, Inc.

and Paul Galvin, dated January 21, 2020 (incorporated herein by reference to Exhibit 10.3 of the Current Report on Form 8-K as filed by SG Blocks, Inc.

with the Securities and Exchange Commission on January 23, 2020 (File No.

Form of Securities Purchase Agreement (incorporated herein by reference to Exhibit 10.1 of the Current Report on Form 8-K as filed by SG Blocks, Inc.

with the Securities and Exchange Commission on February 6, 2020 (File No.

Form of Pledge Agreement (incorporated herein by reference to Exhibit 10.2 of the Current Report on Form 8-K as filed by SG Blocks, Inc.

with the Securities and Exchange Commission on February 6, 2020 (File No.

1 to Exclusive License Agreement, entered into as of October 3, 2019 by and between the Company and CPF MF 2019-1 LLC (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q as filed by the Registrant with the Securities and Exchange Commission on November 14, 2019 (File No.

Waiver of Warrant (incorporated herein by reference to Exhibit 10.1 of the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on December 13, 2019 (File No.

Promissory Note, dated January 21, 2020, issued by CPF GP 2019-1 LLC to the Company (incorporated herein by reference to Exhibit 10.1 of the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on January 23, 2020 (File No.

Promissory Note, dated January 21, 2020, issued by CPF GP 2019 -1 LLC to Paul Galvin (incorporated herein by reference to Exhibit 10.2 of the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on January 23, 2020 (File No.

Security Agreement, by and among CPF GP 2019-1 LLC, the Company and Paul Galvin, dated January 21, 2020 (incorporated herein by reference to Exhibit 10.3 of the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on January 23, 2020 (File No.

Form of Securities Purchase Agreement (incorporated herein by reference to Exhibit 10.1 of the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on February 6, 2020 (File No.

Form of Pledge Agreement (incorporated herein by reference to Exhibit 10.2 of the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on February 6, 2020 (File No.

Distributorship Agreement between Osang Healthcare Co., Ltd.

and SG Blocks, Inc., effective as of April 28, 2020 (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 5, 2020 (File No.

and the Company, effective as of April 28, 2020 (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 5, 2020 (File No.

Amendment to Distributorship Agreement between Osang Healthcare Co., Ltd.

and SG Blocks, Inc., dated April 30, 2020 (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 5, 2020 (File No.

and the Company, dated April 30, 2020 (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 5, 2020 (File No.

Agreement between Osang Group Co.

and SG Blocks, Inc., dated May 1, 2020 (incorporated herein by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 5, 2020 (File No.

and the Company, dated May 1, 2020 (incorporated herein by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 5, 2020 (File No.

Amendment No.

2 unchanged sentences

Asset Purchase Agreement by and between SG Echo, LLC and Echo DCL, LLC, dated September 17, 2020 (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 22, 2020 (File No.

Unimproved Property Contract, dated February 25, 2021, by and between SG Blocks, Inc.

and Northport Harbor LLC (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K as filed by SG Blocks, Inc.

with the Securities and Exchange Commission on May 11, 2021 (File No.

Settlement and Mutual Release Agreement, dated June 15, 2021, by and among CPF GP 2019-1 LLC, Capital Plus Financial, LLC and SG Blocks, Inc.

(incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K as filed by SG Blocks, Inc.

with the Securities and Exchange Commission on June 21, 2021 (File No.

Termination of Exclusive License Agreement, effective June 15, 2021 (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K as filed by SG Blocks, Inc.

with the Securities and Exchange Commission on June 21, 2021 (File No.

Assignment of Limited Rights Under Membership Interest Redemption Agreement, dated June 15, 2021, by and among Capital Plus Financial, LLC, SG Blocks, Inc.

and CPF GP 2019-1 LLC (incorporated herein by reference to Exhibit 10.3 to the Current Report on Form 8-K as filed by SG Blocks, Inc.

with the Securities and Exchange Commission on June 21, 2021 (File No.

Unimproved Property Contract, dated February 25, 2021, by and between the Company and Northport Harbor LLC (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on May 11, 2021 (File No.

Settlement and Mutual Release Agreement, dated June 15, 2021, by and among CPF GP 2019-1 LLC, Capital Plus Financial, LLC and the Company (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on June 21, 2021 (File No.

Termination of Exclusive License Agreement, effective June 15, 2021 (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on June 21, 2021 (File No.

Assignment of Limited Rights Under Membership Interest Redemption Agreement, dated June 15, 2021, by and among Capital Plus Financial, LLC, the Company and CPF GP 2019-1 LLC (incorporated herein by reference to Exhibit 10.3 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on June 21, 2021 (File No.

Operating Agreement by and between SGB Development Corp., Jacoby Development, Inc.

and JDI-Cumberland Inlet.

LLC, dated June 24, 2021 (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K as filed by SG Blocks, Inc.

with the Securities and Exchange Commission on June 28, 2021 (File No.

Fabrication and Building Services Agreement by and between JDI-Cumberland Inlet, LLC and SG Echo, LLC, dated June 24, 2021 (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K as filed by SG Blocks, Inc.

with the Securities and Exchange Commission on June 28, 2021 (File No.

Real Estate Lien Note, dated July 14, 2021, in the principal amount of $2,000,000 (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K as filed by SG Blocks, Inc.

with the Securities and Exchange Commission on July 19, 2021 (File No.

Deed of Trust, dated July 14, 2021 (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K as filed by SG Blocks, Inc.

with the Securities and Exchange Commission on July 19, 2021 (File No.

Assignment of Leases and Rents, dated July 8, 2021 (incorporated herein by reference to Exhibit 10.3 to the Current Report on Form 8-K as filed by SG Blocks, Inc.

with the Securities and Exchange Commission on July 19, 2021 (File No.

LLC, dated June 24, 2021 (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on June 28, 2021 (File No.

Real Estate Lien Note, dated July 14, 2021, in the principal amount of $2,000,000 (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on July 19, 2021 (File No.

Deed of Trust, dated July 14, 2021 (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on July 19, 2021 (File No.

Assignment of Leases and Rents, dated July 8, 2021 (incorporated herein by reference to Exhibit 10.3 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on July 19, 2021 (File No.

Amendment No.

3 to the SG Blocks, Inc.

Stock Incentive Plan (incorporated by reference to Appendix A to the Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on July 14, 2021 (File No.

Stock Incentive Plan (incorporated by reference to Appendix A to the Definitive Proxy Statement on Schedule 14A filed by the Registrant with the Securities and Exchange Commission on July 14, 2021 (File No.

001-38087)) .

Employment Agreement, dated September 27, 2021, between SG Blocks, Inc.

and William Rogers (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K as filed by SG Blocks, Inc.

with the Securities and Exchange Commission on October 1, 2021 (File No.

Employment Agreement, dated September 30, 2021, between SG Blocks, Inc.

and Gerald Sheeran (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K as filed by SG Blocks, Inc.

with the Securities and Exchange Commission on October 1, 2021 (File No.

Placement Agency Agreement, dated as of October 25, 2021, by and between the Company and the Placement Agent (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K as filed by SG Blocks, Inc.

with the Securities and Exchange Commission on October 26, 2021 (File No.

Form of Securities Purchase Agreement, dated as of October 25, 2021 by and between the Company and the Purchaser named therein (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K as filed by SG Blocks, Inc.

with the Securities and Exchange Commission on October 26, 2021 (File No.

Lease Agreement by and between SG Echo LLC and May Properties, LLC, dated October 28, 2021 (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K as filed by SG Blocks, Inc.

with the Securities and Exchange Commission on November 2, 2021 (File No.

Guaranty by SG Blocks, Inc.

dated October 28, 2021 (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K as filed by SG Blocks, Inc.

with the Securities and Exchange Commission on November 2, 2021 (File No.

Loan Agreement by and among SG Echo LLC, The Durant Industrial Authority and SG Blocks, Inc., as guarantor, dated October 29, 2021 (incorporated herein by reference to Exhibit 10.3 to the Current Report on Form 8-K as filed by SG Blocks, Inc.

with the Securities and Exchange Commission on November 2, 2021 (File No.

Forgivable Promissory Note, dated October 29, 2021, issued by SG Echo LLC (incorporated herein by reference to Exhibit 10.4 to the Current Report on Form 8-K as filed by SG Blocks, Inc.

with the Securities and Exchange Commission on November 2, 2021 (File No.

Employment Agreement, dated September 27, 2021, between the Company and William Rogers (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on October 1, 2021 (File No.

Employment Agreement, dated September 30, 2021, between the Company and Gerald Sheeran (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on October 1, 2021 (File No.

Form of Securities Purchase Agreement, dated as of October 25, 2021 by and between the Company and the Purchaser named therein (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on October 26, 2021 (File No.

Guaranty by the Company dated October 28, 2021 (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on November 2, 2021 (File No.

Loan Agreement by and among SG Echo LLC, The Durant Industrial Authority and the Company, as guarantor, dated October 29, 2021 (incorporated herein by reference to Exhibit 10.3 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on November 2, 2021 (File No.

Forgivable Promissory Note, dated October 29, 2021, issued by SG Echo LLC (incorporated herein by reference to Exhibit 10.4 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on November 2, 2021 (File No.

Amendment to Employment Agreement, dated July 5, 2022, between the Company and (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on February 6, 2023 (File No.

Employment Agreement between SG Blocks, Inc.

and Marc Brune, dated September 1, 2022, between SG Blocks, Inc.

and (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on September 1, 2022 (File No.

Fabrication Agreement between SGB Development Corp.

and SG Echo, LLC, dated December 2, 2022, (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on December 6, 2022 (File No.

Employment Agreement, dated February 3, 2023, between Safe and Green Development Corporation and David Villarreal (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on February 6, 2023 (File No.

Securities Purchase Agreement, dated February 7, 2023, by and between the Company and Peak One Opportunity Fund, L.P.

(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on February 7, 2023 (File No.

Registration Rights Agreement, dated February 7, 2023, by and between the Company and Peak One Opportunity Fund, L.P.

(incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on February 7, 2023 (File No.

Equity Purchase Agreement, dated February 7, 2023, by and between the Company and Peak One Opportunity Fund, L.P.

(incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on February 7, 2023 (File No.

Registration Rights Agreement, dated February 7, 2023, by and between the Company and Peak One Opportunity Fund, L.P.

(incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on February 7, 2023 (File No.

List of Subsidiaries*

13 unchanged sentences

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SG BLOCKS, INC.

April 15, 2022

SAFE & GREEN HOLDINGS CORP.

March 30, 2023

Chief Executive Offic er and Chairman of the Board (Principal Executive Officer)

1 unchanged sentence

Each person whose signature appears below hereby constitutes and appoints Paul M.

Galvin and Gerald A.

Sheeran, and each of them, his attorneys-in-fact, each with the power of substitution, for him and in his name, place and stead, in any and all capacities, to sign this Annual Report on Form 10-K and any and all amendments to this report on Form 10-K, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and all intents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents or any of them or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the Company and in the capacities and on the date indicated.

Chief Executive Officer and Chairman of the Board ( Principal Executive Officer)

April 15, 2022

/s/ Gerald A.

Acting Chief Financial Officer ( Principal Financial Officer and Principal Accounting Officer)

April 15, 2022

Galvin, as his or her attorney-in-fact, each with the power of substitution, for him and in his name, place and stead, in any and all capacities, to sign this Annual Report on Form 10-K and any and all amendments to this report on Form 10-K, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and all intents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents or any of them or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.

Signature Title Date

Galvin Chairman of the Board, Chief Executive Officer (Principal Executive Officer) and Interim Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

March 30, 2023

/s/ David Villarreal

April 15, 2022

March 30, 2023

David Villarreal

/s/ Yaniv Blumenfeld

April 15, 2022

/s/ Yaniv Blumenfeld Director March 30, 2023

Yaniv Blumenfeld

/s/ Christopher Melton

April 15, 2022

/s/ Christopher Melton Director March 30, 2023

Christopher Melton

/s/ Margaret Coleman

April 15, 2022

Margaret Coleman

/s/ Joseph Safina

April 15, 2022

Joseph Safina

SG BLOCKS, INC.

/s/ Shafron E.

Hawkins Director March 30, 2023

/s/ Elizabeth Cormier-May

March 30, 2023

Elizabeth Cormier-May

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

3 unchanged sentences

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Changes in Stockholders’ Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

Consolidated Balance Sheets F-5

Consolidated Statements of Operations F-6

Consolidated Statements of Changes in Stockholders’ Equity F-7

Consolidated Statements of Cash Flows F-8

Notes to Consolidated Financial Statements F-9

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders

SG Blocks, Inc.

Safe & Green Holdings Corp.

and Subsidiaries

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of SG Blocks, Inc.

We have audited the accompanying consolidated balance sheets of Safe & Green Holdings Corp.

and subsidiaries (the “Company”), as of December 31, 2022 and 2021, and the related consolidated statements of operations , changes in stockholders’ equity, and cash flows for the years then ended and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company, as of December 31, 2022 and 2021, and the results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the entity will continue as a going concern.

As discussed in Note 2 to the financial statements, the entity has suffered recurring losses from operations and negative cash flow from operations, and has a net working capital deficiency that raise substantial doubt about its ability to continue as a going concern.

Management's plans in regard to these matters are also described in Note 2.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

59 unchanged sentences

Dallas, Texas

April 15, 2022

SG BLOCKS, INC.

March 30, 2023

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

4 unchanged sentences

Contract assets

Prepaid expenses

Held for sale assets

Prepaid expenses and other current assets

Total current assets

15 unchanged sentences

Short term note payable, net

Other current liabilities

Total current liabilities

8 unchanged sentences

Additional paid-in capital

Treasury stock, at cost – 23,115 shares

Accumulated deficit

Total SG Blocks, Inc.

Total Safe & Green Holdings Corp.

stockholders’ equity

3 unchanged sentences

The accompanying notes are an integral part of these consolidated financial statements.

SG BLOCKS, INC.

AND SUBSIDIAR IES

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Consolidated Statements of Operations

16 unchanged sentences

Interest income

Other income (expense)

Loss on asset disposal

2 unchanged sentences

( 7,089,242 )

( 5,908,372 )

Income tax expense

net profit attributable to noncontrolling interests

Net loss attributable to common stockholders of SG Blocks, Inc.

Net loss per share attributable to SG Blocks, Inc.

Net loss attributable to common stockholders of Safe & Green Holdings Corp.

$ ( 10,832,674

Net loss per share attributable to Safe & Green Holdings Corp.

- basic and diluted:

3 unchanged sentences

The accompanying notes are an integral part of these consolidated financial statements.

SG BLOCKS, INC.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

1 unchanged sentence

$0.01 Par Value

SG Blocks Stockholders'

Safe & Green Stockholders'

Noncontrolling

2 unchanged sentences

Stock-based compensation

Conversion of restricted stock units to common stock

Reverse stock split settlement

Conversion of debt exchange to common stock

Conversion of warrants to common stock

Issuance of common stock, net of issuance costs

Noncontrolling interest distribution

( 3,745,134 )

Net income (loss)

( 10,832,674 )

( 5,908,372 )

Balance at December 31, 2021

Balance at January 1, 2022

( 33,109,220 )

Stock-based compensation

Conversion of warrants to common stock

Issuance of common stock, net of issuance costs

Issuance of restricted stock units

Repurchase of common stock

Noncontrolling interest distribution

( 2,976,148 )

Net income (loss)

( 8,319,048 )

( 7,089,242 )

Balance at December 31, 2022

$ ( 41,428,268 )

$ ( 382,607 )

The accompanying notes are an integral part of these consolidated financial statements.

SG BLOCKS, INC.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

2 unchanged sentences

For the Year Ended

C ash flows from operating activitie s:

Net income (loss)

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Cash flows from operating activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation expense

1 unchanged sentence

Amortization of deferred license costs

Amortization of debt issuance costs

Direct write-off of accounts receivable

Bad debt expense and recoveries

8 unchanged sentences

Right of use asset

Intangible asset

Accounts payable and accrued expenses

6 unchanged sentences

Purchase of property, plant and equipment

Purchase of Echo DCL, LLC, net of cash acquired

Purchase of intangible asset

Proceeds from sale of equipment

Advances in notes receivable

Payment for Promissory Note

Payment on assumed liability of acquired assets

3 unchanged sentences

Investment in and advances to equity affiliates

( 3,600,000 )

Net cash used in investing activities

5 unchanged sentences

Proceeds from long-term note payable

Payments on financing lease

Distribution paid to noncontrolling interest

Settlement of common stock from reverse stock split

Net cash provided by financing activities

Net increase in cash and cash equivalents

( 2,976,148 )

( 3,745,134 )

Repurchase of common stock

Net cash (used in) provided by financing activities

Net (decrease) increase in cash and cash equivalents

( 12,441,605 )

Cash and cash equivalents - beginning of year

3 unchanged sentences

Supplemental disclosure of non-cash operating activities:

Non-cash conversion of long term debt

Non-cash conversion of interest expense of long term debt

Initial value of lease liability

The accompanying notes are an integral part of these consolidated financial statements.

SG BLOCKS, INC.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

2 unchanged sentences

Description of Business

SG Blocks, Inc.

(collectively with its subsidiaries, the “Company,” “we”, “us” or “our”) was previously known as CDSI Holdings, Inc., a Delaware corporation incorporated on December 29, 1993.

Safe & Green Holdings Corp.

(collectively with its subsidiaries, the “Company,” “we”, “us” or “our”) was previously known as SG Blocks, Inc.

as well as CDSI Holdings, Inc., a Delaware corporation incorporated on December 29, 1993.

On November 4, 2011, CDSI Merger Sub, Inc., the Company’s wholly-owned subsidiary, was merged with and into SG Building Blocks, Inc.

2 unchanged sentences

Accordingly, the historical financial statements presented are the financial statements of SG Building.

The building products developed with our proprietary technology and design and engineering expertise are generally stronger, more durable, environmentally sensitive, and erected in less time than traditional construction methods.

The Company operates in the following four segments:

(i) construction;

(ii) medical;

(ii) real estate development;

and (iv) environmental.

The manufacturing segment designs and constructs modular structures built in the Company’s factories.

In the medical segment the Company uses its modular technology to provide turnkey solutions to medical testing and treatment and generates revenue from the medical testing.

The Company’s real estate development segment builds innovative and green single or multifamily projects in underserved regions nationally using modules built in one of the Company’s vertically integrated factories.

The environmental segment, the newest segment, is a sustainable medical and waste management solution that collects waste and treats waste for safe disposal.

The building products developed with the Company's proprietary technology and design and engineering expertise are generally stronger, more durable, environmentally sensitive, and erected in less time than traditional construction methods.

The use of the SGBlocks building structure typically provides between four to six points towards the Leadership in Energy and Environmental Design (“LEED”) certification levels, including reduced site disturbance, resource reuse, recycled content, innovation in design and use of local and regional materials.

Due to the ability of SGBlocks to satisfy such requirements, we believe the products produced utilizing our technology and expertise is a leader in environmentally sustainable construction.

There are three core product offerings that utilize our technology and engineering expertise.

Due to the ability of SGBlocks to satisfy such requirements, the Company believes the products produced utilizing its technology and expertise is a leader in environmentally sustainable construction.

There are three core product offerings that utilize the Company's technology and engineering expertise.

The first product offering involves GreenSteel™ modules, which are the structural core and shell of an SGBlocks building.

We procure the containers, engineer required openings with structural steel enforcements, paint the SGBlocks and then deliver them on-site, where the customer or a customer’s general contractor will complete the entire finish out and installation.

The Company procures the containers, engineer required openings with structural steel enforcements, paint the SGBlocks and then deliver them on-site, where the customer or a customer’s general contractor will complete the entire finish out and installation.

The second product offering involves replicating the process to create the GreenSteel product and, in addition, installing selected materials, finishes and systems (including, but not limited to floors, windows, doors, interior painting, electrical wiring and fixtures, plumbing outlets and bathrooms, roofing system) and delivering SGBlocks pre-fabricated containers to the site for a third party licensed general contractor to complete the final finish out and installation.

1 unchanged sentence

The building is ready for occupancy and/or use as soon as installation is completed.

Construction administration and/or project management services are typically included in our product offerings.

Construction administration and/or project management services are typically included in the Company's product offerings.

The Company also provides engineering and project management services related to the use and modification of Modules in construction.

During 2020, the Company formed, SG Echo, LLC, a wholly owned subsidiary of the Company.

SG Echo, LLC was formed to complete the business acquisition as disclosed in Note 11.

The Company acquired substantially all the assets of Echo DCL, a Texas limited liability company, except for Echo's real estate holdings for which the Company obtained a right of first refusal.

2 unchanged sentences

This acquisition has allowed the Company to expand its reach for the Modules and offer an opportunity to vertically integrate a large portion of the Company's cost of goods sold, as well as increase margins, productivity and efficiency in the areas of design, estimating, manufacturing and delivery and to become the manufacturer of the Company's core container and modular product offerings.

T he Company also entered into a joint venture with Clarity Lab Solutions LLC., to provide clinical lab testing related to COVID-19.

As of January 2021, the Company’s consolidated financial statements include the accounts of Chicago Airport Testing LLC (“CAT”).

The Company has a variable interest in CAT as described further below.

CAT is in the business of marketing, selling, distributing, leasing and otherwise commercially exploiting certain products and services in the COVID-19 testing and other medical industry.

In addition, during 2021, the Company formed SGB Development Corp.

(“SG DevCorp”), which is wholly-owned by the Company.

SG DevCorp was formed with the purpose of real property development utilizing the Company's technologies.

SG DevCorp has a minority interest in Norman Berry II Owners LLC and JDI-Cumberland Inlet LLC as described further below.

SG BLOCKS, INC.

The Company also entered into a joint venture with Clarity Lab Solutions LLC., to provide clinical lab testing related to COVID-19.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

2 unchanged sentences

Description of Business (continued)

Reverse Stock Split

On February 5, 2020, the Company effected a 1-for- 20 reverse stock split of its then-outstanding common stock, which has since been converted.

All share and per share amounts set forth in the consolidated financial statements of the Company have been retroactively restated to reflect the 1-for-20 reverse stock split as if it had occurred as of the earliest period presented and unless otherwise stated, all other share and per share amounts for all periods presented in these consolidated financial statements have been adjusted to reflect the reverse stock split effected in February 2020.

As of December 31, 2021, the Company had 11,986,873 shares of common stock issued and outstanding.

As of December 31, 2021, the Company had cash and cash equivalents of $ 13,024,381 and a backlog of approximately $ 3.2 million.

As of January 2021 and through the fourth quarter of 2021, the Company’s consolidated financial statements include the accounts of Chicago Airport Testing LLC (“CAT”).

The Company had a variable interest in CAT as described further below.

CAT is in the business of marketing, selling, distributing, leasing and otherwise commercially exploiting certain products and services in the COVID-19 testing and other medical industry.

Real Estate Development

In addition, during 2021, the Company formed Safe and Green Development Corporation, formerly, SGB Development Corp.

(“SG DevCorp”), which is wholly-owned by the Company.

SG DevCorp was formed with the purpose of real property development utilizing the Company's technologies.

SG DevCorp has a minority interest in Norman Berry II Owners LLC and JDI-Cumberland Inlet LLC as described further below.

Environmental

During 2022, SG Environmental Solutions Corp.

(“SG Environmental”) was formed and is focused on biomedical waste removal and will utilize a patented technology that it licenses to shred and disinfect biomedical waste, rendering the waste disinfected, unrecognizable, and of no greater risk to the public health than residential household waste.

As of December 31, 2022, the Company had cash and cash equivalents of $ 582,776 and a backlog of $ 6,810,672 .

See Note 13 for a discussion of construction backlog.

2 unchanged sentences

Total Backlog

The Company has incurred losses since its inception and has negative operating cash flows.

Management has taken several actions to ensure that the Company will continue as a going concern.

As described below, the Company has been able to raise substantial cash through equity offerings.

In addition, as further described in these consolidated financial statements, the Company has begun to recognize revenue from new revenue streams.

Management believes that these actions will enable the Company to continue as a going concern.

The Company completed a public offering in April and May 2020, which resulted in net proceeds of approximately $ 1,522,339 , and $ 15,596,141 , respectively.

See Note 17 for a discussion on these public offerings.

The Company completed a public and concurrent private offering in October 2021, which resulted in net proceeds of approximately $10,488,000.

See Note 17 for a discussion on the public and concurrent private offering.

The Company believes that it has adequate cash balances to meet obligations coming due in the next twelve months and further intends to meet its capital needs from revenue generated from operations and by containing costs, entering into strategic alliances, as well as exploring other options, including the possibility of raising additional debt or equity capital as necessary.

The Company has incurred losses since its inception, has negative working capital of approximately $ 820,000 and has negative operating cash flows, which has raised substantial doubt about its ability to continue as a going concern.

The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of the uncertainty concerning the Company’s ability to continue as a going concern.

The Company intends to meet its capital needs from revenue generated from operations and by containing costs, entering into strategic alliances, as well as exploring other options, including the possibility of raising additional debt or equity capital as necessary.

There is, however, no assurance the Company will be successful in meeting its capital requirements prior to becoming cash flow positive.

The Company does not have any additional sources secured for future funding, and if it is unable to raise the necessary capital at the times it requires such funding, it may need to materially change its business plan, including delaying implementation of aspects of such business plan or curtailing or abandoning such business plan altogether.

SG BLOCKS, INC.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

4 unchanged sentences

Any quarantines, the timing and length of containment and eradication solutions, travel restrictions, absenteeism by infected workers, labor shortages or other disruptions to the Company's suppliers and contract manufacturers or customers would likely adversely impact the Company's sales and operating results and result in further project delays.

In addition, the pandemic could result in an economic downturn that could affect the demand for the Company's products.

Order lead times could be extended or delayed and pricing could increase.

In addition, the pandemic has negatively affected the economy and has affected the demand for the Company's products.

During COVID-19, order lead times were extended and delayed and pricing has increased.

Some products or services may become unavailable if the regional or global spread were significant enough to prevent alternative sourcing.

Accordingly, the Company is considering alternative product sourcing in the event that product supply becomes problematic.

The Company expects this global pandemic to have an impact on the Company's revenue and results of operations, the size and duration of which the Company is currently unable to predict.

In addition, to the extent the ongoing COVID-19 pandemic adversely affects the Company's business and results of operations, it may also have the effect of heightening many of the other risks and uncertainties which the Company faces.

To the extent the ongoing COVID- 19 pandemic adversely affects the Company's business and results of operations, it may also have the effect of heightening many of the other risks and uncertainties which the Company faces.

The Company has been impacted by COVID- 19 with supply chain distributions, absenteeism by infected workers and skilled labor shortages which has caused delays in projects and the Company could be further impacted if the COVID- 19 pandemic continues.

Summary of Significant Accounting Policies

Basis of presentation and principals of consolidation – The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and the applicable rules and regulations of the United States Securities and Exchange Commission (“SEC”) and include the accounts of the Company and its wholly owned subsidiaries, SG Building Blocks, Inc., SG Residential, Inc.

and SG Echo, LLC.

All intercompany balances and transactions are eliminated.

9 unchanged sentences

Assets and liabilities relating to contracts are included in current assets and current liabilities, respectively, in the accompanying balance sheets as they will be liquidated in the normal course of contract completion, which at times could exceed one year .

SG BLOCKS, INC.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

20 unchanged sentences

The Company has determined that the ELA granted the licensee a right to access the Company’s intellectual property throughout the license period (or its remaining economic life, if shorter), and thus recognizes revenue over time as the licensee recognized revenue and the Company has the right to payment of royalties.

No revenue has been recognized under the ELA for the year ended December 31, 2021.

On June 15, 2021, the Company terminated the ELA that was executed on October 3, 2019 which is discussed below.

On June 15, 2021, the Company terminated the ELA that was executed on October 3, 2019, and no revenue has been recognized under the ELA for the years ending December 31, 2022 and 2021.

CMC Right of First Refusal Agreement – On October 9, 2019, the Company entered into a Right of First Refusal Agreement (the “ Agreement ”) with CMC Development LLC (“ CMC ”), which had a term of two ( 2 ) years.

4 unchanged sentences

The 2,500 shares of restricted stock of the Company's common stock has yet to be issued to CMC.

SG BLOCKS, INC.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

7 unchanged sentences

The Company has reported this as a cancellation within the Company's backlog footnote, see Note 13 on this discussion.

No revenue has been recognized under the Agreement during the year ending December 31, 2021.

No revenue has been recognized under the Agreement during the years ending December 31, 2022 or 2021 .

The Company entered into a joint venture agreement with Clarity Lab Solutions, LLC (“Clarity Labs”) (the “JV”) in the fourth quarter of 2021 .

2 unchanged sentences

In addition, the Company formed Chicago Airport Testing, LLC which collected rental revenue from subleasing to a consortium of government entities assisting in COVID-19 testing.

For the year ended December 31, 2021 , the Company recognized approximately $ 31.4 million related to activities through these two joint ventures, which is included in medical revenue on the accompanying consolidated statements of operations.

For the years ended December 31, 2022 and 2021 , the Company recognized approximately $ 11.6 million and 31.4 million, respectively, related to activities through these two joint ventures, which is included in medical revenue on the accompanying consolidated statements of operations.

Due to the ongoing lower affects of COVID-19 restrictions, the JV began to wind down during the fourth quarter of 2022.

Disaggregation of Revenues

3 unchanged sentences

Revenue recognized at a point in time and recognized over time were $ 31,548,012 and $ 6,793,690 , respectively, for the year ended December 31, 2021.

SG BLOCKS, INC.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

12 unchanged sentences

Total Revenue by Segments and Customer Type

(1) Construction fee of $ 300,000 with no cost of revenue during 2020 .

Contract Assets and Contract Liabilities

12 unchanged sentences

The Company periodically evaluates and revises its estimates and makes adjustments when they are considered necessary.

SG BLOCKS, INC.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

16 unchanged sentences

The ELA provided for customary terminating provisions, including the right by the Company to terminate if the Licensee failed to make minimum royalty payments (as described below).

In consideration for the License, during the initial term, the Licensee agreed to pay the Company a royalty of (x) five percent (5%) on the first $20,000,000 of gross revenues derived from the Licensee’s com mercialization of the License (net of customary discounts, sales taxes, delivery charges, and amounts for returns) (the “Gross Revenues”), (y) four and one-half percent (4.5%) on the next $30,000,000 of Gross Revenues, and (z) five percent (5%) on all Gross Revenues thereafter (collectively, the “Royalty”), subject to the following minimum royalty payments determined on a cumulative basis during the initial term:

In consideration for the License, during the initial term, the Licensee agreed to pay the Company a royalty of (x) five percent (5%) on the first $20,000,000 of gross revenues derived from the Licensee’s commercialization of the License (net of customary discounts, sales taxes, delivery charges, and amounts for returns) (the “Gross Revenues”), (y) four and one-half percent (4.5%) on the next $30,000,000 of Gross Revenues, and (z) five percent (5%) on all Gross Revenues thereafter (collectively, the “Royalty”), subject to the following minimum royalty payments determined on a cumulative basis during the initial term:

$500,000 in year 1, $750,000 in year 2, $1,500,000 in year 3, $2,000,000 in year 4, and $2,500,000 in year 5.

4 unchanged sentences

Pursuant to the Settlement Agreement with CPF and Capital Plus, the ELA was terminated, the Company released CPF and CPF MF for any claims in exchange for releases from CPF and Capital Plus and the Company received an assignment of CPF’s right under certain circumstances to a $ 1.25 million redemption distribution from CPF MF under its Operating Agreement.

SG BLOCKS, INC.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

22 unchanged sentences

In addition, during the year ended December 31, 2021, the Company recognized revenue of $ 60,110 and other income of $ 60,000 to Clarity Labs, of which none is included in accounts receivable as of December 31, 2021.

As of December 31, 2020, $ 965,561 was due to Clarity Labs for expenses paid on behalf of Clarity Mobile Venture, and is included in Due to Affiliates on the accompanying consolidated balance sheets.

In addition, during the year ended December 31, 2020, the Company recognized revenue of $ 641,178 to Clarity Labs, of which $ 420,773 is included in accounts receivable as of December 31, 2020.

The Company has determined it is the primary beneficiary of Clarity Mobile Venture and has thus consolidated the activities in its consolidated financial statements.

Due to the ongoing lower affects of COVID-19 restrictions, the JV was wound down during the fourth quarter of 2022, and the Company does not owe any amounts to Clarity Labs as of December 31, 2022.

On January 18, 2021 the Company entered into an operating agreement to form CAT.

1 unchanged sentence

The Company has determined it is the primary beneficiary of CAT and has thus consolidated the activities in its consolidated financial statements.

SG BLOCKS, INC.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

2 unchanged sentences

Summary of Significant Accounting Policies (continued)

Investment Entities – On May 31, 2021, the Company's subsidiary SG DevCorp agreed to contribute $ 600,000 to acquire a 50 % membership interest in Norman Berry II Owner LLC.

Investment Entities – On May 31, 2021, the Company's subsidiary SG DevCorp agreed to contribute $ 600,000 to acquire a 50 % membership interest in Norman Berry II Owner LLC (“Norman Berry”) .

The Company contributed $ 350,329 and $ 114,433 of the initial $ 600,000 in the second quarter and third quarter of 2021 respectively, with the remaining $ 135,238 funded in the fourth quarter of 2021.

2 unchanged sentences

The Company will use the equity method to report the activities as an investment in its consolidated financial statements.

On June 24, 2021, the Company's subsidiary, SG DevCorp, entered into an operating agreement with Jacoby Development for a 10 % non-dilutable equity interest for JDI-Cumberland Inlet, LLC.

On June 24, 2021, the Company's subsidiary, SG DevCorp, entered into an operating agreement with Jacoby Development for a 10 % non-dilutable equity interest for JDI-Cumberland Inlet, LLC (“Cumberland”) .

The Company contributed $ 3,000,000 for its 10 % equity interest.

2 unchanged sentences

The Company will use the equity method to report the activities as an investment in its consolidated financial statements.

Duri ng the year ended De cember 31, 2022, Norman Berry and Cumberland did not have any material earnings or losses as the investments are in development.

In addition, management believes there was no impairment as of December 31, 2022.

T he approximate comb ined finan cial position of the Company’s equity affiliates are summarized below as of December 31, 2022 and 2021:

Condensed balance sheet information:

Total assets $ 37,500,000

Total liabilities $ 7,100,000

Members’ equity $ 30,400,000

Cash and cash equivalents – The Company considers cash and cash equivalents to include all short-term, highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less upon acquisition.

10 unchanged sentences

Actual collection losses may differ from our estimates and could be material to our consolidated financial position, results of operations, and cash flows.

Raw construction materials (primarily shipping containers and fabrication materials) are valued at the lower of cost (first-in, first-out method) or net realizable value.

Inventory – Raw construction materials (primarily shipping containers and fabrication materials) are valued at the lower of cost (first-in, first-out method) or net realizable value.

Finished goods and work-in-process inventories are valued at the lower of cost or net realizable value, using the specific identification method.

Medical equipment and COVID-19 test and testing supplies are valued at the lower of cost, (first-in, first-out method) or net realizable value.

As of December 31, 2021 there was inventory of $ 516,731 for construction materials, and $ 757,094 of medical equipment and COVID-19 test and testing supplies.

As of December 31, 2022 there was inventory of $ 465,560 for construction materials.

As of December 31, 2021 there was inventory of $ 516,731 for construction materials, and $ 757,094 of medical equipment and COVID-19 test and testing supplies.

SG BLOCKS, INC.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

19 unchanged sentences

Repairs and maintenance are charged to expense when incurred.

Held For Sale Assets – On May 10, 2021 the Company's subsidiary, SG DevCorp acquired the Lago Vista, Texas property for $ 3,576,130 .

Management has implemented a plan to sell this property during 2022, which meets all of the criteria required to classify it as Held for Sale.

Including the project development costs associated with Lago Vista of $ 820,696 , the book value is now $ 4,396,826 .

Convertible instruments – The Company bifurcates conversion options from their host instruments and accounts for them as free standing derivative financial instruments according to certain criteria.

The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.

The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded instrument would be considered a derivative instrument.

Common stock purchase warrants and other derivative financial instruments – The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) provides a choice of net-cash settlement or settlement in the Company’s own shares (physical settlement or net-share settlement) providing that such contracts are indexed to the Company’s own stock.

1 unchanged sentence

The Company assesses classification of common stock purchase warrants and other free standing derivatives at each reporting date to determine whether a change in classification between assets and liabilities or equity is required.

SG BLOCKS, INC.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

9 unchanged sentences

Inputs that are unobservable (for example, cash flow modeling inputs based on assumptions).

The earnout liability on SG Echo represents the only financial liability measured at fair value on a recurring basis as of December 31, 2021 and 2020 and was a level 3 asset.

As of December 31, 2021 and 2020, the estimated value of the earnout liability was zero.

Transfer into and transfers out of the hierarchy levels are recognized as if they had taken place at the end of the reporting period.

There were no transfers into or out of the hierarchy levels during the year ended December 31, 2021 or 2020, besides the transfer in of the earnout liability.

There were no transfers into or out of the hierarchy levels during the year ended December 31, 2022 or 2021.

Share-based payments – The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award.

4 unchanged sentences

Stock-based compensation expense to non-employees is reported within marketing and business development expense in the consolidated statements of operations.

Other income (expense) – Included in other income (expense) for the year ended December 31, 2022 is amounts in escrow resulting from the SG Echo acquisition which were remitted to the Company in the amount of $ 406,438 .

At the time of acquisition and previously, the Com pany did not be lieve such amount was recognizable.

Additionally included in other income for the year ended December 31, 2022 was legal settlement income in the amount of $ 150,000 , approximately $ 100,000 collected from the settlement of an accounts payable balance, approximately $ 178,000 from the write off of accounts payable and approximately $ 390,000 from the write off of accounts receivable resulting from the settlement of a lawsuit.

Income taxes – The Company accounts for income taxes utilizing the asset and liability approach.

6 unchanged sentences

If the estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result.

SG BLOCKS, INC.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

8 unchanged sentences

The Company performs ongoing credit evaluations of its customers’ financial condition and, generally, requires no collateral from its customers other than normal lien rights.

At December 31, 2021 and 2020, 78 % and 79 %, respectively, of the Company’s gross accounts receivable were due from four and three customers.

Revenue in excess of 10 % relating to one and three customers represented approximately 80 % and 61 % of the Company's total revenue for the year ended December 31, 2021 and 2020, respectively.

At December 31, 2022 and 2021 , 80 % and 78 %, respectively, of the Company’s gross accounts receivable were due from three and four customers .

Revenue in excess of 10 % relating to three and one customers represented approximately 65 % and 80 % of the Company's total revenue for the year ended December 31, 2022 and 2021, respectively.

For the year ending December 31, 2022 and 2021, there were no vendors that represented 10 % or more of our cost of revenue.

11 unchanged sentences

Receivables are evaluated for collectability and allowances for potential losses are established or maintained on applicable receivables.

The allowance for credit losses was $ 963,116 and $ 795,914 as of December 31, 2021 and 2020, respectively.

There was a provision of $ 167,202 for credit losses, no recoveries collected for credit losses and no write offs during the year ended December 31, 2021.

There was a provision for credit losses of $ 10,018 , and no write offs for the year ended December 31, 2020.

The total net receivables as of January 1, 2020 was $1,101,185.

SG BLOCKS, INC.

There were direct write offs of $ 40,580 during the year ended December 31, 2022.

There was a provision for credit losses of $ 0 and $ 167,202 for the years ended December 31, 2022 and 2021, respectively .

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

2 unchanged sentences

Contract Assets and Contract Liabilities

Costs and estimated earnings on uncompleted contracts, which represent contract assets and contract liabilities, consisted of the following at December 31, 2021 and 2020:

Costs and estimated earnings on uncompleted contracts, which represent contract assets and contract liabilities, consisted of the following at December 31 :

Costs incurred on uncompleted contracts

3 unchanged sentences

billings to date

( 5,916,487 )

Net contract liabilities on uncompleted contracts

The above amounts are included in the accompanying consolidated balance sheets under the following captions at December 31, 2021 and 2020.

$ ( 471,604 )

The above amounts are included in the accompanying consolidated balance sheets under the following captions at December 31:

Contract assets

Contract liabilities

( 1,774,740 )

Net contract liabilities

$ ( 471,604 )

Although management believes it has established adequate procedures for estimating costs to complete on open contracts, it is at least reasonably possible that additional significant costs could occur on contracts prior to completion.

The Company periodically evaluates and revises its estimates and makes adjustments when they are considered necessary.

The Company has experienced accrued losses on legacy contract commitments from the acquisition of SG ECHO due to escalations in material pricing related to COVID- 19 and labor overa ges.

Project Development Costs and Other Non-Current Assets

Project development costs and other non-current assets are stated at costs.

Project development costs and other non-current assets are stated at cost.

At December 31, 2022, the Company’s project development costs related mainly to its construction segment totaled $ 289,984 and other non-current assets which includes security deposits totaled $ 193,562 .

At December 31, 2021, the Company’s project development costs related mainly to its development segment totaled $ 719,610 and other non-current assets which includes security deposits totaled $ 203,562 .

There were no costs related to project development costs or other non-current assets as of December 31, 2020.

SG BLOCKS, INC.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

15 unchanged sentences

Depreciation expense for the years ended December 31, 2022 and 2021 amounted to $ 410,314 and $ 398,744 , respectively.

F or the year ended December 31, 2021, a total of $204,482 of depreciation was classified as an indirect costs to cost of goods sold.

No depreciation expense was reclassified to cost of goods sold in 2020.

Notes Receivable

9 unchanged sentences

Interest income recognized for the years ended December 31, 2022 and 2021 amounted to $ 37,397 and $ 37,500 , respectively.

Subsequent to the year ended December 31, 2021, the Galvin Note was assigned to the Company and the principal amount of $ 100,000 was returned to Mr.

During the year ended December 31, 2022, the Galvin Note was assigned to the Company and the principal amount of $ 100,000 was paid to Mr.

The Company has a promissory note in the principal amount of $ 100,000 (the "Company Note 3") and the assignment occurred in January 2022.

1 unchanged sentence

See Note 3 for a discussion on the Settlement and Mutual Release Agreement and termination of the ELA with CPF.

SG BLOCKS, INC.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

19 unchanged sentences

Notes Payable

On February 4, 2020, the Company entered into a Securities Purchase Agreement with an accredited investor, pursuant to which the Company issued to the investor a secured note in the aggregate principal amount of $ 200,000 (“Note”) that bears interest at a rate of nine percent ( 9 %) per annum, due on July 31, 2023 , that is secured under a Pledge Agreement, dated February 4, 2020, entered into with the investor by a security interest in the royalty payable to the Company under that certain Exclusive License Agreement, dated October 3, 2019, with CPF GP 2019 - 1 LLC.

The Company had the right to prepay the Note, in whole or in part, at any time and from time to time, without premium or penalty.

During the year ended December 31, 2020, the Note to investor of $ 200,000 and unpaid accrued interest of $ 6,263 was converted into 73,665 shares of the Company's common stock.

On July 14, 2021, SG DevCorp, a subsidiary of the Company, issued a Real Estate Lien Note, in the principal amount of $ 2,000,000 (the “Short-Term Note”), secured by a Deed of Trust, dated July 14, 2021 (the “Deed of Trust”), on the Company's 50 + acre Lake Travis project site in Lago Vista, Texas and a related Assignment of Leases and Rents, dated July 8, 2021 (“Assignment of Rents”), for net loan proceeds of approximately $ 1,948,234 after fees.

1 unchanged sentence

If the Short-Term Note is prepaid prior to nine (9) months after its issuance date, a 0.5 % prepayment penalty is due.

The Company capitalized $ 20,000 in interest charges and $ 4,134 in debt issuance costs during the year ended December 31, 2022 related to the Lago Vista project in accordance with ASC 835-20.

The Company capitalized $ 112,348 in interest charges and $ 23,727 in debt issuance costs as of December 31, 2021 related to the Lago Vista project in accordance with ASC 835-20.

SG BLOCKS, INC.

On July 14, 2022, the Company entered into a renewal and extension of the Short-Term Note, with a maturity date of January 14, 2023 and all other terms remaining the same.

On September 8, 2022, the Company entered into a Second Real Estate Lien Note, in the principal amount of $ 500,000 , with similar terms to the Short-Term Note (“Second Short-Term Note”).

The Second Short-Term Note has a maturity date of January 14, 2023.

On October 29, 2021, SG Echo, a subsidiary of the Company, entered into a Loan Agreement (“Loan Agreement”) with the Durant Industrial Authority (the “Authority”) pursuant to which it received $ 750,000 to be used for renovation improvements related to the Company's second manufacturing facility and issued to the Authority a non-interest bearing Forgivable Promissory Note in the principal amount of $ 750,000 (the “Forgivable Note”).

The Forgivable Note is due on April 29, 2029 and guaranteed by the Company, provided, if no event of default has occurred under the Forgivable Note or Loan Agreement, one -third ( 1 / 3 ) of the balance of the Forgivable Note will be forgiven on April 29, 2027, one -half ( 1 / 2 ) of the balance of the Forgivable Note will be forgiven on April 29, 2028, and the remainder of the balance of the Forgivable Note will be forgiven on April 29, 2029.

The Loan Agreement includes a covenant by SG Echo to employ a minimum of 75 full-time employees in Durant Oklahoma and pay them no less than 1.5 times the federal minimum wage, and provides SG Echo 24 months to comply with the provision.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

2 unchanged sentences

Notes Payable (continued)

In August 2022, SG DevCorp entered into a $ 148,300 promissory note (“2022 Note”) to purchase property.

The 2022 Note bears annual interest at the rate of 9.75 %, with interest payments due monthly until its maturity on September 1, 2023 .The 2022 Note is secured by the underlying property.

Business Combination

4 unchanged sentences

The Echo Acquisition was made for the purpose of expanding the Company’s footprint into the modular manufacturing business.

The purchase consideration amounted to:

Earnout liability

Settlement of accounts receivable and net contract liabilities

The settlement of accounts receivable and net contract liabilities represents amounts effectively settled upon the purchase of Echo, which originated from contacts between the Company and Echo prior to the purchase date.

The following table summarizes the preliminary allocation of the purchase price to the assets acquired and liabilities assumed for the Echo Acquisition:

Cash and cash equivalents

Accounts receivable

Prepaid expenses and other current assets

Property, plant and equipment

Right-of-use assets

Intangible assets

Accounts payable and accrued expenses

Assumed liability

Contract liabilities

Lease liability

SG BLOCKS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2021 and 2020

Business Combination (continued)

As part of the Echo Acquisition, the Company recorded a contingent consideration liability for additional payments due to the sellers of Echo.

3 unchanged sentences

Any contingent liability would be paid out in the period after the earn out period, once additional advances are paid in full.

As of December 31, 2021, the liability is $ 0 , and no payment has been paid out.

As of December 31, 2021 , the earnout period has ended and no amount was due.

The Company leases an office, a plant and certain equipment under non-cancelable operating and finance lease agreements.

The leases have remaining lease terms of one and a half years to four years.

The plant lease includes an option to extend the lease for up to five years.

The leases have remaining lease terms ranging from one year to ten years.

Supplemental balance sheet information related to leases is as follows:

3 unchanged sentences

Right-of-use assets, net

Current liabilities

Lease liability, current maturities

Non-current liabilities

Lease liability, net of current maturities

Current liabilities Lease liability, current maturities

Non-current liabilities Lease liability, net of current maturities

( 2,118,958 )

Total operating lease liabilities

$ ( 2,537,577 )

Finance Leases

Right-of-use assets

Current liabilities

Lease liability, current maturities

Non-current liabilities

Lease liability, net of current maturities

Current liabilities Lease liability, current maturities

Non-current liabilities Lease liability, net of current maturities

Total finance lease liabilities

$ ( 1,727,653 )

Weighted Average Remaining Lease Term

4 unchanged sentences

Finance leases

SG BLOCKS, INC.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

10 unchanged sentences

The sublessee elected to terminate the Agreement, effective as of July 31, 2021 and the Company has no remaining lease revenue from the sublessee.

Total lease expense amounted to $ 770,272 and $ 367,869 for the years ending December 31, 2022 and 2021.

Construction Backlog

3 unchanged sentences

Adjustments and cancellations, net

( 18,297,197 )

contract revenue earned during the period

Balance - end of period

SG BLOCKS, INC.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

5 unchanged sentences

The Company executed one large contract in the fourth quarter of 2021 in the amount of approximately $ 0.78 million and had one contract cancellation in t he amount of approximately $ 16.9 million.

During 2022, the Company entered into a contract with ATCO Structures & Logistics (USA) Inc.

for $ 5,771,200 that is reflected in the December 31, 2022 backlog.

The Company expects that all of this revenue will be realized by December 31, 2023.

As previously discussed in Note 3, the ELA was terminated and in connection with the termination a Settlement and Mutual Release Agreement was executed.

The Company is receiving an assignment of CPF's right to a $ 1.25 million redemption distribution for one such project.

The Company does not expect to receive any royalties from the terminated ELA and Backlog does not include the redemption distribution fee.

The Company’s remaining backlog as of December 31, 2022 represents the remaining transaction price of firm contracts for which work has not been performed and excludes unexercised contract options.

6 unchanged sentences

We have organized our operations into three segments:

Construction, Medical, and Development.

Construction, Medical, Development and Environmental.

We allocate to segment results the operating expenses “Payroll and related expenses,” “General and administrative,” “Marketing and business development,” and “Pre-project” based on usage, which is generally reflected in the segment in which the costs are incurred.

3 unchanged sentences

The Development segment includes real property development utilizing our technology and our manufacturing facility.

The Environmental segment has had no activity through December 31, 2022.

Corporate and support consists of general corporate expenses such as our executive office;

3 unchanged sentences

Information for the Company's segments, as well as for Corporate and support, is provided in the following table:

SG BLOCKS, INC.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

6 unchanged sentences

( 2,137,866 )

( 7,208,895 )

( 7,229,970 )

Other income (expense)

2 unchanged sentences

Net income (loss) attributable to non-controlling interest

Net income (loss) attributable to common stockholders of SG Blocks, Inc.

Net income (loss) attributable to common stockholders of Safe & Green Holdings Corp.

$ ( 2,444,259 )

$ ( 7,135,074 )

$ ( 8,319,048 )

Depreciation and amortization

2 unchanged sentences

Operating income (loss)

( 7,041,313 )

( 7,143,792 )

( 5,982,851 )

Other income (expense)

Income (loss) before income taxes

( 7,036,150 )

( 7,064,544 )

( 5,908,373 )

Net income (loss) attributable to non-controlling interest

Net income (loss) attributable to common stockholders of SG Blocks, Inc .

Net income (loss) attributable to common stockholders of Safe & Green Holdings Corp.

$ ( 7,036,150

$ ( 203,133 )

$ ( 7,064,544 )

$ ( 10,832,676 )

Depreciation and amortization

Capital expenditure

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2022 and 2021

The Company’s provision (benefit) for income taxes consists of the following for the year ended December 31, 2022 and 2021:

1 unchanged sentence

Total deferred

( 2,289,158 )

Total provision (benefit) for income taxes

valuation reserve

valuation allowance

Income tax provision

SG BLOCKS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2021 and 2020

Income Taxes (continued)

A reconciliation of the federal statutory rate to 0.0 % for the year ended December 31, 2022 and 2021 to the effective rate for income from operations before income taxes is as follows:

22 unchanged sentences

The Company’s net operating loss carryforward may be subject to annual limitations, which could reduce or defer the utilization of the losses as a result of an ownership change as defined in Section 382 of the Internal Revenue Code.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2022 and 2021

Income Taxes (continued)

As required by the provisions of ASC 740, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit.

3 unchanged sentences

As of December 31, 2022, the Company has no unrecognized tax positions, including interest and penalties.

The tax years 2018 - 2020 are still open to examination by the major tax jurisdictions in which the Company operates.

The Company files returns in the United States Federal tax jurisdiction and various other state jurisdictions.

SG BLOCKS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2021 and 2020

Net Income (Loss) Per Share

20 unchanged sentences

The Company incurred a total of approximately $ 347,661 in issuance costs in connection with the offering and n o warrants to purchase were issued to the underwriters.

SG BLOCKS, INC.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

11 unchanged sentences

The Common Stock Warrants have an exercise price of $4.80 per share, are exercisable upon issuance and will expire five years from the date of issuance.

A.G.P./Alliance Global Partners (the “Placement Agent”) acted as the exclusive placement agent for the transaction pursuant to that certain Placement Agency Agreement, dated as of October 25, 2021, by and between the Company and the Placement Agent (the “Placement Agency Agreement”), the Placement Agent received (i) a cash fee equal to seven percent (7.0%) of the gross proceeds from the placement of the Securities sold by the Placement Agent in the Offering and (ii) a non-accountable expense allowance of one half of one percent (0.5%) of the gross proceeds from the placement of theGross Proceeds Securities sold by the Placement Agent in the Offering.

A.G.P./Alliance Global Partners (the “Placement Agent”) acted as the exclusive placement agent for the transaction pursuant to that certain Placement Agency Agreement, dated as of October 25, 2021, by and between the Company and the Placement Agent (the “Placement Agency Agreement”), the Placement Agent received (i) a cash fee equal to seven percent (7.0%) of the gross proceeds from the placement of the Securities sold by the Placement Agent in the Offering and (ii) a non-accountable expense allowance of one half of one percent (0.5%) of the gross proceeds from the placement of the Gross Proceeds Securities sold by the Placement Agent in the Offering.

The Company also reimbursed the Placement Agent’s expenses up to $50,000 upon closing the Offering.

4 unchanged sentences

The warrants are further discussed in Note 18.

SG BLOCKS, INC.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

24 unchanged sentences

The warrants are have an exercise price of $ 4.80 per share, exercisable at the option of the holder on or after October 26, 2021 and will expire five years from the date of issuance.

SG BLOCKS, INC.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

19 unchanged sentences

The simplified method is calculated by averaging the vesting period and contractual term of the options.

SG BLOCKS, INC.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

28 unchanged sentences

The restricted stock units granted on February 26, 2019 vest on the earlier of (A) the first anniversary of the date of the grant or (B) the date of the 2019 annual meeting of the Company’s stockholders subject to each individual’s continued service as a director of the Company through such date, and are payable six months after the termination of the director from the Board of Directors or death or disability.

SG BLOCKS, INC.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

30 unchanged sentences

The fair value of these units upon issuance amounted to $1,220,160.

SG BLOCKS, INC.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

17 unchanged sentences

The restricted stock units granted vest in equal monthly installments over one year period.

During 2022, a total of 1,045,000 of restricted stock units were granted to Mr.

Galvin and seven employees of the Company, under the Company’s stock-based compensation plan, at the fair value ranging from $ 1.30 to $ 2.24 per share, which represents the closing price of the Company’s common stock at the date of grant.

The restricted stock units granted vest quarterly over two years from the anniversary of the grant date.

The fair value of these units upon issuance amounted to $ 1,843,000 .

On November 18, 2022, a total of 80,000 of restricted stock units were granted to four of the Company's non-employee directors, under the Company's stock-based compensation plan, at the fair value of $ 1.30 per share, which represents the closing price of the Company's common stock on November 18, 2022.

The restricted stock units granted vest in equal quarterly installments over a two -year period.

For the year ended December 31, 2022 and 2021 , the Company recognized stock-based compensation of $ 2,798,844 and $ 1,644,725 related to restricted stock units.

This expense is included in the payroll and related expenses and general and administrative expenses in the accompanying consolidated statement of operations.

The Company capitalized project development costs of $89,140 related to restricted stock units for the year ended December 31, 2021.

As of December 31, 2022, there was a total of $ 1,686,599 in unrecognized compensation costs related to non-vested restricted stock units.

4 unchanged sentences

Non-vested balance at December 31, 2022

SG BLOCKS, INC.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

37 unchanged sentences

On May 10, 2021, the parties jointly filed with the court a proposed order providing the completion of depositions of all parties and nonparties by September 30, 2021.

The court has not entered the proposed discovery order and no action has been taken by the plaintiff Pizzarotti nor the defendant-cross claimant Phipps since the proposed order was submitted.

The court has not entered the proposed discovery order and no formal action has been taken by the plaintiff Pizzarotti nor the defendant-cross claimant Phipps since the proposed order was submitted.

There are no scheduled hearings or conferences before the court at this time.

1 unchanged sentence

The Company is currently unable to predict the possible loss or range of loss, if any, associated with the resolution of this litigation, and, accordingly, the Company has made no provision related to this matter in the consolidated financial statements.

SG BLOCKS, INC.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

2 unchanged sentences

Commitm ents and Contingencies (continued)

2.) ICON Construction Inc.

SG Blocks, Inc.

On or about June 8, 2021 ICON Construction Inc.

(“ICON”) filed a complaint against the Company and Echo DCL LLC (“Echo DCL”), seeking unspecified damages, arising out of a certain asset purchase agreement entered into between ICON and Echo DCL on or about February 20, 2020 (the “ICON-Echo Asset Agreement”) whereby, inter alia , Echo DCL acquired all of the assets of ICON.

On or about September 17, 2020, Echo DCL and SG Echo LLC entered into a certain asset purchase agreement (the “Echo Asset Agreement”) whereby, inter alia , SG Echo acquired all of the assets of Echo DCL.

In the Echo Asset Agreement Echo DCL represented and warranted to SG Echo that it had good and marketable title to the assets, had full right and power to transfer same, and that the same were free and clear of any encumbrances except for a certain permitted lien held by BTH Bank.

ICON alleges that ECHO DCL breached the terms of the ICON-Echo Asset Agreement and that the Company agreed to assume Echo DCL’s liabilities obligations under the ICON-Echo Asset Agreement .

Icon also claims a security interest in the assets conveyed to SG Echo by Echo DCL.

The Company has filed an answer to the ICON complaint denying the allegations and raised eleven affirmative defenses and that it is entitled to indemnification and/or contribution from Echo DCL and its principal Michael Ames.

The parties are currently engaged in discovery.

Litigation is subject to many uncertainties, and the outcome of this action is not predicted with assurance.

Vendor Litigation

1.) Teton Buildings, LLC

(i) On January 1, 2019, SG Blocks commenced an action against Teton Buildings, LLC (“Teton”) in Harris County, Texas (“Teton Texas Action”) to recover approximately $ 2,100,000 arising from defendant’s breach of the operative contract related to Heart of Los Angeles construction project in Los Angeles (the “HOLA Project”) entered into on or about June 2, 2017.

The Petition brought claims of breach of contract, negligence, and breach of express warranty.

In or about February 2022 SG Blocks dismissed without prejudice the Teton Texas Action.

(ii) On or about September 12, 2018, the Company entered into a Firm Price Quote and Purchase (the “GVL Contract”) with Teton to govern the manufacture and provision of 23 shipping containers and modular units (the “Teton GVL Modules”) for the Four Oaks Gather GVL project in South Carolina (the “GVL Project.”).

The Company maintains that Teton breached the GVL Contract by (i) failing to timely deliver the Teton GVL Modules, (ii) delivering Teton GVL Modules that were defective in their design and manufacture, (iii) otherwise failed to meet South Carolina Building Code regulations and (iv) breached applicable warranties.

As a result of the breach and defects in performance, design and manufacture by Teton, Company asserts that it has sustained approximately $ 761,401.66 in actual and consequential damages, excluding attorney’s fees.

On October 16, 2019, Teton filed for Chapter 11 in the United States Bankruptcy Court for Southern District of Texas, Houston Division styled In re:

Teton Buildings, LLC and bearing the case number 19-35811.

On February 11, 2020, the Company filed a proof of claim again Teton in the amount of $ 2,861,401.66 arising from the HOLA Project and the GVL Contract.

On or about March 16, 2020, the Bankruptcy Court converted Teton’s Chapter 11 reorganization case to a Chapter 7 liquidation case.

On July 18, 2019, Ronald Sommers, the Chapter 7 Trustee, filed a Report of No Distribution stating that there is no property available for distribution to creditors.

On August 20, 2019, the Bankruptcy Court closed the Teton bankruptcy case.

As such, there is no prospect of any recovery against Teton.

1 .) SG Blocks, Inc.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2021 and 2020

Commitm ents and Contingencies (continued)

On January 22, 2021, the Company filed a third-party complaint against Teton in the United States District Court for the Central District of California, Case No.

2:20−cv−03432 in the HOLA Action (described below), seeking to determine Teton’s liability in its capacity as a bankruptcy debtor in order to collect any damages payable from Teton’s liability insurance carrier or carriers.

On July 23, 2021, the Company filed a First Amended Third-Party Complaint against Teton and other named third party defendants (see #2 below).

Teton has been served with the First Amended Third-Party Complaint and on or about February 11, 2022, Teton filed an answer and affirmative defenses.

The parties in the HOLA Action are currently conducting discovery.

2 .) SG Blocks, Inc.

v HOLA Community Partners, et.

29 unchanged sentences

41(a)(1)(A)(ii).

SG BLOCKS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2021 and 2020

Commitm ents and Contingencies (continued)

On July 23, 2021, the Company filed a First Amended Third-Party Complaint adding the following additional third party defendants seeking, inter alia, contractual indemnity, equitable indemnity;

5 unchanged sentences

(“Broadway”), Marne Construction, Inc.

(“Marne”), The McIntyre Company (“McIntrye”), Dowell & Bradley Construction, Inc.

(“Marne”), The McIntyre Company (“McIntyre”), Dowell & Bradley Construction, Inc.

dba J R Construction (“JR Construction”) Junior Steel Co.

19 unchanged sentences

The cut-off for fact discovery has been extended to September 12, 2022, and a trial has been set for January 31, 2023.

Litigation is subject to many uncertainties, and the outcome of this action is not predicted with assurance.

The Company is currently unable to predict the outcome or possible recovery or loss or range of loss, if any, associated with the resolution of this litigation, and, accordingly, the Company has made no provision related to this matter in the consolidated financial statements.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2022 and 2021

Commitm ents and Contingencies (continued)

On or about December 31, 2022, the parties who appeared in the HOLA Action executed a Settlement Agreement and Release.

On February 28, 2023 the court “so ordered” the parties’ stipulation dismissing all causes of action against the parties to the Settlement Agreement and Release.

2.) Teton Buildings, LLC

The Petition brought claims of breach of contract, negligence, and breach of express warranty.

In or about February 2022 SG Blocks dismissed without prejudice the Teton Texas Action.

As a result of the breach and defects in performance, design and manufacture by Teton, Company asserts that it has sustained $ 761,401.66 in actual and consequential damages, excluding attorney’s fees.

On October 16, 2019, Teton filed for Chapter 11 in the United States Bankruptcy Court for Southern District of Texas, Houston Division styled In re:

Teton Buildings, LLC and bearing the case number 19-35811.

On February 11, 2020, the Company filed a proof of claim again Teton in the amount of $ 2,861,401.66 arising from the HOLA Project and the GVL Contract.

On or about March 16, 2020, the Bankruptcy Court converted Teton’s Chapter 11 reorganization case to a Chapter 7 liquidation case.

On July 18, 2019, Ronald Sommers, the Chapter 7 Trustee, filed a Report of No Distribution stating that there is no property available for distribution to creditors.

On August 20, 2019, the Bankruptcy Court closed the Teton bankruptcy case.

As such, there is no prospect of any recovery against Teton.

On January 22, 2021, the Company filed a third-party complaint against Teton in the United States District Court for the Central District of California, Case No.

2:20−cv−03432 in the HOLA Action (described above), seeking to determine Teton’s liability in its capacity as a bankruptcy debtor in order to collect any damages payable from Teton’s liability insurance carrier or carriers.

On July 23, 2021, the Company filed a First Amended Third-Party Complaint against Teton and other named third party defendants (see #2 below).

Teton has been served with the First Amended Third-Party Complaint and on or about February 11, 2022, Teton filed an answer and affirmative defenses.

On or about December 31, 2022, the parties who appeared in the HOLA Action, including Teton by and through its insurance carrier, executed a Settlement Agreement and Release.

On February 28, 2023 the court “so ordered” the parties’ stipulation dismissing all causes of action against the parties to the Settlement Agreement and Release.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2022 and 2021

Commitm ents and Contingencies (continued)

3.) SG Blocks, Inc.

11 unchanged sentences

The Company continues to prosecute its claim against EDI for tortious interference with the Company’s economic relationship with HOLA Community Partners and Heart of Los Angeles Youth, Inc.

The parties are in engaged in the discovery and a trial date has been set for September 6, 2022.

The parties have agreed to mediate their dispute.

Mediation has been scheduled to take place on or about May 17, 2022.

The discovery period has concluded and a trial date has been set for October 2023.

Litigation is subject to many uncertainties, and the outcome of this action is not predicted with assurance.

SG BLOCKS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2021 and 2020

Commitm ents and Contingencies (continued)

Other Litigation

1.) Shetty v.

1.) SG Blocks, Inc.

al ., Case No.

20-CV-00550, United States District Court, Eastern District of New York.

On January 31, 2020, Mahesh Shetty, the Company’s former President and Chief Financial Officer (“Former Employee”), filed suit against the Company and its Chairman and Chief Executive Officer, Paul Galvin, claiming (i) $ 372,638 in unpaid wages and bonuses and (ii) $ 300,000 due in severance (hereafter the “Action”).

On March 25, 2020, the Former Employee filed an amended complaint raising additional claims of retaliation under the Fair Labor Standards Act, 29 U.S.C.

(“FLSA”), and contractual indemnification.

On April 27, 2020, the Company filed a motion to dismiss the Action.

The Company further maintained that the Former Employee’s employment agreement precludes any entitlement to or liability for severance.

On June 15, 2020, the Court entered a decision granting in part and denying in part the Company’s motion to dismiss.

Specifically, the Court dismissed the Former Employee’s claim (i) for severance (in the amount of $ 300,000 ) and unpaid wages pursuant to the FLSA, but denied dismissal of the Former Employee’s claims for retaliation under the FLSA or unpaid wages allegedly due under the New York Labor Law.

On or about September 14, 2021, the Company and Former Employee entered into a settlement and release agreement resolving their respective claims.

On September 14, 2021, the parties filed a joint motion seeking court approval of the settlement.

By order dated February 8, 2022, the court approved the settlement.

On February 9, 2022 the court closed the case.

2.) SG Blocks, Inc.

Osang Healthcare Company, Ltd.

6 unchanged sentences

On July 30, 2021, the Company served its opposition to the motion to dismiss.

The motion has been fully briefed and submitted to the court and the parties are awaiting a ruling thereon.

On January 10, 2022 the court entered an order staying discovery pending its ruling on the defendant’s motion to dismiss.

On September 22, 2022, the court entered an order granting in part and denying in part Osang’s motion to dismiss.

The court denied that part of Osang’s motion that sought dismissal of the Company’s causes of action for breach of contract (but denied recovery of lost profits) and fraud, but dismissed the Company’s causes of action for breach of implied covenant of good faith and fair dealing, indemnification, accounting, and violation of the New York Unlawful and Deceptive Trade Practices Act (GBL §349).

A status conference was held on November 16, 2022 at which time the Court entered a scheduling order for the conducting of discovery.

Discovery is ongoing.

A settlement conference was held by the Court on March 14, 2023.

Litigation is subject to many uncertainties, and the outcome of this action is not predicted with assurance.

The Company is currently unable to predict the outcome or possible recovery, if any, associated with the resolution of this litigation, and, accordingly, the Company has made no provision related to this matter in the consolidated financial statements.

SG BLOCKS, INC.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

6 unchanged sentences

All other terms of the employment agreement remain in full force and effect.

On July 5, 2022, the Company entered into an amendment to its employment agreement, dated January 1, 2017, as amended, with Paul Galvin, to provide for the payment of an annual base salary of $ 500,000 .

All other terms of the employment agreement remain in full force and effect.

Subsequent Events

Subsequent to December 31, 2021, the Company acquired an approximately 114 -acre “McLean mixed-use” site in Durant, Oklahoma for approximately $ 870,000 .

With this space, the Company plans to build approximately 300 residential units, and up-to 680,000 square feet of industrial manufacturing space on this mixed-use property.

Subsequent to December 31, 2021, the lease commencement date for SG Echo's second manufacturing facility became effective on February 7, 2022.

The leased property is currently under renovation and located in Durant, Oklahoma.

Subsequent to December 31, 2021, the Company made a capital investment in Moliving , a nomadic hospitality solution company on February 24, 2022.

The Company also executed a side agreement to build the first sixty Moliving units and an additional ninety units after the first sixty units are manufactured.

Subsequent to December 31, 2021, Paul Galvin, Company's Chairman and CEO assigned a promissory note ( the “Galvin Note”) in the principal amount of $ 100,000 (the "Company Note 3 ") over to the Company in the first quarter of 2022.

The original promissory note was issued to Mr.

Galvin o n January 21, 2020, from CPF GP 2019 - 1 LLC (“CPF GP”) in the amount of $ 100,000 .

Since inception of the Galvin note, all interest associated with the promissory note was assigned to the Company.

During January 2023, the Short-Term Note and Second Short-Term Note were extended with a current maturity date of February 1, 2024.

On February 7, 2023, the Company closed a private placement offering (the “Offering”) of One Million One Hundred Thousand Dollars ($ 1,100,000 ) in principal amount of the Company’s 8 % convertible debenture (the “Debenture”) and a warrant (the “Warrant”) to purchase up to Five Hundred Thousand ( 500,000 ) shares of the Company’s common stock, to Peak One Opportunity Fund, L.P.

(“Peak One”).

Pursuant to a Securities Purchase Agreement, dated February 7, 2023 (the “Purchase Agreement”), the Debenture was sold to Peak One for a purchase price of $ 1,000,000 , representing an original issue discount of ten percent ( 10 %).

In connection with the offering the Company paid $ 15,000 as a non-accountable fee to Peak One to cover its accounting fees, legal fees and other transactional costs incurred in connection with the transactions contemplated by the Purchase Agreement and issued 50,000 shares of its restricted common stock (the “Commitment Shares”) to Peak One Investments, LLC (“Investments”), the general partner of Peak One.

The Debenture matures twelve months from its date of issuance and bear interest at a rate of 8 % per annum payable on the maturity date.

The Debenture is convertible, at the option of the holder, at any time, into such number of shares of common stock of the Company equal to the principal amount of the Debenture plus all accrued and unpaid interest at a conversion price equal to $ 1.50 (the “Conversion Price”), subject to adjustment for any stock splits, stock dividends, recapitalizations and similar events and in the event the Company, at any time while the Debenture is outstanding, issues, sells or grants any option to purchase, or sells or grants any right to reprice, or otherwise disposes of, or issues common stock or other securities convertible into, exercisable for, or otherwise entitle any person the right to acquire, shares of common stock, other than with respect to an Exempt Issuance (as defined in the Debenture), at an effective price per share that is lower than the then Conversion Price.

In the event of any such anti-dilutive event, the Conversion Price will be reduced at the option of the holder to such lower effective price of the dilutive event, subject to a floor price of $ 0.40 per share, unless and until the Company obtains shareholder approval for any issuance below such floor price.

On March 30, 2023, an affiliate of SG DevCorp.

entered into an agreement to secure financing to pay off the Short-Term Note and Second Short-Term Note by issuing a new $ 5,000,000 note to be secured by the Lago Vista property and SG DevCorp.’s McLean site in Durant, Oklahoma.

As of the date of this report, the financing to pay off the Notes had not closed.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures