What changed in this filing

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Item 1. Financial Statements

2025-06-13 compared with 2024-11-27 · 2225 added, 989 removed, 360 unchanged (90% of the section changed)

3 unchanged sentences

Condensed Consolidated Balance Sheets

September 30,

December 31, 2023

Current assets:

Cash and cash equivalents

Accounts receivable, net

Contract assets

Prepaid expenses and other current assets

Current assets of discontinued operations

Total current assets

Property, plant and equipment, net

Project development costs and other non-current assets

Right-of-use asset

Intangible assets, net

Deferred contract costs, net

Investment in and advances to equity affiliates

Long-term assets of discontinued operations

Liabilities and Stockholders’ Equity

and cash equivalents

receivable, net

expenses and other current assets

current assets

gas, on the basis of full cost accounting, net

plant and equipment, net

development costs and other non-current assets

oil and gas reserves

in and advances to equity affiliates

and Stockholders’ Equity (Deficit)

payable and accrued expenses

liability, current maturities

to affiliates

notes payable, net

current liabilities

Accounts payable and accrued expenses

Contract liabilities

Lease liability, current maturities

Due to affiliates

Short-term notes payable, net

Current liabilities of discontinued operations

Total current liabilities

Long-term notes payable, net

Lease liability, net of current maturities

Total liabilities

Stockholders’ equity:

Preferred stock, $ 1.00 par value, 5,405,010 shares authorized;

none issued or outstanding

notes payable, net

Stockholders’

equity (deficit):

Series A Preferred stock, $ 1.00 par value, 5,405,010 shares authorized;

4,000,000 and 0 issued and outstanding at March 31, 2025 and December 31, 2024, respectively

Common stock, $ 0.01 par value, 75,000,000 shares authorized;

2,258,103 issued and outstanding as of September 30, 2024 and 881,387 issued and 814,969 outstanding as of December 31, 2023

Additional paid-in capital

Treasury stock, at cost 3,371 shares as of September 30, 2024 and December 31, 2023

Accumulated deficit

Non-controlling interest

Total stockholders’ equity

Total Liabilities and Stockholders’ Equity

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

— issued and outstanding as of March 31, 2025 and 6,389,041 issued and 6,038,382 outstanding as of December 31, 2024

paid-in capital

Treasury stock, at cost 3,371 shares as of March 31, 2025 and December 31, 2024

( 101,278,751 )

( 98,532,083 )

stockholders’ equity (deficit)

( 12,460,308 )

Liabilities and Stockholders’ Equity (Deficit)

The accompanying notes are an integral

part of these condensed consolidated financial statements.

SAFE & GREEN HOLDINGS CORP.

1 unchanged sentence

Condensed Consolidated Statements of Operations

Three Months Ended

September 30,

Three Months Ended

September 30,

For the Nine Months Ended September 30,

Construction services

Cost of revenue:

Construction services

Gross (loss) profit

Operating expenses:

Payroll and related expenses

General and administrative expenses

Marketing and business development expenses

Operating loss

Other income (expense):

Interest expense

Interest income

Loss on disposition of equity-based investment

Change in fair value of equity-based investment

Loss before income taxes

Income tax expense

Common stock deemed dividend – reduction in conversion rate

Common stock deemed dividend – inducement

Loss from continuing operations

Income (loss) from discontinued operations

Net loss attributable to common stockholders

Net loss per share

Basic and diluted – continued operations

Basic and diluted – discontinued operations

Weighted average shares outstanding:

Basic and diluted

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

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaud ited)

$ 0.01 Par Value

Noncontrolling

Stockholders’

Balance at June 30, 2024

F ractional share adjustment

Issuance of stock for accounts payable settlement

Stock-based compensation and issuance of RSU’s

P refunded warrant exercise

Balance at September 30, 2024

Balance at December 31, 2023

Stock-based compensation and issuance of RSU’s

Common stock deemed dividend – inducement

C ommon stock deemed dividend – reduction in conversion rate

Cashless warrant exercise

Prefunded warrant exercise

Issuance of stock upon inducement

Issuance of common stock and warrants for debt issuance

Conversion of debt and interest

Factional share adjustment

I ssuance of common stock under EP Agreement

Is suance of stock for accounts payable settlement

SG DevCorp equity transactions

Deconsolidation of SG DevCorp

Issuance of common stock for cash

Balance at September 30, 2024

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

SAFE & GREEN HOLDINGS CORP.

(loss) profit

and related expenses

and administrative expenses

and business development expenses

( 1,831,982 )

( 1,530,583 )

income (expense):

in fair value of equity-based investment

( 3,112,803 )

on disposition of equity-based investment

( 3,951,977 )

before income taxes

( 2,746,668 )

( 5,482,560 )

from continuing operations

( 2,746,668 )

( 5,482,560 )

from discontinued operations

( 2,746,668 )

( 2,797,882 )

stock deemed dividend

( 1,638,149 )

loss attributable to common stockholders

$ ( 2,746,668 )

$ ( 4,436,031 )

loss per share

and diluted – continuing operations

and diluted – discontinuing operations

and diluted – total

average shares outstanding:

The accompanying notes are an integral part

of these condensed consolidated financial statements.

GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaud ited)

$ 0.01 Par Value

Condensed Consolidated Statements of Changes

in Stockholders’ Equity (Deficit) (Unaudited)

Series A Preferred Stock

Noncontrolling

Stockholders’

Balance at June 30, 2023

Distribution of SG DevCorp

Conversion of short-term notes payable

Balance at September 30, 2023

Balance at December 31, 2022

Stock-based compensation

Issuance of restricted common stock

Issuance of restricted stock units

Common stock issued for services

Issuance of warrants and restricted common stock

Noncontrolling interest distribution

Treasury stock

Distribution of SG DevCorp

Conversion of short-term notes payable

Balance at September 30, 2023

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

S AFE & GREEN HOLDINGS CORP.

Stockholders’ Equity

at December 31, 2023

$ ( 75,930,805 )

$ ( 6,334,859 )

of common stock and warrants for debt issuance

warrant exercise

of common stock from warrant inducement

stock deemed dividend

( 1,162,436 )

of short—term notes payable

DevCorp equity transactions

of deconsolidation

( 1,966,848 )

( 2,797,882 )

at March 31, 2024

$ ( 80,366,836 )

$ ( 6,780,089 )

at December 31, 2024

$ ( 98,532,083 )

$ ( 12,460,308 )

of stock in connection with acquisition

related party debt

of common stock in connection with debt issuance

( 2,746,668 )

at March 31, 2025

$ 118,383,643

$ ( 101,278,751 )

The accompanying notes are an integral part

of these condensed consolidated financial statements.

GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

Nine Months Ended

September 30, 2024

Nine Months Ended

September 30, 2023

Condensed Consolidated Statements

of Cash Flows

Cash flows from operating activities:

Income (loss) from discontinued operations

Net loss from continuing operations

$ ( 2,746,668 )

$ ( 5,482,560 )

Income from discontinued operations

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

5 unchanged sentences

Gain on deconsolidation – SG DevCorp

( 4,728,348 )

Loss on disposition of equity-based investment

Change in fair value of equity-based investment

Common stock issued for services

Interest income on long-term note receivable

Stock-based compensation

3 unchanged sentences

Prepaid expenses and other current assets

Intangible assets

Accounts payable and accrued expenses

1 unchanged sentence

Lease liability

Assumed liability

Customer deposit

Project development and other assets

Contract liabilities

Due from affiliates

Net cash used in operating activities by continuing operations

( 1,308,920 )

( 2,839,565 )

Net cash used in operating activities by discontinued operations

( 1,594,796 )

Cash flows from investing activities:

Purchase of property, plant and equipment

Cash received from sale of equity-based investment

Cash received in business combination

Project development costs

Investment in and advances to equity affiliates

Investment in equity method investment

Net cash used in investing activities by continuing operations

1 unchanged sentence

Cash flows from financing activities:

Repurchase of common stock

Repayment of short term notes payable

Proceeds from short-term notes payable and warrants, net of debt issuance costs

Proceeds from long-term notes payable

Proceeds from warrant inducement

Prefunded warrant exercise

Issuance of common stock for cash

Issuance of common stock under EP Agreement

Distribution paid to non-controlling interest

Net cash provided by financing activities by continuing operations

Net cash provided by financing activities by discontinued operations

Net increase in cash and cash equivalents

Net decrease in cash and cash equivalents

Cash and cash equivalents - beginning of period

Cash and cash equivalents - end of period

cash and cash equivalents – discontinued operations

Supplemental disclosure of non-cash investing and financing activities:

Supplemental disclosure of non-cash operating activities:

Assets and liabilities effected in deconsolidation

1 unchanged sentence

Prepaid expenses and other current assets

Oil and gas, on the basis of full cost accounting, net

Property and equipment, net

5 unchanged sentences

Short-term notes payable

Cashless warrant exercise

Fractional common share adjustment

Common stock deemed dividend - inducement

Common stock deemed dividend – reduction in conversion price

Conversion of short-term notes payable to common stock

Fair value of warrants issued with debt

Common stock issuance for accounts payable settlement

Supplemental disclosure of non-cash investing and financing activities:

Common stock deemed dividend

Forgiveness of related party debt and investment

Common stock and warrants issued for debt issuance

Assets and liabilities acquired in business combination:

Intangible assets

Accounts receivable, net

Property, plant and equipment, net

Proved oil and gas reserves

Intangible assets, net

Project development costs and other assets

Accounts payable and accrued expenses

Contingent consideration payable

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

SAFE & GREEN HOLDINGS CORP.

Due to related parties

Contract liabilities

Long-term debt

The accompanying notes are an integral part

of these condensed consolidated financial statements.

GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Notes to Condensed Consolidated Financial

Statements (Unaudited)

Description of Business

Safe & Green Holdings Corp.

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

(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.

(“SG Building,” formerly SG Blocks Inc.) (the “Merger”), with SG Building surviving the Merger and becoming a wholly-owned subsidiary of the Company.

The Merger was a reverse merger that was accounted for as a recapitalization of SG Building, as SG Building was the accounting acquirer.

The Company operates in the following four segments:

On November 4, 2011, CDSI Merger

Sub, Inc., the Company’s wholly-owned subsidiary, was merged with and into SG Building Blocks, Inc.

(“SG Building,”

formerly SG Blocks Inc.) (the “Merger”), with SG Building surviving the Merger and becoming a wholly-owned subsidiary of the

The Merger was a reverse merger that was accounted for as a recapitalization of SG Building, as SG Building was the accounting

On February 2, 2025, the Company entered

into an Agreement and Plan of Merger (the “Merger Agreement”) by and between the Company and New Asia Holdings, Inc., a Nevada

corporation (“NAHD”), pursuant to which NAHD will be merged into a to-be-formed subsidiary of the Company (the “Merger”).

Following the Merger, NAHD and its operating subsidiaries will be indirect, wholly owned subsidiaries of the Company.

As merger consideration,

the Company will issue four million ( 4,000,000 ) shares of Series A non-voting convertible preferred shares of the Company, par value $ 1.00

(the “Preferred Shares”), to NAHD’s shareholders, with each Preferred Share having the right to convert into fifteen

(15) shares of common stock of the Company, provided, however, that any such conversion is subject to the approval by the Company’s

common stockholders.

The Merger Agreement contains conditions to the completion of the Merger, including the filing of the articles of

incorporation and/or organization for the merger subsidiaries, and the adoption of board resolutions and/or sole member resolutions by

the merger subsidiaries approving the Merger.

On February 13, 2025, all of the closing conditions to the Merger Agreement have been satisfied

or waived, the Preferred Shares have been issued to NAHD’s shareholders, and the transactions set forth in the Merger Agreement

have been fully completed and closed.

Company operates in the following four segments:

(i) construction;

(ii) medical;

(ii) real estate development;

(ii) oil and gas;

and (iv) environmental.

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

In the medical segment, the Company uses its modular technology to (i) provide turnkey solutions to medical testing and treatment and generate revenue from the medical testing and point of care treatment in our medical suites and (ii) sell and lease medical suites and privacy pods.

The Company’s real estate development segment consists of SG DevCorp (as defined below), our majority owned subsidiary, which builds innovative and green single or multifamily projects in underserved regions nationally using modules (“Modules”) built in one of the Company’s vertically integrated factories.

The environmental segment consists of 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 Company's Modules 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 the Modules 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.

The Company procures the containers, engineers required openings with structural steel enforcements, paints the SGBlocks and then delivers 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.

Finally, the third product offering is the completely fabricated and finished SGBlocks building (including but not limited to floors, windows, doors, interior painting, electrical wiring and fixtures, plumbing outlets and bathrooms, roofing systems), including erecting the final unit on site and completing any other final steps.

The construction

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

In the medical segment, the Company uses its

modular technology to (i) provide turnkey solutions to medical testing and treatment and generate revenue from the medical testing and

point of care treatment in our medical suites and (ii) sell and lease medical suites and privacy pods.

The environmental segment consists

of 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 Company’s Modules 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 the Modules 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.

The Company procures the containers, engineers required openings

with structural steel enforcements, paints the SGBlocks and then delivers 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.

Finally, the third

product offering is the completely fabricated and finished SGBlocks building (including but not limited to floors, windows, doors, interior

painting, electrical wiring and fixtures, plumbing outlets and bathrooms, roofing systems), including erecting the final unit on site

and completing any other final steps.

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 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 (“SG Echo”), a wholly owned subsidiary of the Company.

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

Echo is a container/modular manufacturer based in Durant, Oklahoma specializing in the design and construction of permanent modular and temporary modular buildings and was one of the Company’s key supply chain partners.

Echo caters to the military, education, administration facilities, healthcare, government, commercial and residential customers.

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.

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

SAFE & GREEN HOLDINGS CORP.

2 unchanged sentences

Description of Business (continued)

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 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 (“SG Echo”), a wholly owned subsidiary of the Company.

The Company acquired substantially all the assets of Echo DCL (“Echo”),

a Texas limited liability company, except for Echo’s real estate holdings for which the Company obtained a right of first refusal.

Echo is a container/modular manufacturer based in Durant, Oklahoma specializing in the design and construction of permanent modular and

temporary modular buildings and was one of the Company’s key supply chain partners.

Echo caters to the military, education, administration

facilities, healthcare, government, commercial and residential customers.

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.

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.

In addition, during March 2023, the Company formed Safe and Green Medical Corporation.

The Company also entered into a joint venture with Clarity Lab Solutions LLC., to provide clinical lab testing related to COVID- 19 , which ceased activities in 2022 .

Real Estate Development

During 2021 , the Company formed Safe and Green Development Corporation, formerly, SGB Development Corp.

(“SG DevCorp”), as a wholly-owned by the Company.

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

As described in Note 2 , the activities of SG DevCorp were deconsolidated and determined to be a discontinued operation.

As such, the activities of SG DevCorp are no longer a part of the Company’s continuing activities.

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.

during March 2023, the Company formed Safe and Green Medical Corporation.

The Company also entered into a joint venture with Clarity Lab

Solutions LLC., to provide clinical lab testing related to COVID-19, which ceased activities in 2022.

In connection with the Company’s

acquisition of NAHD the Company now operates in the oil and gas industry.

During 2024, NAHD acquired Olenox Corp.

a Wyoming corporation.

Olenox is an advanced energy company with three vertically integrated business units:

Oil & Gas Production,

Energy Services, and Energy Technologies.

The company specializes in acquiring and revitalizing underdeveloped energy assets, leveraging

proprietary plasma pulse and ultrasonic cleaning tools to enhance production efficiency while reducing environmental impact.

strategic focus on distressed oil and gas fields in Texas, Oklahoma, and Kansas has resulted in significant production growth, positioning

the company for long-term success in the energy sector.

Additionally, during 2024, NAHD acquired Machfu, Inc.

a Delware corporation.

Machfu is a leader in industrial Internet of Things (IoT), with its flagship MachGateway® and Edge-to-Enterprise™

software solutions enabling seamless connectivity between legacy systems and modern digital infrastructure.

With over 20,000 gateways

deployed worldwide, Machfu’s technology enhances operational efficiency, predictive maintenance, and real-time analytics for industries

including oil & gas, utilities, and manufacturing.

Environmental

During 2022 , SG Environmental Solutions Corp.

(“SG Environmental”) was formed and is focused on biomedical waste removal and plans to 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.

During 2022, SG Environmental Solutions

(“SG Environmental”) was formed and is focused on biomedical waste removal and plans to 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.

Reverse Stock Split

On May 2, 2024, the Company effected a 1-for-20 reverse stock split of its then-outstanding common stock (the “May Stock Split”).

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 this Quarterly Report on Form 10-Q for the period ended September 30, 2024 have been adjusted to reflect the reverse stock split effected in May 2024 .

On May 2, 2024, the Company effected

a 1-for-20 reverse stock split of its then-outstanding common stock (the “May Stock Split”).

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 this Quarterly Report on Form 10-Q for the period ended March 31, 2025 have been adjusted to reflect the reverse

stock split effected in May 2024.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial

Statements (Unaudited)

Separation and Distribution

In December 2022, the Company and then owner of 100 % of the issued and outstanding securities of SG DevCorp announced its plan to separate the Company and SG DevCorp into two separate publicly traded companies (the “Separation”).

To implement the Separation, on September 27, 2023 (the “Distribution Date”), the Company, effected a pro rata distribution to its stockholders of approximately 30 % of the outstanding shares of SG DevCorp’s common stock (the “Distribution”).

In connection with the Distribution, each Company stockholder received 0.930886 shares of SG DevCorp’s common stock for every five ( 5 ) shares of Company common stock held as of the close of business on September 8, 2023 , the record date for the Distribution, as well as a cash payment in lieu of any fractional shares.

Immediately after the Distribution, SG DevCorp was no longer a wholly owned subsidiary of the Company and the Company held approximately 70 % of SG DevCorp’s issued and outstanding securities.

On September 28, 2023 , SG DevCorp’s common stock began trading on the Nasdaq Capital Market under the symbol “ SGD .”

In connection with the Separation and Distribution, SG DevCorp entered into a separation and distribution agreement and several other agreements with the Company.

These agreements provide for the allocation between SG DevCorp and the Company of the assets, employees, liabilities and obligations (including, among others, investments, property, employee benefits and tax-related assets and liabilities) of the Company and its subsidiaries attributable to periods prior to, at and after the Separation and will govern the relationship between the Company and SG DevCorp subsequent to the completion of the Separation.

In addition to the separation and distribution agreement, the other principal agreements entered into with the Company included a tax matters agreement and a shared services agreement.

During 2024 , the Company’s ownership in SG DevCorp fell below 50 %, and the Company deconsolidated SG DevCorp from its financial statements (the “Deconsolidation”).

In December 2022, the Company and then

owner of 100 % of the issued and outstanding securities of SG DevCorp announced its plan to separate the Company and SG DevCorp into

two separate publicly traded companies (the “Separation”).

To implement the Separation, on September 27, 2023 (the “Distribution

Date”), the Company, effected a pro rata distribution to its stockholders of approximately 30 % of the outstanding shares of SG DevCorp’s

common stock (the “Distribution”).

In connection with the Distribution, each Company stockholder received 0.930886 shares

of SG DevCorp’s common stock for every five ( 5 ) shares of Company common stock held as of the close of business on September 8,

2023, the record date for the Distribution, as well as a cash payment in lieu of any fractional shares.

Immediately after the Distribution,

SG DevCorp was no longer a wholly owned subsidiary of the Company and the Company held approximately 70 % of SG DevCorp’s issued

and outstanding securities.

On September 28, 2023, SG DevCorp’s common stock began trading on the Nasdaq Capital Market under the

symbol “SGD.”

In connection with the Separation and

Distribution, SG DevCorp entered into a separation and distribution agreement and several other agreements with the Company.

These agreements

provide for the allocation between SG DevCorp and the Company of the assets, employees, liabilities and obligations (including, among

others, investments, property, employee benefits and tax-related assets and liabilities) of the Company and its subsidiaries attributable

to periods prior to, at and after the Separation and will govern the relationship between the Company and SG DevCorp subsequent to the

completion of the Separation.

In addition to the separation and distribution agreement, the other principal agreements entered into with

the Company included a tax matters agreement and a shared services agreement.

During 2024, the Company’s ownership

in SG DevCorp fell below 50 %, and the Company deconsolidated SG DevCorp from its financial statements (the “Deconsolidation”).

The decrease in ownership percentage resulted from additional equity transactions of SG DevCorp.

As of September 30, 2024, the Company accounts for its investment in SG DevCorp on the equity method.

Upon deconsolidation, the Company recognized a gain of $ 4,728,348 which resulted from the difference between the fair value of the Company’s investment upon deconsolidation, and the net assets and carrying value of the non-controlling interest.

As of December 31, 2024, the Company

accounts for its investment in SG DevCorp on the equity method.

Upon deconsolidation, the Company recognized a gain of $ 4,637,013 which

resulted from the difference between the fair value of the Company’s investment upon deconsolidation, and the net assets and carrying

value of the non-controlling interest.

The gain is included in income (loss) from discontinued operations.

The fair value of the Company’s investment in SG DevCorp upon deconsolidation amounted to $ 8,126,350 .

The Deconsolidation represents a strategic shift in the Company’s operations and will have a major effect on the Company’s operations and financial results.

Prior year financial statements for 2023 have been restated to present the operations of SG DevCorp as a discontinued operation.

This transaction is further described in Note 19 and 20 .

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

As of September 30, 2024 , the Company had cash and cash equivalents of $ 256,957 and a backlog of $ 1,919,313 .

See Note 12 for a discussion of constructi on backlog.

Based on its conversations with key customers, the Company anticipates its backlog to convert to revenue over the following period:

The fair value of the Company’s

investment in SG DevCorp upon deconsolidation amounted to $ 8,126,350 .

The Deconsolidation represents a strategic shift in the Company’s

operations and will have a major effect on the Company’s operations and financial results.

Prior year financial statements for 2024

have been restated to present the operations of SG DevCorp as a discontinued operation.

This transaction is further described in

Note 18 and 19.

Liquidity and Going Concern

As of March 31, 2025, the Company

had cash and cash equivalents of $ 230,509 and a backlog of $ 801,944 .

See Note 10 for a discussion of construction backlog.

on its conversations with key customers, the Company anticipates its backlog to convert to revenue over the following period:

Within 1 year

Total Backlog

The Company has incurred losses since its inception, has negative working capital of $ 9,519,438 as of September 30, 2024 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.

Summary of Significant Accounting Policies

Basis of presentation and principals of consolidation – The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to the Quarterly Report on Form 10-Q and Article 8 Regulation S-X.

Accordingly, they do not include all of the information and notes required by GAAP for annual financial statements.

The condensed financial statements and notes should be read in conjunction with the consolidated financial statements and notes for the year ended December 31, 2023 included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the Securities and Exchange Commission on May 7, 2024.

In the opinion of management, all adjustments, consisting of normal accruals, considered necessary for a fair presentation of the interim financial statements have been included.

Results for the nine months ended September 30, 2024 are not necessarily indicative of the results that may be expe cted for the year ending December 31, 2024 .

Reclassifications - Certain amounts in the prior periods presented have been reclassified to conform to the current period financial statement presentation.

These reclassifications have no effect on previously reported net loss or cash flows.

Recently adopted accounting pronouncements - New accounting pronouncements implemented by the Company are discussed below or in the related notes, where appro priate.

Accounting estimates – The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates, judgements and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period, together with amounts disclosed in the related notes to the financial statements.

The Company’s estimates used in these financial statements include, but are not limited to, revenue recognition, stock-based compensation, accounts receivable reserves, inventory valuations, goodwill, the valuation allowance related to the Company’s deferred tax assets, the carrying amount of intangible assets, right of use assets and the recoverability and useful lives of long-lived assets.

Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions.

It is reasonably possible that these external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates.

The Company has incurred losses since its inception, has negative working

capital of $ 21,495,360 as of March 31, 2025 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.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Summary of Significant Accounting Policies (continued)

Operating cycle – The length of the Company’s contracts varies, but is typically between six to twelve months .

In some instances, the length of the contract may exceed twelve months .

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 .

Revenue recognition – The Company determines, at contract inception, whether it will transfer control of a promised good or service over time or at a point in time, regardless of the length of contract or other factors.

The recognition of revenue aligns with the timing of when promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.

To achieve this core principle, the Company applies the following five steps in accordance with its revenue policy:

Notes to Condensed Consolidated Financial

Statements (Unaudited)

Summary of Significant Accounting Policies

Basis of presentation and principals

of consolidation – The accompanying unaudited condensed financial statements have been prepared in accordance with accounting

principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions

to the Quarterly Report on Form 10-Q and Article 8 Regulation S-X.

Accordingly, they do not include all of the information and notes required

by GAAP for annual financial statements.

The condensed financial statements and notes should be read in conjunction with the consolidated

financial statements and notes for the year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K for the

year ended December 31, 2024, as filed with the Securities and Exchange Commission on March 31, 2025.

In the opinion of management, all

adjustments, consisting of normal accruals, considered necessary for a fair presentation of the interim financial statements have been

Results for the three months ended March 31, 2025 are not necessarily indicative of the results that may be expected for the

year ending December 31, 2025.

Recently adopted accounting pronouncements

- New accounting pronouncements implemented by the Company are discussed below or in the related notes, where appropriate.

Accounting estimates –

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates, judgements

and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the

date of the financial statements and the reported amount of revenues and expenses during the reporting period, together with amounts disclosed

in the related notes to the financial statements.

The Company’s estimates used in these financial statements include, but are

not limited to, revenue recognition, stock-based compensation, accounts receivable reserves, inventory valuations, goodwill, the valuation

allowance related to the Company’s deferred tax assets, the carrying amount of intangible assets, right of use assets and the recoverability

and useful lives of long-lived assets.

Certain of the Company’s estimates could be affected by external conditions, including those

unique to the Company and general economic conditions.

It is reasonably possible that these external factors could have an effect on the

Company’s estimates and could cause actual results to differ from those estimates.

Operating cycle – The

length of the Company’s contracts varies, but is typically between six to twelve months.

In some instances,

the length of the contract may exceed twelve months.

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.

Revenue recognition –

The Company determines, at contract inception, whether it will transfer control of a promised good or service over time or at a point

in time, regardless of the length of contract or other factors.

The recognition of revenue aligns with the timing of when promised goods

or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange

for those goods or services.

To achieve this core principle, the Company applies the following five steps in accordance with its revenue

(1) Identify the contract with a customer

1 unchanged sentence

(3) Determine the transaction price

( 4 ) Allocate the transaction price to performance obligations in the contract

(4) Allocate the transaction price to performance obligations

in the contract

(5) Recognize revenue as performance obligations are satisfied

On certain contracts, the Company applies recognition of revenue over time, which is similar to the method the Company applied under previous guidance (i.e., percentage of completion).

Due to uncertainties inherent in the estimation process, it is possible that estimates of costs to complete a performance obligation will be revised in the near-term.

For those performance obligations for which revenue is recognized using a cost-to-cost input method, changes in total estimated costs, and related progress toward complete satisfaction of the performance obligation, are recognized on a cumulative catch-up basis in the period in which the revisions to the estimates are made.

When the current estimate of total costs for a performance obligation indicates a loss, a provision for the entire estimated loss on the unsatisfied performance obligation is made in the period in which the loss becomes evident.

Disaggregation of Revenues

The Company’s revenues are primarily derived from construction related to Modules projects .

The Company’s contracts are with customers in various industries.

Revenue recognized over time was $ 3,932,592 and $ 14,566,351 , respectively, for the nine months ended September 30, 2024 and 2023 .

Revenue recognized over time was $ 1,753,223 and $ 3,965,361 , respectively, for the three months ended September 30, 2024 and 2023 .

The following tables provide further disaggregation of the Company’s revenues by categories:

On certain contracts, the Company

applies recognition of revenue over time, which is similar to the method the Company applied under previous guidance (i.e., percentage

of completion).

Due to uncertainties inherent in the estimation process, it is possible that estimates of costs to complete a performance

obligation will be revised in the near-term.

For those performance obligations for which revenue is recognized using a cost-to-cost input

method, changes in total estimated costs, and related progress toward complete satisfaction of the performance obligation, are recognized

on a cumulative catch-up basis in the period in which the revisions to the estimates are made.

When the current estimate of total costs

for a performance obligation indicates a loss, a provision for the entire estimated loss on the unsatisfied performance obligation is

made in the period in which the loss becomes evident.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Notes to Condensed Consolidated Financial

Statements (Unaudited)

Summary of Significant Accounting Policies (continued)

Three Months Ended September 30,

Revenue by Customer Type

Construction and Engineering Services:

Total revenue by customer type

Nine Months Ended September 30,

Disaggregation of Revenues

The Company’s revenues are primarily

derived from construction related to Modules projects.

The Company’s contracts are with customers in various industries.

recognized over time was $ 566,199 and $ 968,115 , respectively, for the three months ended March 31, 2025 and 2024.

The following tables provide further disaggregation of the Company’s revenues

by categories:

Three Months Ended March 31,

Revenue by Customer Type

1 unchanged sentence

Hotel/Hospitality

Machfu sales:

Subscription revenue

Total revenue by customer type

Contract Assets and Contract Liabilities

Accounts receivable are recognized in the period when the Company’s right to consideration is unconditional.

Accounts receivable are recognized net of an allowance for credit losses.

Contract Assets and Contract

Accounts receivable are recognized in

the period when the Company’s right to consideration is unconditional.

Accounts receivable are recognized net of an allowance for

credit losses.

A considerable amount of judgment is required in assessing the likelihood of realization of receivables.

The timing of revenue recognition may differ from the timing of invoicing to customers.

Contract assets include unbilled amounts from long-term construction services when revenue recognized under the cost-to-cost measure of progress exceeds the amounts invoiced to customers, as the amounts cannot be billed under the terms of the Company’s contracts.

Such amounts are recoverable from customers based upon various measures of performance, including achievement of certain milestones, completion of specified units or completion of a contract.

The timing of revenue recognition may

differ from the timing of invoicing to customers.

Contract assets include unbilled amounts

from long-term construction services when revenue recognized under the cost-to-cost measure of progress exceeds the amounts invoiced to

customers, as the amounts cannot be billed under the terms of the Company’s contracts.

Such amounts are recoverable from customers

based upon various measures of performance, including achievement of certain milestones, completion of specified units or completion of

Contract assets are generally classified as current within the condensed consolidated balance sheets.

Contract liabilities from construction and engineering contracts occur when amounts invoiced to customers exceed revenues recognized under the cost-to-cost measure of progress.

Contract liabilities from construction

and engineering contracts occur when amounts invoiced to customers exceed revenues recognized under the cost-to-cost measure of progress.

Contract liabilities additionally include advanced payments from customers on certain contracts.

Contract liabilities decrease as the Company recognizes revenue from the satisfaction of the related performance obligation.

Contract liabilities are generally classified as current within the condensed consolidated balance sheet.

A lthough the Company 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.

Contract liabilities decrease as the

Company recognizes revenue from the satisfaction of the related performance obligation.

Contract liabilities are generally classified

as current within the condensed consolidated balance sheet.

Although the Company 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.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Notes to Condensed Consolidated Financial

Statements (Unaudited)

Summary of Significant Accounting Policies (continued)

Bu siness Combinations - The Company accounts for business acquisitions using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) 805 “Business Combinations”, which requires recognition and measurement of all identifiable assets acquired and liabilities assumed at their fair value as of the date control is obtained.

The Company determines the fair value of assets acquired and liabilities assumed based upon its best estimates of the acquisition-date fair value of assets acquired and liabilities assumed in the acquisition.

Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired.

Subsequent adjustments to fair value of any contingent consideration are recorded to the Company’s consolidated statements of operations.

Costs that the Company incurs to complete the business combination are charged to general and administrative expenses as they are incurred.

For acquisitions of assets that do not constitute a business, any assets and liabilities acquired are recognized at their cost based upon their relative fair value of all asset and liabilities acquired.

Variable Interest Entities – The Company accounts for certain legal entities as variable interest entities (“VIE ” ).

When evaluating a VIE for consolidation, the Company must determine whether or not there is a variable interest in the entity.

Variable interests are investments or other interests that absorb portions of an entity’s expected losses or receive portions of the entity’s expected returns.

If it is determined that the Company does not have a variable interest in the VIE, no further analysis is required and the VIE is not consolidated.

If the Company holds a variable interest in a VIE, the Company consolidates the VIE when there is a controlling financial interest in the VIE and therefore are deemed to be the primary beneficiary.

The Company is determined to have a controlling financial interest in a VIE when it has both the power to direct the activities of the VIE that most significantly impact the VIE economic performance and the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to that VIE.

This determination is evaluated periodically as facts and circumstances change.

On August 27, 2020, the Company entered into a joint venture agreement with Clarity Lab Solutions, LLC (“Clarity Labs”) (the “JV”).

In consideration and subject to Clarity Lab’s services and commitments and provided the agreement remains valid and in force, and is not terminated, the Company agreed to issue 200,000 restricted shares of the Company’s common stock over a defined vesting period starting in December 1, 2020.

The restricted shares of the Company's common stock were not issued to Clarity Labs as certain capital commitments were not met.

Clarity Labs is a licensed clinical laboratory that uses specialized molecular testing equipment and that focuses on the diagnosis and treatment of critical diseases, including COVID- 19 .

Clarity Labs was also engaged in the business of manufacturing, importing and distributing various medical tests.

Under the JV, the Company and Clarity Labs were to jointly market, sell, and distribute certain products and services (“Clarity Mobile Venture”).

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 .

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

The purpose of CAT is to market , sell, distribute, lease and otherwise commercially exploit certain products and services in the COVID- 19 testing and other medical industry.

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

Equity Method Investments — The Company accounts for investments under the equity method of accounting if it has the ability to exercise significant influence over the operating and financial policies of an entity, but does not have a controlling financial interest.

The equity method investment is typically initially recorded at cost and adjusted each period for capital contributions, distributions and the Company's share of the entity’s net income or loss as well as other comprehensive income or loss.

Upon the Deconsolidation during 2024 , the Company began to report its investment in SG DevCorp on the equity method.

The Company has elected to measure its investment in SG DevCorp on the fair value method.

Subsequent to the Deconsolidation, the Company disposed a portion of its investment in SG DevCorp and recorded a loss of $ 320,408 .

Business Combinations

- The Company accounts for business acquisitions using the acquisition method of accounting in accordance with Accounting Standards Codification

(“ASC”) 805 “Business Combinations”, which requires recognition and measurement of all identifiable

assets acquired and liabilities assumed at their fair value as of the date control is obtained.

The Company determines the fair value

of assets acquired and liabilities assumed based upon its best estimates of the acquisition-date fair value of assets acquired and liabilities

assumed in the acquisition.

Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable

intangible assets acquired.

Subsequent adjustments to fair value of any contingent consideration are recorded to the Company’s consolidated

statements of operations.

Costs that the Company incurs to complete the business combination are charged to general and administrative

expenses as they are incurred.

For acquisitions of assets that do not

constitute a business, any assets and liabilities acquired are recognized at their cost based upon their relative fair value of all asset

and liabilities acquired.

Variable Interest Entities

– The Company accounts for certain legal entities as variable interest entities (“VIE”).

When evaluating a VIE for consolidation,

the Company must determine whether or not there is a variable interest in the entity.

Variable interests are investments or other interests

that absorb portions of an entity’s expected losses or receive portions of the entity’s expected returns.

If it is determined

that the Company does not have a variable interest in the VIE, no further analysis is required and the VIE is not consolidated.

Company holds a variable interest in a VIE, the Company consolidates the VIE when there is a controlling financial interest in the VIE

and therefore are deemed to be the primary beneficiary.

The Company is determined to have a controlling financial interest in a VIE when

it has both the power to direct the activities of the VIE that most significantly impact the VIE economic performance and the obligation

to absorb losses or the right to receive benefits of the VIE that could potentially be significant to that VIE.

This determination is

evaluated periodically as facts and circumstances change.

Investment Entities – The Company accounts for investment in SG DevCorp at fair value with any changes in value recorded to income or loss.

As of December 31, 2024, the Company held 276,425 shares of SG DevCorp (the “Shares”) which represented approximately 19 % ownership and amounted to $ 738,056 .

On January 29, 2025, the Company entered into a mutual release and discharge agreement (the “Mutual Release”) with SG DevCorp.

pursuant to SG DevCorp.

forgiving and releasing from our obligations to them under that certain promissory note, dated August 9, 2023, in the principal amount of $ 908,323 and in respect of $ 793,590 of inter-company advances from SG DevCorp.

to the Company in exchange for the Company forgiving $ 394,329 of inter-company debt owed to the Company by the Company and for SG DevCorp.(which has already been written off) transferring the Shares, with the Company no longer being a shareholder of SG DevCorp.

The Company recognized $ 311,560 in change in fair value of its investment in SG DevCorp for the period ended January 29, 2025.

In connection with the Mutual Release, the Company recorded $ 1,275,417 to additional paid in capital which resulted from the transactions above and the Company’s investment in SG DevCorp write down of $ 426,496 .

The Company acquired an investment

in CycleAIM, Inc.(“CycleAIM”) through the NAHD Merger.

The Company has a 51 % ownership interest in this joint venture.

The Company will analyze its underlying investment in CycleAim during the measurement period of the acquisition.

Company acquired an investment in Winchester LLC in the amount of $ 220,000 .

The Company currently holds a 49 % interest and accounts for

its investment under the equity method.

There has been no activity in the underlying investment as of March 31, 2025.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Notes to Condensed Consolidated Financial

Statements (Unaudited)

Summary of Significant Accounting Policies (continued)

As of September 30, 2024, the Company had a 31 % ownership interest in SG DevCorp .

The approximate combined financial position of the Company’s equity affiliate (SG DevCorp) is summarized below as of September 30, 2024 :

Condensed balance sheet information:

September 30, 2024

Total liabilities

Stockholder’s equity/Members’ equity

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.

Cash and cash equivalents totaled $ 256,957 and $ 14,212 as of September 30, 2024 , and December 31, 2023 , respectively.

Short-term investment – The Company classifies investments consisting of a certificate of deposit with a maturity greater than three months but less than one year as short-term investment.

The Company had no short-term investment as of September 30, 2024 or December 31, 2023 , respectively.

Accounts receivable and allowance for credit losses – Accounts receivable are receivables generated from sales to customers and progress billings on performance type contracts.

Amounts included in accounts receivable are deemed to be collectible within the Company’s operating cycle.

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.

Cash and cash equivalents totaled $ 230,509 and $ 375,873

as of March 31, 2025, and December 31, 2024, respectively.

Short-term investment –

The Company classifies investments consisting of a certificate of deposit with a maturity greater than three months but less than one

year as short-term investment.

The Company had no short-term investment as of March 31, 2025 or December 31, 2024,

respectively.

Accounts receivable and allowance

for credit losses – Accounts receivable are receivables generated from sales to customers and progress billings on

performance type contracts.

Amounts included in accounts receivable are deemed to be collectible within the Company’s operating

The Company recognizes accounts receivable at invoiced amounts.

The Company adopted ASC 326 , Current Expected Credit Losses, on January 1, 2023, which requires the measurement and recognition of expected credit losses using a current expected credit loss model.

The allowance for credit losses on expected future uncollectible accounts receivable is estimated considering forecasts of future economic conditions in addition to information about past events and current conditions.

The allowance for credit losses reflects the Company’s best estimate of expected losses inherent in the accounts receivable balances.

Management provides an allowance for credit losses based on the Company’s historical losses, specific customer circumstances, and general economic conditions.

Periodically, management reviews accounts receivable and adjusts the allowance based on current circumstances and charges off uncollectible receivables when all attempts to collect have been exhausted and the prospects for recovery are remote.

The Company adopted ASC 326, Current

Expected Credit Losses, on January 1, 2023, which requires the measurement and recognition of expected credit losses using a current expected

credit loss model.

The allowance for credit losses on expected future uncollectible accounts receivable is estimated considering forecasts

of future economic conditions in addition to information about past events and current conditions.

The allowance for credit losses reflects

the Company’s best estimate of expected losses inherent in the accounts receivable balances.

Management provides an allowance for

credit losses based on the Company’s historical losses, specific customer circumstances, and general economic conditions.

Periodically,

management reviews accounts receivable and adjusts the allowance based on current circumstances and charges off uncollectible receivables

when all attempts to collect have been exhausted and the prospects for recovery are remote.

Recoveries are recognized when they are received.

Actual collection losses may differ from the Company’s estimates and could be material to its consolidated financial position, results of operations, and cash flows.

The Company accounts for the transfer of accounts receivable to a third party under a factoring type arrangement in accordance with ASC 860 , “Transfers and Servicing”.

Actual collection losses may differ from the Company’s estimates and could be material to its consolidated financial position, results

of operations, and cash flows.

The Company accounts for the transfer

of accounts receivable to a third party under a factoring type arrangement in accordance with ASC 860, “Transfers and Servicing”.

ASC 860 requires that several conditions be met in order to present the transfer of accounts receivable as a sale.

In the case of factoring type arrangements, the Company has isolated the transferred (sold) assets and has the legal right to transfer its assets (accounts receivable).

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 September 30, 2024 and December 31, 2023 , there was inventory of $ 742,144 and $ 156,512 , respectively, for construction materials.

Goodwill – The Company performs its impairment test of goodwill at the reporting unit level each fiscal year, or more frequently if events or circumstances change that would more likely tha n not reduce the fair value of its reporting unit below its carrying values.

The Company performs a goodwill impairment test by comparing the fair value of the reporting unit with its carrying value and recognizes an impairment charge for the amount by which the carrying value exceeds the fair value, not to exceed the total amount of goodwill .

The amount by which the carrying value of the goodwill exceeds its implied fair value, if any, is recognized as an impairment loss.

There were no impairments during the nine months ended September 30, 2024 or 2023 .

In the case of factoring

type arrangements, the Company has isolated the transferred (sold) assets and has the legal right to transfer its assets (accounts receivable).

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.

As of March 31, 2025 and December 31, 2024, there was inventory of $ 490,590 and $ 471,468 ,

respectively, for construction materials.

As of March 31, 2025, there was inventory of $ 471,020 related to Machfu business operations.

Goodwill – The

Company performs its impairment test of goodwill at the reporting unit level each fiscal year, or more frequently if events or circumstances

change that would more likely than not reduce the fair value of its reporting unit below its carrying values.

The Company performs

a goodwill impairment test by comparing the fair value of the reporting unit with its carrying value and recognizes an impairment charge

for the amount by which the carrying value exceeds the fair value, not to exceed the total amount of goodwill.

The amount by which the

carrying value of the goodwill exceeds its implied fair value, if any, is recognized as an impairment loss.

There were no impairments

during the March 31, 2025 or 2024.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Notes to Condensed Consolidated Financial

Statements (Unaudited)

Summary of Significant Accounting Policies (continued)

Intangible assets – Intangible assets consist of $ 68,344 of trademarks, and $ 6,706 of website costs that are being amortized over 5 years.

The Company evaluated intangible assets for impairment during the year ended December 31, 2023 and determined that there was an $ 1,880,547 impairment loss for the year ended December 31, 2023 relating to intangible assets of proprietary knowledge and technology.

The amortization expense for the nine months ended September 30, 2024 and 2023 was $ 10,251 and $ 140,437 , respectively.

The accumulated amortization as of September 30, 2024 and December 31, 2023 was $ 59,975 and $ 2,852,929 , respectively.

Property, plant and equipment – Property, plant and equipment is stated at cost.

Depreciation is computed using the straight-line method over the estimated lives of each asset.

Intangible assets –

Intangible assets consist of $ 75,140 of website costs that are being amortized over 5 years and patents of $ 801,207 that are

being recognized over 7 years.

The amortization expense for the three months ended March 31, 2025 and 2024 was $ 15,058 and $ 3,417 , respectively.

The accumulated amortization as of March 31, 2025 and December 31, 2024 was $ 66,809 and $ 63,392 , respectively.

Property, plant and equipment

– Property, plant and equipment is stated at cost.

Depreciation is computed using the straight-line method over the estimated

lives of each asset.

Estimated useful lives for significant classes of assets are as follows:

computer and software 3 to 5 years, furniture and other equipment 5 to 7 years, automobiles 2 to 5 years, buildings held for lease 5 to 7 years, building 40 years, and equipment 5 t o 29 years.

computer and software 3 to 5 years, furniture

and other equipment 5 to 7 years, automobiles 2 to 5 years, buildings held for lease 5 to 7 years, building 40 years, and equipment 5

to 29 years .

Repairs and maintenance are charged to expense when incurred.

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.

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.

The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if any event occurs and if that event is outside the Company’s control) or (ii) gives the counterparty a choice of net-cash settlement or settlement shares (physical settlement or net-cash settlement).

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.

Fair value measurements – Financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities are carried at cost, which the Company believes approximates fair value due to the short-term nature of these instruments.

The Company measures the fair value of financial assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value.

The Company uses three levels of inputs that may be used to measure fair value:

Oil and Gas Properties - The Company

uses the full cost method of accounting for its investment in oil and natural gas properties.

Under this method of accounting, all costs

associated with acquisition, exploration and development of oil and gas reserves, including directly related overhead costs, are capitalized.

General and administrative costs related to production and general overhead are expensed as incurred.

All capitalized costs of oil and gas properties,

including the estimated future costs to develop proved reserves, are amortized on the unit of production method using estimates of proved

Disposition of oil and gas properties are accounted for as a reduction of capitalized costs, with no gain or loss recognized

unless such adjustment would significantly alter the relationship between capitalized costs and proved reserves of oil and gas, in which

case the gain or loss is recognized in operations.

Unproved properties and major development projects are not amortized until proved reserves

associated with the projects can be determined or until impairment occurs.

If the results of an assessment indicate that the properties

are impaired, the amount of impairment is included in loss from operations before income taxes.

Limitation on Capitalized Costs - Under

the full-cost method of accounting, we are required, at the end of each reporting date, to perform a test to determine the limit on the

book value of our oil and natural gas properties (the “Ceiling” test).

If the capitalized costs of our oil and natural gas

properties, net of accumulated amortization and related deferred income taxes, exceed the Ceiling, this excess or impairment is charged

The expense may not be reversed in future periods, even though higher oil and natural gas prices may subsequently increase

The Ceiling is defined as the sum of:

(a) the present value, discounted at 10 percent, and assuming continuation

of existing economic conditions, of 1) estimated future gross revenues from proved reserves, which is computed using oil and natural

gas prices determined as the unweighted arithmetic average of the first-day-of-the-month price for each month within the 12-month hedging

arrangements pursuant to SAB 103, less 2) estimated future expenditures (based on current costs) to be incurred in developing and producing

the proved reserves, plus

(b) the cost of properties not being amortized;

included in the costs being amortized, net of

(d) the related tax effects related to the difference between the

book and tax basis of our oil and natural gas properties.

Oil and Gas Reserves - Reserve engineering

is a subjective process that is dependent upon the quality of available data and the interpretation thereof, including evaluations and

extrapolations of well flow rates and reservoir pressure.

Estimates by different engineers often vary sometimes significantly.

physical factors such as the results of drilling, testing and production subsequent to the date of an estimate, as well as economic factors

such as changes in product prices, may justify revision of such estimates.

Because proved reserves are required to be estimated using

recent prices of the evaluation, estimated reserve quantities can be significantly impacted by changes in product prices.

Depreciation, depletion, and Amortization

and Accretion - The estimates of proved reserves materially impact depreciation, depletion, amortization and accretion (“DD&A”)

If the estimates of proved reserves decline, the rate at which we record DD&A expense will increase, reducing future net

Such a decline may result from lower market prices, which may make it uneconomic to drill for and produce from higher-cost fields.

Asset retirement obligations

- The Company records a liability for Asset Retirement Obligations (“AROs”) associated with its oil and gas wells when those

assets are placed in service.

The corresponding cost is capitalized as an asset and included in the carrying amount of oil and gas properties

and is depleted over the useful life of the properties.

Subsequently, the ARO liability is accreted to its then-present value.

Inherent in the fair value calculation

of an ARO are numerous assumptions and judgments including the ultimate settlement amounts, inflation factors, credit adjusted discount

rates, timing of settlement, and changes in the legal, regulatory, environmental, and political environments.

To the extent future revisions

to these assumptions impact the fair value of the existing ARO liability, a corresponding adjustment is made to the oil and gas property

Settlements greater than or less than amounts accrued as ARO are recorded as a gain or loss upon settlement.

As of March 31, 2025, the asset retirement

obligations amounted to $ 13,807 and is included in accounts payable and accrued expense on the accompanying condensed consolidated balance

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial

Statements (Unaudited)

Summary of Significant Accounting Policies (continued)

Proved Reserves – As

of March 31, 2025, all of the Company’s oil and gas reserves are proved reserves.

Such amount was acquired in the Merger.

of our proved reserves included in this report are prepared in accordance with U.S.

SEC guidelines for reporting corporate reserves and

future net revenue.

The accuracy of a reserve estimate is a function of:

the quality and quantity of

available data;

the interpretation of that data;

the accuracy of various mandated

economic assumptions;

the judgment of the persons

preparing the estimate.

Our proved reserve information included in this

report was predominately based on estimates.

Because these estimates depend on many assumptions, all of which may substantially differ

from future actual results, reserve estimates will be different from the quantities of oil and gas that are ultimately recovered.

results of drilling, testing and production after the date of an estimate may justify material revisions to the estimate.

The estimated proved net recoverable

reserves include only those quantities that were expected to be commercially recoverable at prices and costs in effect at the balance

sheet dates under the then existing regulatory practices and with conventional equipment and operating methods.

All of the Company’s

Proved Reserves are located onshore in the continental United States of America.

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.

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.

The Company classifies as assets

or liabilities any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if any event

occurs and if that event is outside the Company’s control) or (ii) gives the counterparty a choice of net-cash settlement or settlement

shares (physical settlement or net-cash settlement).

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

Fair value measurements –

Financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities are carried

at cost, which the Company believes approximates fair value due to the short-term nature of these instruments.

The Company measures the fair value

of financial assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an

exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants

on the measurement date.

The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring

The Company uses three levels of inputs

that may be used to measure fair value:

Quoted prices in active markets for identical assets or liabilities.

3 unchanged sentences

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Notes to Condensed Consolidated Financial

Statements (Unaudited)

Summary of Significant Accounting Policies (continued)

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 have been no changes in Level 1 , Level 2 , and Level 3 and no changes in valuation.

The fair value of the Company’s equity-based investment in SG DevCorp was determined based on Level 1 inputs.

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 have been no changes in Level

1, Level 2, and Level 3 and no changes in valuation.

The fair value of the Company’s equity-based investment in SG DevCorp was determined

based on Level 1 inputs.

The Company does not have any financial instruments in the Level 2 or Level 3 category.

Fair value measured as of September 30, 2024

Total at September 30, 2024

Fair value measured as of March 31, 2025

Quoted prices in active markets

2 unchanged sentences

Equity-based investment – SG DevCorp

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.

For employees and directors, including non-employee directors, the fair value of a stock option award is measured on the grant date.

The fair value amount is then recognized over the period services are required to be provided in exchange for the award, usually the vesting period.

The Company recognizes stock-based compensation expense on a graded-vesting basis over the requisite service period for each separately vesting tranche of each award.

Stock-based compensation expense to employees and all directors are reported within payroll and related expenses in the consolidated statements of operations.

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

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

Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid.

The provision for income taxes generally represents income taxes paid or payable for the current year plus the change in deferred taxes during the year.

Deferred taxes result from the differences between the financial and tax bases of the Company’s assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted.

The calculation of tax liabilities involves dealing with uncertainties in the application of complex tax regulations.

The Company recognizes liabilities for anticipated tax audit issues based on the Company’s estimate of whether, and the extent to which, additional taxes will be due.

If payment of these amounts ultimately proves to be unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when the liabilities are no longer determined to be necessary.

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

Concentrations of credit risk – Financial instruments, that potentially subject the Company to concentration of credit risk, consist principally of cash and cash equivalents.

Fair value measured as of December 31, 2024

Quoted prices in active markets

Significant other observable inputs

Significant unobservable inputs

Equity-based investment – SG DevCorp

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.

employees and directors, including non-employee directors, the fair value of a stock option award is measured on the grant date.

value amount is then recognized over the period services are required to be provided in exchange for the award, usually the vesting period.

The Company recognizes stock-based compensation expense on a graded-vesting basis over the requisite service period for each separately

vesting tranche of each award.

Stock-based compensation expense to employees and all directors are reported within payroll and

related expenses in the consolidated statements of operations.

Stock-based compensation expense to non-employees is reported within marketing

and business development expense in the condensed consolidated statements of operations.

Income taxes – The

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

Under this approach, deferred taxes represent the future

tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid.

The provision for income

taxes generally represents income taxes paid or payable for the current year plus the change in deferred taxes during the year.

taxes result from the differences between the financial and tax bases of the Company’s assets and liabilities and are adjusted for

changes in tax rates and tax laws when changes are enacted.

The calculation of tax liabilities involves

dealing with uncertainties in the application of complex tax regulations.

The Company recognizes liabilities for anticipated tax audit

issues based on the Company’s estimate of whether, and the extent to which, additional taxes will be due.

If payment of these amounts

ultimately proves to be unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when

the liabilities are no longer determined to be necessary.

If the estimate of tax liabilities proves to be less than the ultimate assessment,

a further charge to expense would result.

Concentrations of credit risk

– Financial instruments, that potentially subject the Company to concentration of credit risk, consist principally

of cash and cash equivalents.

The Company places its cash with high credit quality institutions.

At times, such amounts may be in excess of Federal Deposit Insurance Corporation insurance limits.

The Company has not experienced any losses in such account and believes that it is not exposed to any significant credit risk on the account.

With respect to receivables, concentrations of credit risk are limited to a few customers in the construction industry.

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 September 30, 2024 and December 31, 2023 , 100 % of the Company’s gross accounts receivable were due from four and three customers, respectively.

Revenue relating to one customer represented approximately 84 % and 100 %, respectively, of the Company’s total revenue for the three months ended September 30, 2024 and 2023 , respectively.

Revenue relating to two and one customers represented approximately 75 % and 97 % of the Company’s total revenue for the nine months ended September 30, 2024 and 2023 , respectively.

There were no vendors representing 10 % or more of the Company’s total cost of revenue for the three and nine months ended September 30, 2024 and 2023 .

The Company believes it has access to alternative suppliers, with limited disruption to the business, should circumstances change with its existing suppliers.

At times, such amounts may be in excess

of Federal Deposit Insurance Corporation insurance limits.

The Company has not experienced any losses in such account and believes that

it is not exposed to any significant credit risk on the account.

With respect to receivables, concentrations

of credit risk are limited to a few customers in the construction industry.

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 March 31, 2025 and December

31, 2024, 100 % of the Company’s gross accounts receivable were due from three customers.

Revenue relating to two and one customers

represented approximately 88 % and 87 % of the Company’s total revenue for the three months ended March

31, 2025 and 2024, respectively.

There were no vendors representing 10%

or more of the Company’s total cost of revenue for the three months ended March 31, 2025 and 2024.

The Company believes it

has access to alternative suppliers, with limited disruption to the business, should circumstances change with its existing suppliers.

SAFE & GREEN HOLDINGS CORP.

2 unchanged sentences

Accounts Receivable

At September 30, 2024 and December 31, 2023 , the Company’s accounts receivable consisted of the following:

At March 31, 2025 and December 31, 2024, the Company’s

accounts receivable consisted of the following:

Construction services

2 unchanged sentences

Total net receivables

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

Receivables are evaluated for collectability

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

Contract Assets and Contract Liabilities

Costs and estimated earnings on uncompleted contracts, which represent contract assets and contract liabilities, consisted of the following at September 30, 2024 and December 31, 2023 :

Costs and estimated earnings on uncompleted

contracts, which represent contract assets and contract liabilities, consisted of the following at March 31, 2025 and December 31,

Costs incurred on uncompleted contracts

3 unchanged sentences

billings to date

( 3,066,938 )

Net contract liabilities on uncompleted contracts

The above amounts are included in the accompanying condensed consolidated balance sheets under the f ollowing captions at September 30, 2024 and December 31, 2023 .

$ ( 168,863 )

$ ( 593,546 )

The above amounts are included in the

accompanying condensed consolidated balance sheets under the following captions at March 31, 2025 and December 31, 2024.

Contract assets

Contract liabilities

Net contract liabilities

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 peri odically evaluates and revises its estimates and makes adjustments when they are considered necessary.

Net contract liabilities on uncompleted contracts

$ ( 168,863 )

$ ( 593,546 )

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.

Additionally, at March 31, 2025 contract

liabilities include $ 552,500 of advanced payments from customers on certain contracts.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and amortization and depreciated using the straight-line method over their useful lives.

At September 30, 2024 and December 31, 2023 , the Company’s property, plant and equipment, net consisted of the following:

Notes to Condensed Consolidated Financial

Statements (Unaudited)

Oil and Gas Properties and Property, plant and equipment

Oil and gas properties include the cost

of properties, equipment and facilities for oil and natural-gas producing activities, excluding any asset retirement obligations.

31, 2025, the Company’s oil and gas properties, net consisted of the following:

Oil and gas properties

accumulated depreciation

Property, plant and equipment are stated

at cost less accumulated depreciation and amortization and depreciated using the straight-line method over their useful lives.

31, 2025 and December 31, 2024, the Company’s property, plant and equipment, net consisted of the following:

Computer equipment and software

2 unchanged sentences

Equipment and machinery

Building held for leases

Construction in progress

Property, plant and equipment

accumulated depreciation

Depreciation expense for the three months ended September 30, 2024 and 2023 amounted to $ 104,835 and $ 92,984 , respectively.

Depreciation expense for the nine months ended September 30, 2024 and 2023 amounted to $ 189,869 and $ 277,573 respectively.

Notes Receivable

On January 21, 2020, pursuant to that certain Loan Agreement and Promissory Note, dated October 3, 2019 (the “CPF GP Loan Agreement”), as amended on October 15, 2019 and November 7, 2019, by and between CPF GP 2019 - 1 LLC (“CPF GP”) and the Company, CPF GP issued to the Company a promissory note in the principal amount of $ 400,000 (the “Company Note”) and issued to Paul Galvin, the Company’s Chairman and CEO, a promissory note in the principal amount of $ 100,000 (the “Galvin Note”).

The Company Note and Galvin Note bear interest at five percent ( 5 %) per annum, payable, together with the unpaid principal amount of the promissory notes, on the earlier of the July 31, 2023 maturity date or upon the liquidation, redemption sale or issuance of a dividend upon CPF GP’s limited liability company interests in CPF MF 2019 - 1 LLC, a Texas limited liability company of which CPF GP is the general partner (“CPF MF”);

provided, that the terms of the Galvin Note provide that all interest payments due to Mr.

Galvin under the Galvin Note shall be paid directly to, and for the benefit of, the Company.

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.

On April 15, 2020, pursuant to the CPF GP Loan Agreement, CPF GP issued to the Company a promissory note in the principal amount of $ 250,000 (the “Company Note 2 ”).

The Company Note 2 bears interest at five percent ( 5 %) per annum, payable, together with the unpaid principal amount of the promissory notes, on the earlier of the July 31, 2023 maturity date or upon the liquidation, redemption sale or issuance of a dividend upon CPF GP’s limited liability company interests in CPF MF.

During the year ended December 31, 2023, the Company determined that the Company Note, the Galvin Note and the Company Note 2 were not collectible and recorded bad debts for the outstanding amounts, which resulted in a write off of principal of $ 750,000 and accrued interest of $ 129,418 during 2023 .

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Depreciation expense for the three

months ended March 31, 2025 and 2024 amounted to $ 92,117 and $ 42,381 , respectively.

Notes Payable

Authority Loan Agreement

On October 29, 2021, SG Echo entered into a Loan Agreement ( the “Authority Loan Agreement”) with the Durant Industrial Authority (the “Authority”) pursuant to which it issued to the Authority a non-interest bearing Forgivable Promissory Note in the principal amount of $ 750,000 (the “Forgivable Note”) in exchange for $ 750,000 to be used for renovation improvements related to the Company’s approximately 58,000 square-foot manufacturing facility in Durant, Oklahoma.

The Forgivable Note is due on April 29, 2029 and guaranteed by the Company, provided that, if no event of default has occurred under the Forgivable Note or the Authority 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

Notes to Condensed Consolidated Financial Statements (Unaudited)

Notes Payable (continued)

Peak One Transactions

On February 7, 2023, the Company closed a private placement offering (the “Peak One Offering”) of $ 1,100,000 in principal amount of the Company’s 8 % convertible debenture (the “Debenture”) and a warrant (the “Peak Warrant”) to purchase up to 500,000 shares of the Company’s common stock ( 25,000 shares as adjusted for the May Stock Split), to Peak One Opportunity Fund, L.P.

(“Peak One ”).

Pursuant to a Securities Purchase Agreement, dated February 7, 2023 (the “ February 2023 Purchase Agreement”), by and between the Company and Peak One , the Debenture was sold to Peak One for a purchase price of $ 1,000,000 , representing an original issue discount of ten percent ( 10 %).

During the year ended December 31, 2023, Peak One converted $ 730,000 of its principal balance into 508,917 shares of common stock of the Company ( 25,446 shares as adjusted for the May Stock Split).

Such conversion was within the terms of the agreement with no gains or losses recognized on the transactions.

In connection with the Peak One 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 February 2023 Purchase Agreement and issued 50,000 shares ( 2,500 shares as adjusted for the May Stock Split) of its common stock (the “Commitment Shares”) to Peak One Investments, LLC (“Peak One Investments”), the general partner of Peak One .

The Debenture matured twelve months from its date of issuance and bore interest at a rate of 8 % per annum payable on the maturity date.

The Debenture was 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”) ($ 30 as adjusted for the May Stock Split), 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 ($ 8 as adjusted for the May Stock Split), per share, unless and until the Company obtains shareholder approval for any issuance below such floor price.

Upon entering into the January 2024 Purchase Agreement as described below the Conversion Price was adjusted to $ 0.46 , and then upon entering into the Inducement Agreement as described below, the Conversion Price was further adjusted to $ 0.26 (“Conversion Adjustments”).

During the year ended December 31, 2023 and during the nine months ended September 30, 2024 , Peak One converted the Debenture in full and received a total of 49,188 shares of the Company’s common stock.

The Peak Warrant expires five years from its date of issuance.

The Peak Warrant is exercisable, at the option of the holder, at any time, for up to 500,000 of shares of common stock ( 25,000 shares as adjusted for the May Stock Split) of the Company at an exercise price equal to $ 2.25 (the “Exercise Price”) ($ 45 as adjusted for the May Stock Split), subject to adjustment for any stock splits, stock dividends, recapitalizations and similar events and in the event the Company, at any time while the Peak Warrant 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, at an effective price per share that is lower than the then Exercise Price.

In the event of any such anti-dilutive event, the Exercise 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.

The number of shares of the Company’s common stock that may be issued upon conversion of the Debenture and exercise of the Peak Warrant, and inclusive of the Commitment Shares and any shares issuable under and in respect of the February 2023 Purchase Agreement, is subject to an exchange cap (the “Exchange Cap”) of 19.99 % of the outstanding number of shares of the Corporation’s common stock on the closing date, 2,760,675 shares ( 138,034 shares as adjusted for the May Stock Split), unless shareholder approval to exceed the Exchange Cap is approved.

On October 29, 2021, SG Echo entered

into a Loan Agreement (the “Authority Loan Agreement”) with the Durant Industrial Authority (the “Authority”)

pursuant to which it issued to the Authority a non-interest bearing Forgivable Promissory Note in the principal amount of $ 750,000 (the

“Forgivable Note”) in exchange for $ 750,000 to be used for renovation improvements related to the Company’s approximately

58,000 square-foot manufacturing facility in Durant, Oklahoma.

The Forgivable Note is due on April 29, 2029 and guaranteed by the Company,

provided that, if no event of default has occurred under the Forgivable Note or the Authority 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 Fofrgivable 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.

As of March 31, 2025 and December 31, 2024 the outstanding balance amounted

to $ 750,000 .

See Note 15, for additional information

regarding litigation between the Company and Authority.

Cash Advance Agreements

On July 31, 2024, SG Building entered

into a Cash Advance Agreement (the “July Cash Advance Agreement”) with Cedar Advance LLC (“Cedar”)pursuant to

which SG Building sold to Cedar $ 1,957,150 of its future receivables for a purchase price of $ 1,350,000 , less underwriting fees and expenses

paid and the repayment of prior amounts due Cedar, for net funds provided of $ 285,180 , which are net of repayment of prior Cedar Cash

Advance Agreements

Pursuant to the July Cash Advance Agreement,

Cedar is expected to withdraw $ 49,150 a week directly from SG Building until the $ 1,957,150 due to Cedar under the July Cash Advance Agreement

is paid in full.

In the event of a default (as defined in the July Cash Advance Agreement), Cedar, among other remedies, can demand payment

in full of all amounts remaining due under the July Cash Advance Agreement.

SG Building’s obligations under the July Cash Advance

Agreement have been guaranteed by SG Echo.

As of March 31, 2025 and December 31, 2024 the outstanding balance amounted to $ 1,536,700 .

On August 27, 2024, SG Building entered

into a Cash Advance Agreement (the “Pawn Cash Advance Agreement”) with Pawn Funding (“Pawn”) pursuant to which

SG Building sold to Pawn $ 599,600 of its future receivables for a purchase price of $ 400,000 , less underwriting fees and expenses paid

and the repayment of prior amounts due Pawn, for net funds provided of $ 360,000 .

Pursuant to the Pawn Cash Advance Agreement, Pawn is

expected to withdraw $ 4,999.67 a week directly from SG Building until the $ 599,600 due to Pawn is paid in full.

In the event of a default

(as defined in the Pawn Cash Advance Agreement), Pawn, among other remedies, can demand payment in full of all amounts remaining due under

the Pawn Cash Advance Agreement.

As of March 31, 2025 and December 31, 2024 the outstanding balance amounted to $ 249,830 .

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Notes to Condensed Consolidated Financial

Statements (Unaudited)

Notes Payable (continued)

The Company incurred $ 80,000 in debt issuance costs in connection with the Debenture.

In addition, the initial fair value of the Peak Warrant amounted to $ 278,239 and the fair value of the restricted shares amounted to $ 76,000 , both of which have been recorded as a debt discount and will be amortized over the effective rate method.

On January 11, 2024, the Company entered into a Securities Purchase Agreement (the “January 2024 Purchase Agreement”) with Peak One , pursuant to which the Company agreed to issue, in a private placement offering (the “January Offering”), upon the satisfaction of certain conditions specified in the January 2024 Purchase Agreement, two debentures to Peak One in the aggregate principal amount of $ 1,300,000 .

The closing of the first tranche was consummated on January 12, 2024 and the Company issued an 8 % convertible debenture in the principal amount of $ 650,000 (the “Holdings Debenture”) to Peak One and a warrant (the “Peak Warrant # 3 ”) to purchase up to 375,000 shares of the Company’s common stock ( 18,750 as adjusted for the May Stock Split) to Peak One ’s designee, as described in the January 2024 Purchase Agreement.

The Holdings Debenture was sold to Peak One for a purchase price of $ 585,000 , representing an original issue discount of ten percent ( 10 %).

In connection with the January Offering, the Company paid $ 17,500 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 January 2024 Purchase Agreement and issued to Peak One and its designee an aggregate of 300,000 shares of its common stock 15,000 as adjusted for the May Stock Split) as provided in the January 2024 Purchase Agreement.

The Holdings Debenture matures twelve months from its date of issuance and bears interest at a rate of 8 % per annum payable on the maturity date.

The Holdings 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 Holdings Debenture, plus all accrued and unpaid interest, at a conversion price equal to $ 0.46 (the “Conversion Price”) ($ 9.20 as adjusted for the May Stock Split), subject to adjustment for any stock splits, stock dividends, recapitalizations and similar events, as well as anti-dilution price protection provisions that are subject to a floor price as set forth in the Holdings Debenture.

Upon entering into the Inducement Agreement as described below, the Conversion Price was adjusted to $ 0.26 .

This transaction, along with the Conversion Adjustments resulted in the Company recording a common stock deemed dividend in the amount of $ 475,713 during the nine months ended September 30, 2024 (“Conversion Deemed Dividend”).

The Holdings Debenture is redeemable by the Company at a redemption price equal to 110 % of the sum of the principal amount to be redeemed plus accrued interest, if any.

While the Holdings Debenture is outstanding, if the Company receives cash proceeds of more than $ 1,500,000 (the “January 2024 SPA Minimum Threshold”) in the aggregate from any source or series of related or unrelated sources, the Company shall, within two ( 2 ) business days of the Company’s receipt of such proceeds, inform Peak One of such receipt, following which Peak One shall have the right, in its sole discretion, to require the Company to immediately apply up to 50 % of all proceeds received by the Company (from any source except with respect to proceeds from the issuance of equity or debt to officers and directors of the Company) after the January 2024 SPA Minimum Threshold is reached to repay the outstanding amounts owed under the Debenture.

On December 17, 2024, SG Building entered

into a Cash Advance Agreement (the “December Cash Advance Agreement”) with Cedar pursuant to which SG Building sold to Cedar

$ 194,500 of its future receivables for a purchase price of $ 138,000 , less underwriting fees and expenses paid, for net funds provided

of $ 125,000 .

Pursuant to the Cedar Cash Advance Agreement, Cedar is expected to withdraw $ 4,900 a week directly from SG Building until

the $ 194,500 due to Cedar is paid in full.

In the event of a default (as defined in the Cedar Cash Advance Agreement), Cedar, among other

remedies, can demand payment in full of all amounts remaining due under the Cedar Cash Advance Agreement.

As of March 31, 2025 and

December 31, 2024 the outstanding balance amounted to $ 172,270 and $ 184,700 , respectively.

On December 24, 2024, SG Building entered

into a Cash Advance Agreement (the “December Cash Advance Agreement 2”) with Cedar”) pursuant to which SG Building sold

to Cedar $ 203,000 of its future receivables for a purchase price of $ 140,000 , less underwriting fees and expenses paid, for net funds

provided of $ 126,000 .

Pursuant to the December Cedar Cash Advance Agreement 2, Cedar is expected to withdraw $ 5,000 a week directly from

SG Building until the $ 203,000 due to Cedar is paid in full.

In the event of a default (as defined in the Cedar Cash Advance Agreement),

Cedar, among other remedies, can demand payment in full of all amounts remaining due under the Cedar Cash Advance Agreement.

March 31, 2025 and December 31, 2024 the outstanding balance amounted to $ 207,900 and $ 203,000 , respectively.

On January 22, 2025, SG Building entered

into a Cash Advance Agreement (the “Core Cash Advance Agreement”) with Core Funding Source LLC (“Core”) pursuant

to which SG Building sold to Pawn $ 104,930 of its future receivables for a purchase price of $ 70,000 , less underwriting fees and expenses

paid, for net funds provided of $ 63,000 .

Pursuant to the Core Cash Advance Agreement, Core is expected to receive $ 2,998 a day directly

from SG Building until the $ 104,930 due to Core is paid in full.

In the event of a default (as defined in the Core Cash Advance Agreement),

Core, among other remedies, can demand payment in full of all amounts remaining due under the Core Cash Advance Agreement.

31, 2025 the outstanding balance amounted to $ 40,000 .

Enhanced Note

On September 20, 2024, SG Echo entered

into a Loan and Security Agreement (the “Enhanced Loan Agreement”) with Enhanced Capital Oklahoma Rural Fund, LLC (“Enhanced”)

pursuant to which SG Echo borrowed $ 4,000,000 (the “Principal”) from Enhanced, and whereby SG Echo executed and delivered

a Secured Promissory Note (the “Enhanced Note”) to Enhanced to evidence SG Echo’s obligations under the Enhanced Loan

The Enhanced Note shall bear interest at a rate equal to the greater of (i) the Secured Overnight Financing Rate (“SOFR”)

plus six and sixty-five tenths percent ( 6.65 %) and (ii) ten percent ( 10.0 %) per annum (the “Interest Rate”).

SG Echo shall

pay to Enhanced a closing fee of $ 80,000 , which shall be due and payable on October 1, 2025, unless such date shall be extended by Lender.

SG Echo’s obligations under the Enhanced Loan Agreement and the Enhanced Note have been guaranteed by the Company.

Pursuant to the terms of the Enhanced

Note, SG Echo shall make monthly payments of accrued interest on the first business day of each calendar month until December 31, 2025.

Commencing January 2026, SG Echo shall make monthly payments of accrued interest and additionally shall make a monthly principal payment

on the Note in an amount equal to $ 22,222.22 .

The maturity date of the Note shall be the sixty-month anniversary of the closing date (the

“Enhanced Maturity Date”).

All outstanding principal and accrued interest shall be due and payable on the Enhanced Maturity

Pursuant to the terms of the Enhanced

Loan Agreement, on the closing date, $ 360,000 (the “Interest Reserve”) will be deposited in a segregated deposit account in

SG Echo’s name, which account shall be subject to a Control Agreement in favor of the Lender (the “Interest Reserve Account”).

The monthly payments due under the Enhanced Note are withdrawn from the Interest Reserve Account until the Interest Reserve has been fully

SG Echo shall have no obligation to replenish amounts withdrawn from the Interest Reserve Account.

Pursuant to the terms of the Enhanced

Loan Agreement, SG Echo shall grant Enhanced a first priority mortgage on the real property located at 101 Waldron Rd., Durant, Oklahoma.

Additionally, SG Echo shall grant Lender a continuing security interest in, a general lien upon, collateral assignment of, and a right

of set-off against all of SG Echo’s right, title, and interest in and to all assets of SG Echo.

In the event of default (as defined

in the Enhanced Loan Agreement), Enhanced, among other remedies, can demand all amounts and/or liabilities owing from time to time by

SG Echo to Enhanced pursuant to the Enhanced Loan Agreement and the Enhanced Note (with accrued interest thereon) and all other amounts

owing under the Enhanced Loan Agreement due and payable.

As of March 31, 2025 and December 31, 2024 the outstanding balance amounted to

$ 4,000,000 .

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Notes to Condensed Consolidated Financial

Statements (Unaudited)

Notes Payable (continued)

The Peak Warrant # 3 expires five years from its date of issuance.

The Peak Warrant # 3 is exercisable, at the option of the holder, at any time, for up to 375,000 of shares of common stock ( 18,750 as adjusted for the May Stock Split) of the Company at an exercise price equal to $ 0.53 ($ 10.60 as adjusted for the May Stock Split), subject to adjustment for any stock splits, stock dividends, recapitalizations and similar events, as well as anti-dilution price protection provisions that are subject to a floor price as set forth in the Peak Warrant # 3 .

The Peak Warrant # 3 provides for cashless exercise under certain circumstances.

Maxim Group LLC (“Maxim”) acted as placement agent in the January Offering.

In connection with the closing of the first tranche of the January Offering, the Company paid a placement fee of $ 40,950 to Maxim.

Assuming the second tranche is closed, a placement fee in an amount equal to $ 40,950 will be payable by the Company to Maxim upon closing of the second tranche of the January Offering.

Cash Advance Agreements

On May 16, 2023, SG Building entered into a Cash Advance Agreement (the “Cash Advance Agreement”) with Cedar Advance LLC (“Cedar”), pursuant to which SG Building sold to Cedar $ 710,500 of its future receivables for a purchase price of $ 500,000 .

Cedar is expected to withdraw $ 25,375 a week directly from SG Building until the $ 710,500 due to Cedar is paid in full.

In the event of a default (as defined in the Cash Advance Agreement), Cedar, among other remedies, can demand payment in full of all amounts remaining due under the Cash Advance Agreement.

SG Building’s obligations under the Cash Advance Agreement have been guaranteed by SG Echo.SG Building incurred $ 25,000 in debt issuance costs in connection with the Cash Advance Agreement.

As of September 30, 2024 and December 31, 2023, there was no outstanding balance on this advance.

On September 26, 2023, SG Building and Cedar entered into a second Cash Advance Agreement (the “Second Cash Advance Agreement”) pursuant to which SG Building sold to Cedar $ 1,171,500 of its future receivables for a purchase price of $ 825,000 .

Cedar is expected to withdraw $ 41,800 a week directly from SG Building, until the $ 1,171,500 due to Cedar is paid in full.

In the event of a default (as defined in the Second Cash Advance Agreement), Cedar, among other remedies, can demand payment in full of all amounts remaining due under the Second Cash Advance Agreement.

SG Building’s obligations under the Second Cash Advance Agreement have been guaranteed by SG Echo.

As of September 30, 2024 and December 31, 2023, the outstanding balance was $ 0 and $ 424,454 on this advance, respectively.

On November 20, 2023, SG Building entered into a third Cash Advance Agreement (the “Third Cash Advance Agreement”) with Cedar pursuant to which SG Building sold to Cedar $ 511,200 of its future receivables for a purchase price of $ 360,000 , less underwriting fees and expenses paid, for net funds provided of $ 342,200 .

Cedar is expected to withdraw $ 20,300 a week directly from SG Building until the $ 511,200 due to Cedar under the Third Cash Advance Agreement is paid in full.

In the event of a default (as defined in the Third Cash Advance Agreement ), Cedar, among other remedies, can demand payment in full of all amounts remaining due under the Third Cash Advance Agreement.

SG Building ’s obligations under the Third Cash Advance Agreement have been guaranteed by SG Echo.

As of September 30, 2024 and December 31, 2023, the outstanding balance was $ 0 and $ 302,817 on this advance, respectively.

On January 5, 2024, SG Building and SG Echo (together with SG Building, the “Merchants”) entered into a Cash Advance Agreement (the “January Cash Advance Agreement”) with Maison Capital Group (“Maison”) pursuant to which the Merchants sold to Maison $ 300,000 of their future receivables for a purchase price of $ 200,000 , less underwriting fees and expenses paid, for net funds provided of $ 190,000 .

Pursuant to the January Cash Advance Agreement, Maison is expected to withdraw $ 12,500 a week directly from the Merchants until the $ 300,000 due to Maison under the January Cash Advance Agreement is paid in full.

In the event of a default (as defined in the January Cash Advance Agreement), Maison, among other remedies, can demand payment in full of all amounts remaining due under the January Cash Advance Agreement.

The Merchants’ obligations under the January Cash Advance Agreement are secured by a security interest in all accounts, including without limitation, all deposit accounts, accounts-receivable, and other receivables, chattel paper, documents, equipment, general intangibles, instruments, and inventory, as those terms are defined by Article 9 of the Uniform Commercial Code, now or hereafter owned or acquired by any of them.

In addition, SG Building’s obligations under the January Cash Advance Agreement have been guaranteed by SG Echo, and SG Echo’s obligations under the January Cash Advance Agreement have been guaranteed by SG Building Blocks.

The amounts outstanding under the January Cash Advance Agreement may be prepaid by the Merchants at any time without penalty.

Galvin Promissory Note

On December 14, 2023, the Company entered

into a promissory note with Paul Galvin, the Company’s Chairman and CEO, for $ 75,000 (“Galvin Note Payable”).

shall not accrue interest, and the entire unpaid principal balance is due December 14, 2024.

During the three months ended March 31, 2024

the Company entered into an additional promissory note with Mr.

Galvin in the amount of $ 10,000 .

The note shall not accrue interest, and

the entire unpaid principal balance is due December 14, 2024.

During the three months ended, $ 0 in principal payments were made.

of March 31, 2025 and December 31, 2024 the outstanding balance amounted to $ 17,000 .

1800 Diagonal Note

On March 5, 2024, the Company issued

a promissory note (the “1800 Diagonal Note”) in favor of 1800 Diagonal Lending LLC (“1800 Diagonal”)

in the aggregate principal amount of $ 149,500 pursuant to a Securities Purchase Agreement, dated March 5, 2024 (the “SPA”).

The 1800 Diagonal Note was purchased

by 1800 Diagonal for a purchase price of $ 130,000 , representing an original issue discount of $ 19,500 .

A one-time interest charge

of ten percent ( 10 %) (the “Interest Rate”) will be applied on the issuance date to the Principal.

Under the terms of the 1800

Diagonal Note, beginning on April 15, 2024, the Company is required to make nine monthly payments of accrued, unpaid interest and outstanding

principal, subject to adjustment, in the amount of $ 18,272,23 .

The Company shall have a five business day grace period with respect to

each payment.

Any amount of principal or interest on this 1800 Diagonal Note which is not paid when due will bear interest at the rate

of 22 % per annum from the due date thereof until the same is paid (“Default Interest”).

The Company has right to accelerate

payments or prepay in full at any time with no prepayment penalty.

Among other things, an event of default

will be deemed to have occurred if the Company fails to pay the principal or interest when due on the 1800 Diagonal Note, whether at maturity,

upon acceleration or otherwise, if bankruptcy or insolvency proceedings are instituted by or against the Company or if the Company fails

to maintain the listing of its common stock on The Nasdaq Stock Market.

Upon the occurrence of an event of default, the 1800 Diagonal

Note will become immediately due and payable and the Company will be obligated to pay to the Investor, in satisfaction of its obligations

under the 1800 Diagonal Note, an amount equal to 200 % times the sum of the then outstanding principal amount of the 1800 Diagonal Note

plus accrued and unpaid interest on the unpaid principal amount of this 1800 Diagonal Note to the date of payment plus Default Interest,

After an event of default, at any time

following the six month anniversary of the 1800 Diagonal Note, 1800 Diagonal will have the right, to convert all or any

part of the outstanding and unpaid amount of the 1800 Diagonal Note into shares of the Company’s common stock at a conversion

price equal to the greater of $ 0.08 or 65 % multiplied by the lowest closing bid price during the 10 trading days prior to the conversion

date (representing a discount rate of 35 %).

The 1800 Diagonal Note may not be converted into shares of the Company’s common

stock if the conversion would result in 1800 Diagonal and its affiliates owning an aggregate of in excess of 4.99 % of the then outstanding

shares of the Company’s common stock.

In addition, unless the Company obtains shareholder approval of such issuance, the Company

shall not issue a number of shares of its common stock under 1800 Diagonal Note, which when aggregated with all other securities

that are required to be aggregated for purposes of Nasdaq Rule 5635(d), would exceed 19.99 % of the shares of the Company’s common

stock outstanding as of the date of definitive agreement with respect to the first of such aggregated transactions (the “Conversion

Limitation”).

Upon the occurrence of an event of default as a result of the Company being delisted from Nasdaq, the Conversion Limitation

shall no longer apply.

As of March 31, 2025 and December 31, 2024 the outstanding balance amounted to $ 77,335 and $ 135,334 , respectively.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Notes to Condensed Consolidated Financial

Statements (Unaudited)

Notes Payable (continued)

On January 29, 2024, SG Building entered into a Cash Advance Agreement (the “Fourth Cash Advance Agreement” and, together with the Cash Advance Agreement, the Second Cash Advance Agreement and the Third Cash Advance Agreement, the “Cedar Cash Advance Agreements”) with Cedar pursuant to which SG Building sold to Cedar $ 1,733,420 of its future receivables for a purchase price of $ 1,180,000 , less underwriting fees and expenses paid and the repayment of prior amounts due Cedar, for net funds provided of $ 215,575 .

Pursuant to the Fourth Cash Advance Agreement, Cedar is expected to withdraw $ 49,150 a week directly from SG Building until the $ 1,733,420 due to Cedar under the Fourth Cash Advance Agreement is paid in full.

In the event of a default (as defined in the Fourth Cash Advance Agreement), Cedar, among other remedies, can demand payment in full of all amounts remaining due under the Fourth Cash Advance Agreement.

SG Building’s obligations under the Fourth Cash Advance Agreement have been guaranteed by SG Echo.

On February 23, 2024, the Merchants entered into a Cash Advance Agreement (“February Cash Advance Agreement”) with Bridgecap Advance LLC (“Bridgecap”) pursuant to which the Merchants sold to Bridgecap $ 224,850 of their future receivables for a purchase price of $ 150,000 , less underwriting fees and expenses paid, for net funds provided of $ 135,000 .

Pursuant to the February Cash Advance Agreement, Bridgecap is expected to withdraw $ 2,248.50 a day directly from the Merchants until the $ 224,850 due to Bridgecap under the February Cash Advance Agreement is paid in full.

In the event of a default (as defined in the February Cash Advance Agreement), Bridgecap, among other remedies (including penalties and fees) can demand payment in full of all amounts remaining due under the February Cash Advance Agreement.

The Merchants’ obligations under the February Cash Advance Agreement are secured by a security interest in all accounts, including without limitation, all deposit accounts, accounts-receivable, other receivables, and proceeds therefrom, as those terms are defined by Article 9 of the Uniform Commercial Code, now or hereafter owned or acquired by any of them.

The amounts outstanding under the February Cash Advance Agreement may be prepaid by the Merchants at any time without penalty.

On July 31, 2024, SG Building entered into a Cash Advance Agreement (the “July Cash Advance Agreement”) with Cedar pursuant to which SG Building sold to Cedar $ 1,957,150 of its future receivables for a purchase price of $ 1,350,000 , less underwriting fees and expenses paid and the repayment of prior amounts due Cedar, for net funds provided of $ 285,180 , which are net of repayment of prior Cedar Cash Advance Agreements

Pursuant to the July Cash Advance Agreement, Cedar is expected to withdraw $ 49,150 a week directly from SG Building until the $ 1,957,150 due to Cedar under the July Cash Advance Agreement is paid in full.

In the event of a default (as defined in the July Cash Advance Agreement), Cedar, among other remedies, can demand payment in full of all amounts remaining due under the July Cash Advance Agreement.

SG Building’s obligations under the July Cash Advance Agreement have been guaranteed by SG Echo.

On August 27, 2024, SG Building entered into a Cash Advance Agreement (the “Pawn Cash Advance Agreement”) with Pawn Funding (“Pawn”) pursuant to which SG Building sold to Pawn $ 599,600 of its future receivables for a purchase price of $ 400,000 , less underwriting fees and expenses paid and the repayment of prior amounts due Pawn, for net funds provided of $ 360,000 .

Pursuant to the Pawn Cash Advance Agreement, Pawn is expected to withdraw $ 4,999.67 a week directly from SG Building until the $ 599,600 due to Pawn is paid in full.

In the event of a default (as defined in the Pawn Cash Advance Agreement), Cedar, among other remedies, can demand payment in full of all amounts remaining due under the Pawn Cash Advance Agreement.

On August 28, 2024, the Company issued

a promissory note (the “August 1800 Diagonal Note”) in favor of 1800 Diagonal in the principal amount of $ 290,000

for a purchase price of $ 250,000 , representing an original issue discount of $ 40,000 .

A one-time interest charge of twelve percent

( 12 %) be applied on the issuance date to the principal balance.

Under the terms of the August 1800 Diagonal Note, beginning

on February 28, 2025, the Company is required to make five monthly payments of accrued, unpaid interest and outstanding

principal, subject to adjustment, in the amount of $ 40,600 , with $ 162,400 being due on February 28, 2025.

The Company has right to accelerate

payments or prepay in full at any time with no prepayment penalty.

The connection with the August 1800 Diagonal Note, the Company incurred

$ 8,000 in debt issuance costs.

The August 1800 Diagonal Note has default terms similar to the 1800 Diagonal Note as described above.

of March 31, 2025 and December 31, 2024 the outstanding balance amounted to $ 87,000 and $ 290,000 , respectively.

On January 22, 2025, the Company issued

a promissory note (the “January 1800 Diagonal Note”) in favor of 1800 Diagonal in the principal amount of $ 143,750

for a purchase price of $ 125,000 , representing an original issue discount of $ 18,750 .

A one-time interest charge of twelve percent

(15%) be applied on the issuance date to the principal balance.

Under the terms of the January 1800 Diagonal Note, beginning

on February 28, 2025, the Company is required to make nine monthly payments of accrued, unpaid interest and outstanding

principal, subject to adjustment, in the amount of $ 18,368 , with $ 165,310 being due on February 28, 2025.

The Company has right to accelerate

payments or prepay in full at any time with no prepayment penalty.

The connection with the January 1800 Diagonal Note, the Company incurred

$ 8,000 in debt issuance costs.

The January 1800 Diagonal Note has default terms similar to the 1800 Diagonal Note as described above.

As of March 31, 2025 the outstanding balance amounted to $ 111,806 .

On February 12, 2025, the Company executed and issued a Promissory

Note (“Note”) in favor of Firstfire Global Opportunities Fund, LLC (the “Firstfire”) in the aggregate principal

amount of $ 360,000 (the “Firstfire Principal”), and an accompanying Securities Purchase Agreement, executed on February 12,

2025 (the “Firstfire SPA”).

The Note was purchased by Firstfire for a purchase

price of $ 300,000 , representing an original issue discount of $ 60,000 .

The Note shall bear interest at a rate of fifteen percent ( 15 %)

per annum, with the understanding that the first twelve months of interest under the Note (equal to $ 54,000 ), shall be guaranteed and

earned in full as of February 12, 2025.

Any amount of Principal or interest due under the Note which is not paid when due shall bear interest

at eighteen percent ( 18 %) per annum (“Default Interest”).

The Note may not be prepaid in whole or in part except as explicitly

set forth in the Note.

Firstfire will have the right, on any calendar

day, at any time on or after the Issue Date, to convert all or any portion of the then-outstanding Principal and interest (including any

Default Interest) into fully paid and non-assessable shares of common stock, par value $ 0.01 per share, of the Company (the “Common

The per share conversion price into which the Principal, interest (including any Default Interest) shall be equal to $ 0.65 ,

subject to adjustment as provided in the Note (the “Conversion Price”).

If at any time the Conversion Price for any conversion

would be less than the par value of the Common Stock, then at the sole discretion of the Lender, the Conversion Price may equal such par

value for such conversion, and the conversion amount shall be increased to include Additional Principal (where “Additional Principal”

means such additional amount to be added to the conversion amount to the extent necessary to cause the number of conversion shares issuable

upon such conversion to equal the same number of conversion shares as would have been issued if the Conversion Price had not been adjusted

by the Lender to the par value price.

The Lender shall be entitled to deduct $ 1,750 from the conversion amount in each notice of conversion

to cover Lender’s fees associated with each notice of conversion.

The Note may not be converted into shares of the Company’s

common stock if the conversion would result in the Lender and its affiliates owning an aggregate of in excess of 4.99 % of the then-outstanding

shares of the Company’s common stock.

In connection with the issuance of the

Note and the SPA, the Company will issue to the Lender common stock purchase warrants (the “Warrant”), which shall be exercisable

into 450,000 shares of Common Stock.

The relative fair value of the warrants amounted to $ 158,883 and are recorded as a debt discount

to the underlying Note.

Among others, the following shall be considered

events of default under the Note (“Event of Default”):

if the Company fails to pay the Principal Amount or interest when due

the Company fails to issue conversion shares to the Lender upon exercise by the Lender of the conversion rights under the

or the Company breaches any covenant, agreement, or other term or condition of the Note or the accompanying Securities Purchase

Agreement, Registration Rights Agreement, Irrevocable Transfer Agent Instructions, or Warrants.

After an Event of Default, in addition

to all other rights under the Note, the Lender shall have the right to convert any portion of the Note at any time at a price per share

equal to the Alternate Price.

The “Alternate Price” shall mean the lesser of (i) the applicable conversion price under the

Note, (ii) the closing price of the Common Stock on the date of the Event of Default, or (iii) $ 0.52 .

As of March 31, 2025 the outstanding

balance amounted to $ 360,000 .

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Notes to Condensed Consolidated Financial

Statements (Unaudited)

Notes Payable (continued)

SouthStar Secured Note

In connection with the exercise of its option to acquire 19 acres of land and the approximately 56,775 square foot facility located at 101 Waldron Road in Durant Oklahoma (the “Premises”), on June 8, 2023, SG Echo issued a secured commercial promissory note, dated June 1, 2023 (the “Secured Note”), in the principal amount of $ 1,750,000 with SouthStar Financial, LLC, a South Carolina limited liability company (“SouthStar”), and entered into a Non-Recourse Factoring and Security Agreement, dated June 1, 2023 (the “Factoring Agreement”), with SouthStar providing for its purchase from SG Echo of up to $ 1,500,000 of accounts receivable, subject to reduction by South Star (the “Facility Amount”).

The Secured Note bears Interest at 23 % per annum and is due and payable on June 1, 2025 .

The Secured Note is secured by a mortgage (the “Mortgage”) on the Premises and secured by a Security Agreement, dated June 1, 2023 (the “Security Agreement”), pursuant to which SG Echo granted to SouthStar first priority security interest in all of SG Echo’s presently-owned and hereafter-acquired personal and fixture property, wherever located, including, without limitation, all accounts, goods, chattel paper, inventory, equipment, instruments, investment property, documents, deposit accounts, commercial tort claims, letters-of-credit rights, general intangibles including payment intangibles, patents, software trademarks, trade names, customer lists, supporting obligations, all proceeds and products of the foregoing.

SG Echo paid to SouthStar an origination fee in the amount of 3 % of the face amount of the Secured Note.

Upon the occurrence of an Event of Default (as defined in the Secured Note), the default interest rate will be 28 % per annum, or the maximum legal amount provided by law, whichever is greater.

The Factoring Agreement provides that upon acceptance of an account receivable for purchase, SouthStar will pay to SG Echo eighty percent ( 80 %) of the face amount of the account receivable, or such lesser percentage as agreed by the parties.

SG Echo will also pay to SouthStar one and 95 / 100 percent ( 1.95 %) of the face amount of the accounts receivable for the first twenty-five ( 25 ) day period after payment for the accounts receivable is transmitted to SouthStar plus one and 25 / 100 percent ( 1.25 %) for each additional fifteen ( 15 ) day period or part thereof, calculated from the date of purchase until payments received by SouthStar in collected funds on the purchased accounts receivable equals the purchase price of the accounts receivable, plus all charges due SouthStar from SG Echo at the time.

An additional one and 50 / 100 percent ( 1.50 %) per fifteen ( 15 ) day period will be charged for invoices exceeding sixty ( 60 ) days from advance date.

The Factoring Agreement provides that SG Echo may require additional funding from SouthStar (an “Overadvance”) and SouthStar may provide the Overadvance in its sole discretion.

In the event of an Overadvance, SG Echo will pay SouthStar an amount equal to three and 90 / 100 percent ( 3.90 %) of the amount of the Overadvance for the first twenty-five ( 25 ) day period after the Overadvance is transmitted to SouthStar plus two and 50 / 100 percent ( 2.50 %) for each additional fifteen ( 15 ) day period or part thereof until payments received by SouthStar in collected funds equals the amount of the Overadvance, plus all charges due SouthStar from SG Echo at the time.

The Factoring Agreement provides that SG Echo will also pay a transactional administrative fee of $ 50.00 for each new account debtor submitted to it and a fee equal to 0.25 % of the face amount of all purchased accounts receivable for the handling, collecting, mailing, quality assuring, insuring the risk, transmitting, and performing certain data processing services with respect to the maintenance and servicing of the purchased accounts.

As security for the payment and performance of SG Echo’s present and future obligations to SouthStar under the Factoring Agreement, SG Echo granted to SouthStar a first priority security interest in all of SG Echo’s presently-owned and hereafter-acquired personal and fixture property, wherever located, including, without limitation, all accounts, goods, chattel paper, inventory, equipment, instruments, investment property, documents, deposit accounts, commercial tort claims, letters-of-credit rights, general intangibles including payment intangibles, patents, software trademarks, trade names, customer lists, supporting obligations, all proceeds and products of the foregoing.

The Factoring Agreement has an initial term of thirty-six ( 36 ) months from the first day of the month following the date the first purchased accounts receivable is purchased.

Unless terminated by SG Echo, not less than sixty ( 60 ) but not more than ninety ( 90 ) days before the end of the initial term, the Factoring Agreement will automatically extend for an additional thirty-six ( 36 ) months.

SG Echo shall be required to provide the same not less than sixty ( 60 ) but not more than ninety ( 90 ) days notice during any and all renewal terms in order to terminate the Factoring Agreement, and if no notice is provided, the renewal term will extend for an additional thirty-six ( 36 ) month period.

On March 6, 2025, the Company closed and issued

a promissory note (the “Note”) in favor of Tysadco Partners LLC (the “Tysadco”), with an effective date of February

25, 2025, in the aggregate principal amount up to $ 1,875,000 (the “Principal”), and an accompanying Securities Purchase Agreement

All outstanding Principal and interest shall be due on November 30, 2025 (the “Maturity Date”).

Note was purchased for up to $ 1,500,000 , representing an original issue discount of twenty-five percent ( 25 %), equal to $ 375,000 if the

Note is fully funded.

The Note shall bear interest at twelve percent ( 12 %) interest per annum.

Tysadco has the right to convert all or

any portion of the then-outstanding Principal and interest into fully paid and non-assessable shares of common stock of the Company, par

value $ 0.01 per share (the “Conversion Shares”).

The per share conversion price into which the Principal and interest converts

shall be fifty cents ($ 0.50 ) per share.

Among others, the following shall be considered events of default under the Note (each an “Event

of Default”):

if the Company fails to pay the Principal or interest when due under the Note;

if the Company fails to issue Conversion

Shares to Tysadco upon exercise by Tysadco of the conversion rights under the Note;

or if the Company breaches any covenant, agreement,

or other term or condition of the Note or the accompanying SPA.

Upon the occurrence of an Event of Default, then the outstanding balance

shall immediately increase to 125 % of the outstanding balance immediately prior to the occurrence of the Event of Default, and a daily

penalty of $ 500 will accrue until the default is remedied.

If the Company has not obtained approval from

the holders of the Company’s Common Stock, as required by applicable rules and regulation of Nasdaq, the Company shall not issue

any number of shares of Common Stock under the Note that would exceed 4.99 % of the shares of Common Stock outstanding as of the date of

Additionally, the Company shall not effect any conversion of the Note, and the Lender shall not have the right to convert any

portion of the Note or receive shares of Common Stock as payment of interest hereunder to the extent that after giving effect to such

conversion or receipt of such interest payment, the Lender, together with any affiliates thereof, would beneficially own in excess of

4.99 % of the number of shares of Common Stock outstanding immediately after giving effect to such conversion or receipt of shares as payment

In connection with the issuance of the

Note and the SPA, the Company will issue 294,000 shares of Common Stock (the “Commitment Shares”) as additional consideration

for the purchase of the Note.

As of March 31, 2025 the outstanding balance amounted to $ 675,000 .

On March 3, 2025, the Company executed and issued

a Promissory Note (“Note”) in favor of GS Capital Partners, LLC (the “GS”) in the aggregate principal amount of

$ 360,000 (the “Principal”), and an accompanying Securities Purchase Agreement (the “SPA”) and Registration Rights

Agreement (the “RRA”).

The Note was purchased by GSA for a purchase price

of $ 300,000 , representing an original issue discount of $ 60,000 .

The Note shall bear interest at a rate of fifteen percent ( 15 %) per annum,

with the understanding that the first twelve months of interest under the Node (equal to $ 54,000 ), shall be guaranteed and earned in full

as of the Issue Date.

Any amount of Principal or interest due under the Note which is not paid when due shall bear interest at eighteen

percent ( 18 %) per annum (“Default Interest”).

The Note may not be prepaid in whole or in part except as explicitly set forth

The Company shall make monthly payments on the Note in the amount of $ 44,000 , due and payable on the 3 rd of

each month commencing on June 3, 2025, and ending on February 3, 2025, with a final payment due and payable on March 3, 2026, in the amount

equal to any remaining outstanding balance of the Note.

GSA will have the right to convert all or any

portion of the then-outstanding Principal and interest including any Default Interest (as defined in the Note) into fully paid and non-assessable

shares of common stock of the Company, par value $ 0.01 per share (the “Common Stock”).

Such conversion right is wholly contingent

and subject to the approval of such conversion by a sufficient amount of holders of the Company’s common stock to satisfy the shareholder

approval requirements for such action as provided in Nasdaq Rule 5635(d) (“Shareholder Approval”).

GSA may, on any calendar

day, at any time after Shareholder Approval of such conversion, convert all or any portion of the then-outstanding Principal and interest

(including any Default Interest) into fully paid and non-assessable share of common stock, par value $ 0.01 per share, of the Company (the

“Common Stock”).

The per share conversion price into which the Principal, interest (including any Default Interest) shall

be equal to $ 0.65 , subject to adjustment as provided in the Note (the “Conversion Price”).

If at any time the Conversion Price

for any conversion would be less than the par value of the Common Stock, then at the sole discretion of GSA, the Conversion Price may

equal such par value for such conversion, and the conversion amount shall be increased to include Additional Principal (where “Additional

Principal” means such additional amount to be added to the conversion amount to the extent necessary to cause the number of conversion

shares issuable upon such conversion to equal the same number of conversion shares as would have been issued if the Conversion Price had

not been adjusted by GSA to the par value price.

GSA shall be entitled to deduct $ 1,750 from the conversion amount in each notice of conversion

to cover GSA’s fees associated with each notice of conversion.

The Note may not be converted into shares of the Company’s

common stock if the conversion would result in GSA and its affiliates owning an aggregate of in excess of 4.99 % of the then-outstanding

shares of the Company’s common stock.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Notes to Condensed Consolidated Financial

Statements (Unaudited)

Notes Payable (continued)

If SouthStar has not purchased accounts receivable in a quarterly period during any initial or renewal term which exceed fifty percent ( 50 %) of the Facility Amount per calendar quarter, in which $ 250,000 of the purchased accounts each month must be with ATCO Structures & Logistics (USA) Inc.

(“Minimum Amount”), the Factoring Agreement provides that SG Echo will pay to SouthStar, on demand, an additional amount equal to what the charges provided for elsewhere in the Factoring Agreement would have been on the Minimum Amount assuming the number of days from the date of purchase of the Minimum Amount until receipt of payment of the Minimum Amount is thirty one ( 31 ) days, less the actual charges paid by SG Echo to SouthStar during such period.

Pursuant to a Secured Continuing Corporate Guaranty, dated June 8, 2023 (the “Corporate Guaranty”), the Company has guaranteed SG Echo’s obligations to SouthStar under the Secured Note and Factoring Agreement.

Pursuant to a Cross-Default and Cross Collateralization Agreement, effective June 8, 2023, among SouthStar, SG Echo and the Company, SG Echo’s obligations under the Secured Note and Factoring Agreement are cross-defaulted and cross-collateralized such that any event of default under the Secured Note shall constitute an event of default under the Factoring Agreement at SouthStar’s election (and vice versa, any event of default under the Factoring Agreement shall constitute an event of default under the Secured Note at SouthStar’s election) and any collateral pledged to secure SG Echo’s obligations under the Secured Note shall also secure SG Echo’s obligations under the Factoring Agreement (and vice versa).

SG Echo incurred $ 70,120 in debt issuance costs in connection with the Secured Note.

Enhanced Note

On September 20, 2024, SG Echo entered into a Loan and Security Agreement (the “Enhanced Loan Agreement”) with Enhanced Capital Oklahoma Rural Fund, LLC (“Enhanced”) pursuant to which SG Echo borrowed $ 4,000,000 (the “Principal”) from Enhanced, and whereby SG Echo executed and delivered a Secured Promissory Note (the “Enhanced Note”) to Enhanced to evidence SG Echo’s obligations under the Enhanced Loan Agreement.

The Enhanced Note shall bear interest at a rate equal to the greater of (i) the Secured Overnight Financing Rate (“SOFR”) plus six and sixty-five tenths percent ( 6.65 %) and (ii) ten percent ( 10.0 %) per annum (the “Interest Rate”).

SG Echo shall pay to Enhanced a closing fee of $ 80,000 , which shall be due and payable on October 1, 2025, unless such date shall be extended by Lender.

SG Echo’s obligations under the Enhanced Loan Agreement and the Enhanced Note have been guaranteed by the Company.

Pursuant to the terms of the Enhanced Note, SG Echo shall make monthly payments of accrued interest on the first business day of each calendar month until December 31, 2025.

Commencing January 2026, SG Echo shall make monthly payments of accrued interest and additionally shall make a monthly principal payment on the Note in an amount equal to $ 22,222.22 .

The maturity date of the Note shall be the sixty -month anniversary of the closing date (the “Enhanced Maturity Date”).

All outstanding principal and accrued interest shall be due and payable on the Enhanced Maturity Date.

Pursuant to the terms of the Enhanced Loan Agreement, on the closing date, $ 360,000 (the “Interest Reserve”) will be deposited in a segregated deposit account in SG Echo’s name, which account shall be subject to a Control Agreement in favor of the Lender (the “Interest Reserve Account”).

The monthly payments due under the Enhanced Note are withdrawn from the Interest Reserve Account until the Interest Reserve has been fully withdrawn.

SG Echo shall have no obligation to replenish amounts withdrawn from the Interest Reserve Account.

Pursuant to the terms of the Enhanced Loan Agreement, SG Echo shall grant Enhanced a first priority mortgage on the real property located at 101 Waldron Rd., Durant, Oklahoma.

Additionally, SG Echo shall grant Lender a continuing security interest in, a general lien upon, collateral assignment of, and a right of set-off against all of SG Echo’s right, title, and interest in and to all assets of SG Echo.

In the event of default (as defined in the Enhanced Loan Agreement), Enhanced, among other remedies, can demand all amounts and/or liabilities owing from time to time by SG Echo to Enhanced pursuant to the Enhanced Loan Agreement and the Enhanced Note (with accrued interest thereon) and all other amounts owing under the Enhanced Loan Agreement due and payable.

As of September, 30, 2024 , the Company paid off the remaining balances of the Secured Note and the Overadvance with the proceeds of the Enhanced Note.

Among others, the following shall be considered

events of default under the Note (“Event of Default”):

if the Company fails to pay the Principal Amount or interest when due

the Company fails to issue conversion shares to GSA upon exercise by GSA of the conversion rights under the Note;

Company breaches any covenant, agreement, or other term or condition of the Note or the accompanying Securities Purchase Agreement, Registration

Rights Agreement, Irrevocable Transfer Agent Instructions, or Warrants.

After an Event of Default, in addition

to all other rights under the Note, GSA shall have the right to convert any portion of the Note at any time at a price per share equal

to the Alternate Price.

The “Alternate Price” shall mean the lesser of (i) the applicable conversion price under the Note,

(ii) the closing price of the Common Stock on the date of the Event of Default, or (iii) $ 0.52 .

As of March 31, 2025 the outstanding balance

amounted to $ 360,000 .

Generating Alpha

On March 27, 2025, the Company executed and issued a Promissory Note

(“Note”) in favor of Generating Alpha Ltd.

(the “Generating”) in the aggregate principal amount of $ 375,700 (the

“Principal”), and an accompanying Securities Purchase Agreement (the “SPA”) and Registration Rights Agreement

The Note was purchased by Generating for a purchase

price of $ 300,560 , representing an original issue discount of $ 75,140 .

The Note shall bear interest at a rate of fifteen percent ( 15 %)

per annum, with the understanding that the first twelve months of interest under the Node (equal to $ 56,355 ), shall be guaranteed and

earned in full as of March 27, 2025.

Any amount of Principal or interest due under the Note which is not paid when due shall bear interest

at eighteen percent ( 18 %) per annum (“Default Interest”).

The Company shall make monthly payments on the Note (each an “Amortization

Payment”) in the amount of $ 43,205.50 , due and payable on the 6 th of each month commencing on June 6, 2025, and

ending on March 6, 2026.

The Company may accelerate the payment date of any Amortization Payment by giving notice to Generating.

If the Company fails to pay any Amortization Payment

when due, in addition to all other rights under the Note, Generating shall have the right to convert at any time any portion of the Note

at a price per share equal to the Market Price.

“Market Price” shall mean the lesser of (i) the then applicable conversion

price under the Note or (ii) 80 % of the lowest closing price of the Company’s shares of common stock, par value $ 0.01 (“Common

Stock”) on any trading day during the ten trading days prior to the conversion date.

If an event of default occurs under the Note,

then, in addition to all other rights under the Note, the Lender shall have the right to convert at any time any portion of the Note at

a price per share equal to the Alternate Price.

“Alternate Price” shall mean the lesser of (i) the then applicable conversion

price, (ii) the closing price of the Common Stock on the date of the event of default (provided, however, that if such date is not a trading

day, then the next trading day after the event of default), or (iii) $ 0.52 (subject to adjustment as provided in the Note).

The total cumulative number of shares of Common

Stock issued to Generating under the Note, together with the SPA and RRA, may not exceed the requirements of Nasdaq Listing Rule 5635(d)

(the “Nasdaq 19.99 % Cap”), except that is the number of shares of Common Stock issued to Lender reaches the Nasdaq 19.99 %

Cap, the Company, at its election, will use reasonable commercial efforts to obtain stockholder approval of the Note and the issuance

of additional conversion shares, in accordance with the requirements of Nasdaq Listing Rule 5635(d) (the “Approval”).

Company is unable to obtain such Approval, any remaining outstanding balance of the Note must be repaid in cash.

Among others, the following shall be considered

events of default under the Note (“Event of Default”):

if the Company fails to pay an Amortization Payment when due on the

the Company fails to perform or observe any covenant, term, provision, condition, agreement, or obligation of the Company under

the Note, the SPA, or the RRA;

the Company shall make an assignment for the benefit of creditors, or apply for or consent to the appointment

of a receiver or trustee for it or for a substantial part of its property or business.

an Event of Default, in addition to all other rights under the Note, Generating shall have the right to convert any portion of the Note

at any time at a price per share equal to the Alternate Price.

The “Alternate Price” shall mean the lesser of (i) the applicable

conversion price under the Note, (ii) the closing price of the Common Stock on the date of the Event of Default, or (iii) $ 0.52 .

March 31, 2025 the outstanding balance amounted to $ 375,000 .

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Notes to Condensed Consolidated Financial

Statements (Unaudited)

Notes Payable (continued)

Galvin Promissory Note

On December 14, 2023, the Company entered into a promissory note with Paul Galvin, the Company’s Chairman and CEO, for $ 75,000 (“Galvin Note Payable”).

The note shall not accrue interest, and the entire unpaid principal balance is due December 14, 2024.

During the three months ended March 31, 2024 the Company entered into an additional promissory note with Mr.

Galvin in the amount of $ 10,000 .

The note shall not accrue interest, and the entire unpaid principal balance is due December 14, 2024 .

During the nine months ended, $ 65,000 in principal payments were made.

1800 Diagonal Note

On March 5, 2024, the Company issued a promissory note (the “ 1800 Diagonal Note”) in favor of 1800 Diagonal Lending LLC (“ 1 800 Diagonal ”) in the aggregate principal amount of $ 149,500 pursuant to a Securities Purchase Agreement, dated March 5, 2024 (the “SPA”).

The 1800 Diagonal Note was purchased by 1800 Diagonal for a purchase price of $ 130,000 , representing an original issue discount of $ 19,500 .

A one -time interest charge of ten percent ( 10 %) (the “Interest Rate”) will be applied on the issuance date to the Principal.

Under the terms of the 1800 Diagonal Note, beginning on April 15, 2024, the Company is required to make nine monthly payments of accrued, unpaid interest and outstanding principal, subject to adjustment, in the amount of $ 18,272,23 .

The Company shall have a five business day grace period with respect to each payment.

Any amount of principal or interest on this 1800 Diagonal Note which is not paid when due will bear interest at the rate of 22 % per annum from the due date thereof until the same is paid (“Default Interest”).

The Company has right to accelerate payments or prepay in full at any time with no prepayment penalty.

Among other things, an event of default will be deemed to have occurred if the Company fails to pay the principal or interest when due on the 1800 Diagonal Note, whether at maturity, upon acceleration or otherwise, if bankruptcy or insolvency proceedings are instituted by or against the Company or if the Company fails to maintain the listing of its common stock on The Nasdaq Stock Market.

Upon the occurrence of an event of default, the 1800 Diagonal Note will become immediately due and payable and the Company will be obligated to pay to the Investor, in satisfaction of its obligations under the 1800 Diagonal Note, an amount equal to 200 % times the sum of the then outstanding principal amount of the 1800 Diagonal Note plus accrued and unpaid interest on the unpaid principal amount of this 1800 Diagonal Note to the date of payment plus Default Interest, if any.

After an event of default, at any time following the six month anniversary of the 1800 Diagonal Note, 1800 Diagonal will have the right, to convert all or any part of the outstanding and unpaid amount of the 1800 Diagonal Note into shares of the Company’s common stock at a conversion price equal to the greater of $ 0.08 or 65 % multiplied by the lowest closing bid price during the 10 trading days prior to the conversion date (representing a discount rate of 35 %).

The 1800 Diagonal Note may not be converted into shares of the Company’s common stock if the conversion would result in 1800 Diagonal and its affiliates owning an aggregate of in excess of 4.99 % of the then outstanding shares of the Company’s common stock.

In addition, unless the Company obtains shareholder approval of such issuance, the Company shall not issue a number of shares of its common stock under 1800 Diagonal Note, which when aggregated with all other securities that are required to be aggregated for purposes of Nasdaq Rule 5635 (d), would exceed 19.99 % of the shares of the Company’s common stock outstanding as of the date of definitive agreement with respect to the first of such aggregated transactions (the “Conversion Limitation”).

Upon the occurrence of an event of default as a result of the Company being delisted from Nasdaq, the Conversion Limitation shall no longer apply.

On August 28, 2024, the Company issued a promissory note (the “August 1800 Diagonal Note”) in favor of 1800 Diagonal in the principal amount of $ 290,000 for a purchase price of $ 250,000 , representing an original issue discount of $ 40,000 .

A one -time interest charge of twelve percent ( 12 %) be applied on the issuance date to the principal balance.

Under the terms of the August 1800 Diagonal Note, beginning on February 28, 2025, the Company is required to make five monthly payments of accrued, unpaid interest and outstanding principal, subject to adjustment, in the amount of $ 40,600 , with $ 162,400 being due on February 28, 2025.

The Company has right to accelerate payments or prepay in full at any time with no prepayment penalty.

The connection with the August 1800 Diagonal Note, the Company incurred $ 8,000 in debt issuance costs.

The August 1800 Diagonal Note has default terms similar to the 1800 Diagonal Note as described above.

Acquisition Notes

The following notes were acquired in the acquisition

Note A - Note payable dated June 23,

2022 for $ 250,000 , with interest at 9.5 % per annum and due on September 23, 2022.

The Note is unsecured.

The Note is currently in default.

As of March 31, 2025 the outstanding balance amounted to $ 250,000 .

Note B - Note payable dated June 6,

2022 for $ 350,000 , with interest at 9.5 % per annum and due on September 23, 2022.

The Note is secured.

The Note is currently in default.

As of March 31, 2025 the outstanding balance amounted to $ 287,845 .

Note C - Note payable dated September

14, 2022 for $ 106,400 , with interest at 6.75 % per annum and due on September 23, 2023.

The Note is unsecured.

The Note is currently in

As of March 31, 2025 the outstanding balance amounted to $ 106,400 .

Note D - Note payable dated September

21, 2022 for $ 210,000 , with interest at 9.5 % per annum and due on November 21, 2022.

The Note is unsecured.

The Note is currently in default.

As of March 31, 2025 the outstanding balance amounted to $ 210,000 .

Note E - Note payable dated October

10, 2024 for $ 150,000 , with interest at 15.32 % per annum and due on October 8, 2029.

The Note is unsecured.

As of March 31, 2025 the outstanding

balance amounted to $ 141,394 .

Note F - Note payable dated February

6, 2022 for $ 125,000 , with interest at 7 % per annum and due on August 6, 2022.

The Note is convertible at a price equal to fifty percent

( 50 %) of the 5 day average closing price for the Common Stock from the trading day immediately preceding the conversion.

The Note is in

As of March 31, 2025 the outstanding balance amounted to $ 125,000 .

Note G - Note payable dated October

4, 2022 for $ 65,000 , with interest at 7 % per annum and due on April 4, 2023.

The Note is convertible at a price equal to fifty percent

( 50 %) of the 5 day average closing price for the Common Stock from the trading day immediately preceding the conversion.

The Note is in

As of March 31, 2025 the outstanding balance amounted to $ 65,000 .

Note H - Note payable of $ 500,000 on

June 28, 2022, for cash of $ 500,000 , with interest at 10 % per annum and due June 28, 2024.

The Note is convertible at a conversion price

equal to the lesser of (i) the price paid per share for Equity Securities by the Investors in the Qualified Financing multiplied by 0.80,

and (ii) the quotient resulting from dividing $ 20,000,000.00 by the number of outstanding shares of common stock of the Company immediately

prior to the Qualified Financing.

As of March 31, 2025 the outstanding balance amounted to $ 500,000 .

Note I - Note payable of $ 250,000 on

July 12, 2023, for cash of $ 250,000 , with interest at 10 % per annum and due July 12, 2025.

The Note is convertible at a conversion price

equal to the lesser of (i) the price paid per share for Equity Securities by the Investors in the Qualified Financing multiplied by 0.80,

and (ii) the quotient resulting from dividing $ 20,000,000.00 by the number of outstanding shares of common stock of the Company immediately

prior to the Qualified Financing.

As of March 31, 2025 the outstanding balance amounted to $ 250,000 .

Note J - Note payable dated April 30,

2023, for $ 125,000 , with interest at 7 % per annum and due on April 30, 2024.

The Note is convertible at a price equal to fifty percent

( 50 %) of the 5 day average closing price for the Common Stock from the trading day immediately preceding the conversion.

The Note is in

This noteholder is a related party.

As of March 31, 2025 the outstanding balance amounted to $ 12,000 .

Note K - Note payable of $ 98,231 during

year-ended December 31, 2024, for cash of $ 98,231 , with interest at 7 % per annum and due December 31, 2025.

The Note is convertible at

a price equal to fifty percent ( 50 %) of the 5 day average closing price for the Common Stock from the trading day immediately preceding

the conversion.

As of March 31, 2025 the outstanding balance amounted to $ 98,321 .

Note L - Note payable of $ 1,574,096

dated Feb 23, 2023 with interest at 12 % per annum and due on Aug 23, 2023.

The Company assumed the convertible notes payable, of which

the note holder was the Chief executive officer, on an asset purchase agreement effective on February 23, 2023.

The note is due on demand.

The note is in default.

As of March 31, 2025 the outstanding balance amounted to $ 1,674,096 .

Note M - Note payable to a related party of $ 33,722 on various

dates and due on demand.

There is no interest on the Note.

As of March 31, 2025 the outstanding balance amounted to $ 32,453 .

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Notes to Condensed Consolidated Financial

Statements (Unaudited)

Notes Payable (continued)

As of September 30, 2024 and December 31, 2023 , long term notes payable consisted of the following:

As of March 31, 2025 and December 31,

2024, long term notes payable consisted of the following:

Authority Loan Agreement

Cedar Cash Advance Agreements

Diagonal January 2025

July Cash Advance Agreement

2 unchanged sentences

1800 Diagonal Note

December Cash Advance Agreement

December Cash Advance Agreement 2

August 1800 Diagonal Note

Galvin Note Payable

Generating Alpha

debt discount and debt issuance costs

1 unchanged sentence

current maturities, net

( 6,792,180 )

( 2,098,381 )

Long-term debt, net

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

The Company leases certain equipment under non-cancellable operating lease agreements.

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

Supplemental balance sheet information related to leases is as follows:

Balance Sheet Location

September 30, 2024

Finance Leases

Right-of-use assets

Current liabilities

Lease liability, current maturities

Non-current liabilities

Lease liability, net of current maturities

Total finance lease liabilities

Weighted Average Remaining Lease Term

Finance leases

Weighted Average Discount Rate

Finance leases

As the leases do not provide an implicit rate, the Company used an incremental borrowing rate based on the information available at the lease commencement date in determining the present value of the lease payments, which is reflective of the specific term of the leases and economic environment of each geographic region.

Anticipated future lease costs, which are based in part on certain assumptions to approximate minimum annual rental commitments under non-cancellable leases, are as follows:

Year Ending December 31:

2024 (remaining)

Total lease payments

Imputed interest

Present value of lease liabilities

Scheduled maturities of notes payable is as follows for the years ending

December 31,:

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Notes to Condensed Consolidated Financial

Statements (Unaudited)

Net Income (Loss) Per Share

Basic net income (loss) per share is computed by dividing the net income (loss) for the period by the weighted average number of common shares outstanding during the period.

Diluted net income (loss) per share is computed by dividing the net income (loss) for the period by the weighted average number of common and potentially dilutive common shares outstanding during the period.

Potentially dilutive common shares consist of the common shares issuable upon the exercise of stock options and warrants.

Potentially dilutive common shares are excluded from the calculation if their effect is antidilutive.

At September 30, 2024 , there were options, restricted stock units and warrants of 1,822 , 12,406 and 4,008,411 , respectively, outstanding that could potentially dilute future net income per share .

Because the Company had a net loss as of September 30, 2024 , it is prohibited from including potential common shares in the computation of diluted per share amounts.

Accordingly, the Company has used the same number of shares outstanding to calculate both the basic and diluted loss per share.

At September 30, 2023 , there were no restricted stock units and options and warrants of 1,821 and 126,251 , respectively, outstanding that could potentially dilute future net income per share.

Basic net income (loss) per share is

computed by dividing the net income (loss) for the period by the weighted average number of common shares outstanding during the period.

Diluted net income (loss) per share is computed by dividing the net income (loss) for the period by the weighted average number of common

and potentially dilutive common shares outstanding during the period.

Potentially dilutive common shares consist of the common shares

issuable upon the exercise of stock options and warrants.

Potentially dilutive common shares are excluded from the calculation if their

effect is antidilutive.

At March 31, 2025, there were options,

restricted stock units and warrants of 1,822 , 472,443 and 6,259,799 , respectively, outstanding that could potentially dilute future

net income per share.

Because the Company had a net loss as of March 31, 2025, it is prohibited from including potential common shares

in the computation of diluted per share amounts.

Accordingly, the Company has used the same number of shares outstanding to calculate

both the basic and diluted loss per share.

At March 31, 2024, there were no restricted stock units and options and warrants of 1,822

and 239,231 , respectively, outstanding that could potentially dilute future net income per share.

Construction Backlog

The following represents the backlog of signed construction and engineering contracts in existence at September 30, 2024 and December 31, 2023 , which represents the amount of revenue the Company expects to realize from work to be performed on uncompleted contracts in progress and from contractual agreements in effect at September 30, 2024 and December 31, 2023 , respectively, on which work has not yet begun:

The following represents the backlog

of signed construction and engineering contracts in existence at March 31, 2025 and December 31, 2024, which represents the amount of

revenue the Company expects to realize from work to be performed on uncompleted contracts in progress and from contractual agreements

in effect at March 31, 2025 and December 31, 2024, respectively, on which work has not yet begun:

Balance - beginning of period

2 unchanged sentences

contract revenue earned during the period

( 4,976,618 )

Balance - end of period

The Company’s remaining backlog as of September 30, 2024 represents the remaining transaction price of firm contracts for which work has not been performed and excludes unexercised contract options.

The Company expects to satisfy its backlog which represents the remaining unsatisfied performance obligation on contracts as of September 30, 2024 over the following period:

The Company’s remaining backlog

as of March 31, 2025 represents the remaining transaction price of firm contracts for which work has not been performed

and excludes unexercised contract options.

The Company expects to satisfy its backlog

which represents the remaining unsatisfied performance obligation on contracts as of March 31, 2025 over the following period:

Within 1 year

Total Backlog

Although backlog reflects business that is considered to be firm, cancellations, deferrals or scope adjustments may occur.

Backlog is adjusted to reflect any known project cancellations, revisions to project scope and cost and project deferrals, as appropriate.

Although backlog reflects business that

is considered to be firm, cancellations, deferrals or scope adjustments may occur.

Backlog is adjusted to reflect any known project cancellations,

revisions to project scope and cost and project deferrals, as appropriate.

SAFE & GREEN HOLDINGS CORP.

2 unchanged sentences

Stockholders’ Equity

Registered Direct Offering –

In October 2021, the Company closed a registered direct offering and concurrent private placement of its common stock (the "October Offering") that the Company effected pursuant to the Securities Purchase Agreement that it entered into on October 25, 2021 with an institutional investor and received gross proceeds of $ 11.55 million.

Pursuant to the terms of the Securities Purchase Agreement, the Company issued to the investor (A) in a registered direct offering (i) 975,000 shares (the “Public Shares”) of its common stock, and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 2,189,384 shares (the “Pre-Funded Warrant Shares”) of common stock and (B) in a concurrent private placement, Series A warrants to purchase up to 1,898,630 shares (the “Common Stock Warrant Shares”) of common stock (the “Common Stock Warrants,” and together with the Public Shares and the Pre-Funded Warrants, the “Securities”) (the “Offering The Pre-Funded Warrants were immediately exercisable at a nominal exercise price of $ 0.001 and all Pre-Funded Warrants sold have been exercised.

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 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.

The net proceeds to the Company after deducting the Placement Agent’s fees and the Company’s estimated offering expenses was approximately $ 10.5 million.

Securities Purchase Agreement – In April 2019, the Company issued 42,388 shares of its common stock at $ 22.00 per share through a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors and accredited investors.

Concurrently with the sale of the common stock, pursuant to the Purchase Agreement, the Company also sold common stock purchase warrants to such investors to purchase up to an aggregate of 42,388 shares of common stock.

The Company incurred $ 379,816 in issuance costs from the offering and issued 4,239 warrants to the underwriters.

The warrants are further discussed in Note 15 .

Underwriting Agreement – In August 2019, the Company issued 45,000 shares of its common stock at $ 17.00 per share pursuant to the terms of an Underwriting Agreement (the “Underwriting Agreement”) to the public.

The Company incurred $ 181,695 in issuance costs from the offering and issued warrants to purchase 2,250 shares of common stock to the underwriter.

The warrants are further discussed in Note 15 .

Equity Purchase Agreement - On February 7, 2023, the Company entered into an Equity Purchase Agreement (the “EP Agreement”) and related Registration Rights Agreement (the “Rights Agreement”) with Peak One , pursuant to which the Company has the right, but not the obligation, to direct Peak One to purchase up to $ 10,000,000 (the “Maximum Commitment Amount”) in shares of the Company’s common stock in multiple tranches upon satisfaction of certain terms and conditions contained in the EP Agreement and Rights Agreement which includes but is not limited to filing a registration statement with the Securities and Exchange Commission and registering the resale of any shares sold to Peak One .

Further, under the EP Agreement and subject to the Maximum Commitment Amount, the Company has the right, but not the obligation, to submit a Put Notice (as defined in the EP Agreement) from time to time to Peak One (i) in a minimum amount not less than $ 25,000 and (ii) in a maximum amount up to the lesser of ( (a) $ 750,000 or (b) 200 % of the Average Daily Trading Value (as defined in the EP Agreement).

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Stockholders’ Equity (continued)

In connection with the EP Agreement, the Company issued to Peak O ne Investments, 75,000 shares of its common stock, and agreed to file a registration statement registering the common stock issued or issuable to Peak One and Peak One Investments under the Agreement for resale with the Securities and Exchange Commission within 60 calendar days of the Agreement, as more specifically set forth in the Rights Agreement.

The registration statement was declared effective on April 14, 2023

The obligation of Peak One to purchase the Company’s common stock under the EP Agreement began on the date of the EP Agreement, and ends on the earlier of (i) the date on which Peak One shall have purchased common stock pursuant to the EP Agreement equal to the Maximum Commitment Amount, (ii) thirty six ( 36 ) months after the date of the EP Agreement, (iii) written notice of termination by the Company or (iv) the Company’s bankruptcy or similar event (the “Commitment Period”), all subject to the satisfaction of certain conditions set forth in the EP Agreement.

During the Commitment Period, the purchase price to be paid by Peak One for the common stock under the EP Agreement will be 97 % of the Market Price, which is defined as the lesser of the (i) closing bid price of the common stock on its principal market on the trading day immediately preceding the respective Put Date (as defined in the Agreement), or (ii) lowest closing bid price of the common stock during the Valuation Period (as defined in the Agreement), in each case as reported by Bloomberg Finance L.P or other reputable source designated by Peak One .

The EP Agreement and the Rights Agreement contain customary representations, warranties, agreements and conditions to completing future sale transactions, indemnification rights and obligations of the parties.

Among other things, Peak One represented to the Company, that it is an “accredited investor” (as such term is defined in Rule 501 (a) of Regulation D under the Securities Act, and the Company sold the securities in reliance upon an exemption from registration contained in Section 4 (a)( 2 ) of the Securities Act and Regulation D promulgated thereunder.

During the nine months ended September 30, 2024 , the Company issued 13,355 shares of common stock under the EP Agreement for $ 28,867 .

Issuance of common stock and warrants for debt issuance – During the nine months ended September 30, 2024 , the Company issued 15,000 shares of common stock and warrants for issuances of debt.

The value of the shares and warrants amounted to $ 251,361 , which was originally recorded as a debt discount and fully amortized when the note was extinguished.

Restricted Stock Units – During the nine months ended September 30, 2024 , the Company issued 451,409 shares of common stock with a value of $ 1,097,698 for vested restricted stock units.

Conversion – During the nine months ended September 30, 2024 , Peak One converted $ 802,087 of its principal balance and accrued interest into 154,155 shares of common stock of the Company.

Such conversion was within the terms of the agreement with no gains or losses recognized on the transactions.

Warrant exercise – During the nine months ended September 30, 2024 , 11,389 shares of common stock were issued resulting from cashless warrant exercises.

Settlement of accounts payable – During the nine months ended September 30, 2024 , 212,248 shares of common stock were issued resulting from the settlement of accounts payable in the amount of $ 1,259,681 .

Such amount included a gain of $ 121,834 which has been included in additional paid in capital, due to the fact the settlement of accounts payable was from a related party.

Noncontrolling interest – During the nine months ended September 30, 2024 , SG DevCorp recorded $ 2,983,518 of additional equity transactions which related to transactions in its own stock from debt issuances to third parties, of which $ 1,692,601 is recorded in additional paid in capital and $ 1,290,917 is recorded in noncontrolling interest.

Common stock deemed dividend – During the nine months ended September 30, 2024 , the Company recorded a common stock deemed dividend in the amount of $ 475,713 from the Conversion Deemed Dividend which resulted from the change in fair value of the conversion prices of the underlying agreements.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Stockholders’ Equity (continued)

Inducement - On March 8, 2024, the Company entered into a warrant inducement agreement (the “Inducement Agreement”) with a certain holder (the “Holder”) of warrants to purchase shares of the Company’s common stock, par value $ 0.01 per share (the “Common Stock”), issued in a private placement offering that closed on October 27, 2021 (the “Existing Warrants”).

Pursuant to the Inducement Agreement, the Holder of the Existing Warrants agreed to exercise for cash the Existing Warrants to purchase up to 1,898,630 shares of common stock ( 94,932 as adjusted for the May Stock Split), at an exercise price of $ 0.2603 per share ($ 5.206 as adjusted for the May Stock Split).

The Company recognized common stock deemed dividends in the amount of $ 670,881 which resulted from the excess initial fair value of the New Warrants Shares issued described below.

In addition, the Company incurred $ 454,867 of equity related costs which have been netted with the net proceeds from the July 2022 Offering.

The Company received aggregate gross proceeds of approximately $ 494,213 , before deducting placement agent fees and other expenses payable by the Company.

In consideration of the Holder’s immediate exercise of the Existing Warrants, the Company issued unregistered warrants (the “New Warrants”) to purchase 3,797,260 shares of Common Stock ( 189,863 as adjusted for the May Stock Split) ( 200 % of the number of shares of common stock issued upon exercise of the Existing Warrants) (the “New Warrant Shares”) to the Holder.

The issuance of the shares of Common Stock underlying the Existing Warrants have been registered pursuant to an existing registration statement on Form S- 1 (File No.

Issuance of common stock for

debt issuance – During the three months ended March 31, 2025, the Company issued 294,000 shares of common stock and warrants

for issuances of debt.

The value of the shares amounted to $ 238,683 , which was recorded as a debt discount.

Restricted Stock Units –

During the three months ended March 31, 2025, the Company issued 56,659 shares of common stock with a value of $ 106,298 for vested restricted

Forgiveness of related party debt – As

disclosed in Note 2, the Company entered into the Mutual Release with SG DevCorp.

As a result of the Mutual Release the Company recorded

$ 1,275,416 in additional paid in capital which resulted from the forgiveness of its debt along with the transfer of SG DevCorp shares.

Inducement - On March

8, 2024, the Company entered into a warrant inducement agreement (the “Inducement Agreement”) with a certain holder (the “Holder”)

of warrants to purchase shares of the Company’s common stock, par value $ 0.01 per share (the “Common Stock”), issued

in a private placement offering that closed on October 27, 2021 (the “Existing Warrants”).

Pursuant to the Inducement Agreement,

the Holder of the Existing Warrants agreed to exercise for cash the Existing Warrants to purchase up to 1,898,630 shares of common stock

( 94,932 as adjusted for the May Stock Split), at an exercise price of $ 0.2603 per share ($ 5.206 as adjusted for the May Stock Split).

The Company recognized common stock deemed dividends in the amount of $ 670,881 which resulted from the excess initial fair value of the

New Warrants Shares issued described below.

In addition, the Company incurred $ 454,867 of equity related costs which have been netted

with the net proceeds from the July 2022 Offering.

The Company received aggregate gross proceeds of approximately $ 494,213 , before deducting

placement agent fees and other expenses payable by the Company.

In consideration of the Holder’s

immediate exercise of the Existing Warrants, the Company issued unregistered warrants (the “New Warrants”) to purchase 3,797,260

shares of Common Stock ( 189,863 as adjusted for the May Stock Split) ( 200 % of the number of shares of common stock issued upon exercise

of the Existing Warrants) (the “New Warrant Shares”) to the Holder.

The issuance of the shares of Common

Stock underlying the Existing Warrants have been registered pursuant to an existing registration statement on Form S-1 (File No.

which was declared effective by the Securities and Exchange Commission (the “SEC”) on November 23, 2021.

In addition, pursuant to the Inducement Agreement, the Company agreed not to issue any shares of Common Stock or Common Stock equivalents (as defined in the Inducement Agreement) or to file any other registration statement with the SEC (in each case, subject to certain exceptions) until thirty ( 30 ) days after the closing.

The Company has also agreed not to effect or agree to effect any Variable Rate Transaction (as defined in the Inducement Agreement) until sixty ( 60 ) days after closing.

The Company agreed in the Inducement Agreement to file a registration statement to register the resale of the New Warrant Shares (the “Resale Registration Statement”) on or before thirty ( 30 ) days from the initial closing of the transactions contemplated by the Inducement Agreement, and to use commercially reasonable efforts to have such Resale Registration Statement declared effective by the SEC within sixty ( 60 ) days (or, in the event of a full review, ninety ( 90 ) calendar days) following the date of filing the Resale Registration Statement.

Under the Inducement Agreement, to the extent required under the rules and regulations of the Nasdaq Stock Market, the Company agreed to hold a special or annual meeting of shareholders no later than the 60 th calendar date following the date of the Inducement Agreement for the purpose of seeking the Stockholder Approval (as defined below).

If the Company does not obtain Stockholder Approval at the first meeting, the Company shall call a meeting every ninety ( 90 ) days thereafter to seek Stockholder Approval until the earlier of the date Stockholder Approval is obtained or the New Warrants are no longer outstanding.

The Company expects to use the net proceeds from these transactions for working capital and other general corporate purposes.

Maxim served as the Company’s financial advisor in connection with the transactions described in the Inducement Agreement, and the Company paid Maxim (i) a cash fee equal to 7.0 % of the aggregate gross proceeds received from the Holder upon exercise of the Existing Warrants and the exercise of the New Warrants, and (ii) $ 10,000 for legal fees and other out-of-pocket expenses.

May 2024 Private Placement - On May 3, 2024, the Company entered into a Securities Purchase Agreement (the “May Securities Purchase Agreement”) for a private placement (the “Private Placement”) with a single accredited institutional investor (the “Purchaser”).

Pursuant to the Securities Purchase Agreement, the Purchaser agreed to purchase 130,000 shares (the “Shares”) of the Company’s common stock, par value $ 0.01 per share (the “Common Stock”), and pre-funded warrants to purchase 1,249,310 shares of Common Stock in lieu thereof (the “Pre-Funded Warrants”) and common warrants (the “Common Warrants”) to purchase up to 2,758,620 shares of Common Stock.

Pursuant to the May Securities Purchase Agreement, the combined offering price of each Share and Common Warrant was set at $ 2.90 and the combined offering price of each Pre-Funded Warrant and Common Warrant was set at $ 2.8999 .

The Shares, the Pre-Funded Warrants, the Common Warrants and the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants and Common Warrants are collectively referred to herein as the “Securities.”

In addition, pursuant to the Inducement

Agreement, the Company agreed not to issue any shares of Common Stock or Common Stock equivalents (as defined in the Inducement Agreement)

or to file any other registration statement with the SEC (in each case, subject to certain exceptions) until thirty ( 30 ) days after the

The Company has also agreed not to effect or agree to effect any Variable Rate Transaction (as defined in the Inducement Agreement)

until sixty ( 60 ) days after closing.

The Company agreed in the Inducement

Agreement to file a registration statement to register the resale of the New Warrant Shares (the “Resale Registration Statement”)

on or before thirty ( 30 ) days from the initial closing of the transactions contemplated by the Inducement Agreement, and to use commercially

reasonable efforts to have such Resale Registration Statement declared effective by the SEC within sixty ( 60 ) days (or, in the event of

a full review, ninety ( 90 ) calendar days) following the date of filing the Resale Registration Statement.

Under the Inducement Agreement, to the

extent required under the rules and regulations of the Nasdaq Stock Market, the Company agreed to hold a special or annual meeting of

shareholders no later than the 60th calendar date following the date of the Inducement Agreement for the purpose of seeking the Stockholder

Approval (as defined below).

If the Company does not obtain Stockholder Approval at the first meeting, the Company shall call a meeting

every ninety ( 90 ) days thereafter to seek Stockholder Approval until the earlier of the date Stockholder Approval is obtained or the New

Warrants are no longer outstanding.

The Company expects to use the net proceeds

from these transactions for working capital and other general corporate purposes.

Maxim served as the Company’s

financial advisor in connection with the transactions described in the Inducement Agreement, and the Company paid Maxim (i) a cash fee

equal to 7.0 % of the aggregate gross proceeds received from the Holder upon exercise of the Existing Warrants and the exercise of the

New Warrants, and (ii) $ 10,000 for legal fees and other out-of-pocket expenses.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Notes to Condensed Consolidated Financial

Statements (Unaudited)

Stockholders’ Equity (continued)

The Pre-Funded Warrants are exercisable immediately following the date of issuance, may be exercised at any time until all of the Pre-Funded Warrants are exercised in full, and have an exercise price of $ 0.0001 per share.

The Common Warrants are exercisable immediately following the date of issuance, have a term of five years from the effective date of the Registration Statement (as defined below) registering the Shares and the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants and the Common Warrants and have an exercise price of $ 2.65 per share.

A holder may not exercise any Pre-Funded Warrants that would cause the aggregate number of shares of common stock beneficially owned by the holder to exceed 9.99 % of the Company’s outstanding Common Stock immediately after exercise.

A holder may not exercise any Common Warrants that would cause the aggregate number of shares of common stock beneficially owned by the holder to exceed 4.99 % of the Company’s outstanding Common Stock immediately after exercise.

The Pre-Funded Warrants and the Common Warrants are subject to adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Common Stock and also upon any distributions for no consideration of assets to the Company’s stockholders.

In the event of certain corporate transactions, the holders of the Pre-Funded Warrants and the Common Warrants will be entitled to receive, upon exercise of the Pre-Funded Warrants and the Common Warrants, respectively, the kind and amount of securities, cash or other property that the holders would have received had they exercised the Pre-Funded Warrants and the Common Warrants immediately prior to such transaction.

The Pre-Funded Warrants and the Common Warrants do not entitle the holders thereof to any voting rights or any of the other rights or privileges to which holders of common stock are entitled.

In the event of a “Fundamental Transaction,” which term is defined in the Pre-Funded Warrants and the Common Warrants and generally includes (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person (as defined in the Pre-Funded Warrants and Common Warrants) in which the Company is not the surviving entity (other than a reincorporation in a different state, a transaction for changing the Company’s name, or a similar transaction pursuant to which the surviving company remains a public company), (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of the Company’s assets in one or a series of related transactions (which, for the avoidance of doubt, shall not include such transactions that do not require approval of the Company’s stockholders), (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of more than 50 % of the voting power of the common equity of the Company, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property other than a stock split, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than 50 % of the voting power of the common equity of the Company, the holders of the Pre-Funded Warrants and Common Warrants will be entitled to receive upon exercise of the Pre-Funded Warrants and the Common Warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised such warrants immediately prior to such Fundamental Transaction.

Additionally, as more fully described in the Common Warrants, in the event of certain Fundamental Transactions, the holders of the Common Warrants will be entitled to receive consideration in an amount equal to the Black Scholes Value (as defined in the Common Warrants) of the remaining unexercised portion of the Common Warrants on the date of consummation of such Fundamental Transaction.

May 2024 Private Placement - On May

3, 2024, the Company entered into a Securities Purchase Agreement (the “May Securities Purchase Agreement”) for a private

placement (the “Private Placement”) with a single accredited institutional investor (the “Purchaser”).

to the Securities Purchase Agreement, the Purchaser agreed to purchase 130,000 shares (the “Shares”) of the Company’s

common stock, par value $ 0.01 per share (the “Common Stock”), and pre-funded warrants to purchase 1,249,310 shares of Common

Stock in lieu thereof (the “Pre-Funded Warrants”) and common warrants (the “Common Warrants”) to purchase up to

2,758,620 shares of Common Stock.

Pursuant to the May Securities Purchase Agreement, the combined offering price of each Share and Common

Warrant was set at $ 2.90 and the combined offering price of each Pre-Funded Warrant and Common Warrant was set at $ 2.8999 .

the Pre-Funded Warrants, the Common Warrants and the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants and Common

Warrants are collectively referred to herein as the “Securities.”

The Pre-Funded Warrants are exercisable

immediately following the date of issuance, may be exercised at any time until all of the Pre-Funded Warrants are exercised in full, and

have an exercise price of $ 0.0001 per share.

The Common Warrants are exercisable immediately following the date of issuance, have a term

of five years from the effective date of the Registration Statement (as defined below) registering the Shares and the shares of Common

Stock issuable upon exercise of the Pre-Funded Warrants and the Common Warrants and have an exercise price of $ 2.65 per share.

may not exercise any Pre-Funded Warrants that would cause the aggregate number of shares of common stock beneficially owned by the holder

to exceed 9.99 % of the Company’s outstanding Common Stock immediately after exercise.

A holder may not exercise any Common Warrants

that would cause the aggregate number of shares of common stock beneficially owned by the holder to exceed 4.99 % of the Company’s

outstanding Common Stock immediately after exercise.

The Pre-Funded Warrants and the Common Warrants are subject to adjustment in the

event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the

Common Stock and also upon any distributions for no consideration of assets to the Company’s stockholders.

In the event of certain

corporate transactions, the holders of the Pre-Funded Warrants and the Common Warrants will be entitled to receive, upon exercise of the

Pre-Funded Warrants and the Common Warrants, respectively, the kind and amount of securities, cash or other property that the holders

would have received had they exercised the Pre-Funded Warrants and the Common Warrants immediately prior to such transaction.

The Pre-Funded

Warrants and the Common Warrants do not entitle the holders thereof to any voting rights or any of the other rights or privileges to which

holders of common stock are entitled.

In the event of a “Fundamental

Transaction,” which term is defined in the Pre-Funded Warrants and the Common Warrants and generally includes (i) the Company, directly

or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person (as

defined in the Pre-Funded Warrants and Common Warrants) in which the Company is not the surviving entity (other than a reincorporation

in a different state, a transaction for changing the Company’s name, or a similar transaction pursuant to which the surviving company

remains a public company), (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance

or other disposition of all or substantially all of the Company’s assets in one or a series of related transactions (which, for

the avoidance of doubt, shall not include such transactions that do not require approval of the Company’s stockholders), (iii) any,

direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to

which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been

accepted by the holders of more than 50 % of the voting power of the common equity of the Company, (iv) the Company, directly or indirectly,

in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory

share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property other

than a stock split, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase

agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme

of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than 50 % of the voting power

of the common equity of the Company, the holders of the Pre-Funded Warrants and Common Warrants will be entitled to receive upon exercise

of the Pre-Funded Warrants and the Common Warrants the kind and amount of securities, cash or other property that the holders would have

received had they exercised such warrants immediately prior to such Fundamental Transaction.

Additionally, as more fully described in

the Common Warrants, in the event of certain Fundamental Transactions, the holders of the Common Warrants will be entitled to receive

consideration in an amount equal to the Black Scholes Value (as defined in the Common Warrants) of the remaining unexercised portion of

the Common Warrants on the date of consummation of such Fundamental Transaction.

The Private Placement closed on May

The Company received net proceeds from the Private Placement of $ 3,590,386 .

Additionally, during the nine months ended September 30, 2024 , 294,310 prefunded warrants were exercised.

Additionally, during the year ended December

31, 2024, 294,310 prefunded warrants were exercised.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Notes to Condensed Consolidated Financial

Statements (Unaudited)

Segments and Disaggregated Revenue

Corporate and support

Nine Months Ended September 30, 2024

Cost of revenue

The Company’s Chief Operating Decision Maker (“CODM”)

as defined under GAAP, who is the Company’s Chief Financial Officer and Chief Executive Officer, has determined that the Company

is currently organized its operations into the segments as follows.

We have organized our operations into three segments:

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.

These segments reflect the way our executive team evaluates

the Company’s business performance and manages its operations.

The Construction segment includes the Company’s manufacturing unit

SG ECHO and other modules projects.

The Medical segment mainly consists of minimal expenses for this segment.

The Environmental segment

has had no activity through December 31, 2024.

Corporate and support consists of general corporate expenses such as our

executive office;

the corporate finance, accounting, audit, tax, human resources, risk management, information technology, marketing,

and legal groups;

corporate overhead and other items not allocated to any of the Company’s segments.

From time to time, the Company

revises the measurement of each segment’s cost of revenue and operating expenses, including any corporate overhead allocations, as determined

by the information regularly reviewed by its executive team.

The CODM continually reviews a monthly statement of operations separated

by segment, along with an analysis of the significant segment expenses as described below.

Information for the Company’s segments, as

well as for Corporate and support, is provided in the following table:

Three Months Ended March 31, 2025

Significant segment expenses:

Costs of revenue:

Allocated overhead

Other costs of revenue

Operating expenses:

Payroll and related

Professional fees

Other expenses

Operating loss

( 1,182,796 )

( 1,831,982 )

Other expense

Loss before income taxes

Common stock deemed dividend

Income from discontinued

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

Depreciation and amortization

Capital expenditures

Corporate and support

Nine Months Ended September 30, 2023

Cost of revenue

Operating expenses

Operating loss

Other (expense) income

Loss before income taxes

Net income attributable to non-controlling interest

Loss from discontinued

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

$ ( 509,828 )

$ ( 1,895,353 )

$ ( 340,660 )

$ ( 2,746,668 )

Depreciation and amortization

Capital expenditures

SAFE & GREEN HOLDINGS CORP.

SAFE & GREEN HOLDINGS

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Notes to Condensed

Consolidated Financial Statements (Unaudited)

Segments and Disaggregated Revenue (continued)

Corporate and support

Three Months Ended September 30, 2024

Cost of revenue

Operating expenses

Operating loss

Other expense

Loss before income taxes

Common stock deemed dividend

Net income attributable to non-controlling interest

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

Depreciation and amortization

Capital expenditures

Corporate and support

Three Months Ended September 30, 2023

Cost of revenue

Three Months Ended March 31, 2024

Significant segment expenses:

Costs of revenue:

Allocated overhead

Other costs of revenue

Operating expenses:

Payroll and related

Professional fees

Other expenses

Operating loss

( 1,817,298 )

( 1,530,583 )

Other (expense) income

( 3,902,024 )

( 3,951,977 )

Loss before income taxes

Net income attributable to non-controlling interest

Loss from discontinued operations

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

( 5,719,322 )

( 5,482,560 )

Common stock deemed dividend

( 1,638,149 )

Income from discontinued operations

Net loss attributable to common stockholders

$ ( 4,672,793 )

$ ( 4,436,031 )

Depreciation and amortization

Capital expenditures

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

In conjunction with the June 2017 Public Offering, the Company issued to certain affiliates of the underwriters, as compensation, warrants to purchase an aggregate of 4,313 shares of common stock ( 216 shares as adjusted for the May Stock Split), at an exercise price of $ 125.00 per share ($ 2,500.00 as adjusted for the May Stock Split),.

In conjunction with the June 2017 Public

Offering, the Company issued to certain affiliates of the underwriters, as compensation, warrants to purchase an aggregate of 4,313 shares

of common stock ( 216 shares as adjusted for the May Stock Split), at an exercise price of $ 125.00 per share ($ 2,500.00 as adjusted

for the May Stock Split),.

The warrants are exercisable at the option of the holder on or after June 21, 2018 and expire June 21,

2023 .The fair value of warrants was calculated utilizing a Black-Scholes model and amounted to $ 63,796 .

The fair market value of the warrants as of the date of issuance has been included in issuance costs in additional paid-in capital.

In conjunction with the Purchase Agreement in April 2019 , the Company also sold warrants to purchase up to an aggregate of 42,388 shares of common stock ( 2,119 shares as adjusted for the May Stock Split), at an initial exercise price of $ 27.50 per share ($ 550.00 as adjusted for the May Stock Split).

The fair market value of the warrants

as of the date of issuance has been included in issuance costs in additional paid-in capital.

In conjunction with the Purchase Agreement

in April 2019, the Company also sold warrants to purchase up to an aggregate of 42,388 shares of common stock ( 2,119 shares

as adjusted for the May Stock Split), at an initial exercise price of $ 27.50 per share ($ 550.00 as adjusted for the May Stock Split).

The warrants are exercisable at the option of the holder on or after October 29, 2019 and expire October 29, 2024 .

T he Company issued to certain affiliates of the underwriters, as compensation, warrants to purchase an aggregate of 4,239 shares of common stock ( 212 shares as adjusted for the May Stock Split), at an initial exercise price of $ 27.50 per share ($ 550.00 as adjusted for the May Stock Split),.

The warrants are exercisable at the option of the holder on or after October 29, 2019 and expire April 24, 2024 .

In conjunction with the Underwriting Agreement in August 2019 , the Company issued to the underwriter, as compensation, warrants to purchase an aggregate of 2,250 shares of common stock ( 112 shares as adjusted for the May Stock Split), at an initial exercise price of $ 21.25 per share ($ 425.00 as adjusted for the May Stock Split),.

issued to certain affiliates of the underwriters, as compensation, warrants to purchase an aggregate of 4,239 shares of common stock ( 212

shares as adjusted for the May Stock Split), at an initial exercise price of $ 27.50 per share ($ 550.00 as adjusted for the May Stock

Split), The warrants are exercisable at the option of the holder on or after October 29, 2019 and expire April 24, 2024 .

In conjunction with the Underwriting

Agreement in August 2019, the Company issued to the underwriter, as compensation, warrants to purchase an aggregate of 2,250 shares

of common stock ( 112 shares as adjusted for the May Stock Split), at an initial exercise price of $ 21.25 per share ($ 425.00

as adjusted for the May Stock Split),.

The warrants are exercisable at the option of the holder on or after February 1, 2020 and expire August

In conjunction with the Underwriting Agreement in May 2020 , the Company issued to the underwriter, as compensation, warrants to purchase an aggregate of 300,000 shares of common stock ( 15,000 shares as adjusted for the May Stock Split), at an initial exercise price of $ 3.14 per share ($ 62.80 as adjusted for the May Stock Split),.

The warrants are exercisable at the option of the holder on or after November 6, 2020 and expire May 5, 2025 .

During the year ended December 31, 2021 , 226,300 ( 11,315 shares as adjusted for the May Stock Split), warrants were exercised and converted into common stock of the Company.

The Company has received proceeds of approximately $ 707,000 from the exercise of the warrants.

In conjunction with the Purchase Agreement in October 2021, the Company also issued Series A warrants to purchase up to 1,898,630 shares of Common Stock ( 94,932 shares as adjusted for the May Stock Split), in a concurrent private placement.

The warrants are have an exercise price of $ 4.80 per share, ($ 96.00 as adjusted for the May Stock Split), exercisable at the option of the holder on or after October 26, 2021 and will expire five years from the date of issuance.

These warrants were exercised in connection with the Inducement Agreement during the three months ended March 31, 2024.

In conjunction with the issuance of the Debenture in February 2023, the Company issued the Peak Warrant to purchase 500,000 shares of the Company's common stock ( 25,000 shares as adjusted for the May Stock Split).The Peak Warrant expires five years from its date of issuance.

The Peak Warrant is exercisable, at the option of the holder, at any time, for up to 500,000 of shares of common stock ( 25,000 shares as adjusted for the May Stock Split), of the Company at an exercise price equal to $ 2.25 (the “Exercise Price”) ($ 45.00 as adjusted for the May Stock Split), subject to adjustment for any stock splits, stock dividends, recapitalizations and similar events and in the event the Company, at any time while the Peak Warrant 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 Exercise Price.

In the event of any such anti-dilutive event, the Exercise 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 ($ 8.00 as adjusted for the May Stock Split) unless and until the Company obtains shareholder approval for any issuance below such floor price.

The initial fair value of the Peak Warrant amounted to $ 278,239 and was recorded, in combination with common stock issued above, as a debt discount of $ 354,329 at the time of issuance of the Debenture.

In conjunction with the Underwriting

Agreement in May 2020, the Company issued to the underwriter, as compensation, warrants to purchase an aggregate of 300,000 shares

of common stock ( 15,000 shares as adjusted for the May Stock Split), at an initial exercise price of $ 3.14 per share ($ 62.80

as adjusted for the May Stock Split),.

The warrants are exercisable at the option of the holder on or after November 6, 2020 and

expire May 5, 2025 .

During the year ended December 31, 2021, 226,300 ( 11,315 shares as adjusted for the May Stock Split), warrants were

exercised and converted into common stock of the Company.

The Company has received proceeds of approximately $ 707,000 from the exercise

of the warrants.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Notes to Condensed Consolidated Financial

Statements (Unaudited)

Warrants (continued)

In connection with the issuance of the Holdings Debenture in January 2024, the Company issued the “Peak Warrant” # 3 to purchase up to 375,000 shares of the Company’s common stock ( 18,750 as adjusted for the May Stock Split) to Peak One ’s designee, as described in the January 2024 Purchase Agreement.

In conjunction with the Purchase

Agreement in October 2021, the Company also issued Series A warrants to purchase up to 1,898,630 shares of Common Stock ( 94,932

shares as adjusted for the May Stock Split), in a concurrent private placement.

The warrants are have an exercise price of $ 4.80 per

share, ($ 96.00 as adjusted for the May Stock Split), exercisable at the option of the holder on or after October 26, 2021 and

will expire five years from the date of issuance.

These warrants were exercised in connection with the Inducement Agreement

during the three months ended March 31, 2024.

In conjunction with the issuance of

the Debenture in February 2023, the Company issued the Peak Warrant to purchase 500,000 shares of the Company’s common stock ( 25,000

shares as adjusted for the May Stock Split).The Peak Warrant expires five years from its date of issuance.

The Peak Warrant is exercisable,

at the option of the holder, at any time, for up to 500,000 of shares of common stock ( 25,000 shares as adjusted for the May Stock

Split), of the Company at an exercise price equal to $ 2.25 (the “Exercise Price”) ($ 45.00 as adjusted for the May Stock

Split), subject to adjustment for any stock splits, stock dividends, recapitalizations and similar events and in the event the Company,

at any time while the Peak Warrant 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 Exercise Price.

In the event of any such anti-dilutive event, the Exercise 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 ($ 8.00 as adjusted for the May Stock Split) unless and until the Company obtains shareholder approval for any issuance below

such floor price.

The initial fair value of the Peak Warrant amounted to $ 278,239 and was recorded, in combination with common stock issued

above, as a debt discount of $ 354,329 at the time of issuance of the Debenture.

In connection with the issuance of the

Holdings Debenture in January 2024, the Company issued the “Peak Warrant” #3 to purchase up to 375,000 shares of the

Company’s common stock ( 18,750 as adjusted for the May Stock Split) to Peak One’s designee, as described in the January 2024

Purchase Agreement.

The PeakWarrant #3 expires five years from its date of issuance.

The Peak Warrant # 3 is exercisable, at the option of the holder, at any time, for up to 375,000 of shares of common stock ( 18,750 as adjusted for the May Stock Split) of the Company at an exercise price equal to $ 0.53 (the “Exercise Price”) ($ 10.60 as adjusted for the May Stock Split), subject to adjustment for any stock splits, stock dividends, recapitalizations and similar events, as well as anti-dilution price protection provisions that are subject to a floor price as set forth in the Peak Warrant # 3 .

The Peak Warrant # 3 provides for cashless exercise under certain circumstances.

The initial fair value of the Peak Warrant # 3 amounted to $ 109,161 and was recorded, in combination with common stock issued above, as a debt discount of $ 251,361 at the time of issuance of the Debenture.

In connection with the Private Placement in May 2024, the Company issued common warrants (the “Common Warrants”) to purchase up to 2,758,620 shares of the Company’s common stock .

The Common Warrants are exercisable immediately following the date of issuance, have a term of five years from the effective date of the corresponding registration statement registering the shares of Company common stock and the shares of Company common stock issuable upon exercise of the Common Warrants and have an exercise price of $ 2.65 per share.

The Common Warrants are subject to adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the common stock and also upon any distributions for no consideration of assets to the Company’s stockholders.

In the event of certain corporate transactions, the holders of the Common Warrants will be entitled to receive, upon exercise of the Common Warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the Common Warrants immediately prior to such transaction.

The Common Warrants do not entitle the holders thereof to any voting rights or any of the other rights or privileges to which holders of common stock are entitled.

Warrant activity for the nine months ended September 30, 2024 are summarized as follows:

Number of Warrants

Weighted Average Exercise Price

Weighted Average Remaining Contractual Term (Years)

Aggregate Intrinsic Value

The Peak Warrant #3 is exercisable, at

the option of the holder, at any time, for up to 375,000 of shares of common stock ( 18,750 as adjusted for the May Stock Split) of the

Company at an exercise price equal to $ 0.53 (the “Exercise Price”) ($ 10.60 as adjusted for the May Stock Split), subject to

adjustment for any stock splits, stock dividends, recapitalizations and similar events, as well as anti-dilution price protection provisions

that are subject to a floor price as set forth in the Peak Warrant #3.

The Peak Warrant #3 provides for cashless exercise under certain

circumstances.

The initial fair value of the Peak Warrant #3 amounted to $ 109,161 and was recorded, in combination with common stock issued

above, as a debt discount of $ 251,361 at the time of issuance of the Debenture.

In connection with the Private Placement

in May 2024, the Company issued common warrants (the “Common Warrants”) to purchase up to 2,758,620 shares of the Company’s

common stock.

The Common Warrants are exercisable immediately following the date of issuance, have a term of five years from the effective

date of the corresponding registration statement registering the shares of Company common stock and the shares of Company common stock

issuable upon exercise of the Common Warrants and have an exercise price of $ 2.65 per share.

A holder may not exercise any Common

Warrants that would cause the aggregate number of shares of common stock beneficially owned by the holder to exceed 4.99 % of

the Company’s outstanding common stock immediately after exercise.

The Common Warrants are subject to adjustment in the event of

certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the common

stock and also upon any distributions for no consideration of assets to the Company’s stockholders.

In the event of certain corporate

transactions, the holders of the Common Warrants will be entitled to receive, upon exercise of the Common Warrants the kind and amount

of securities, cash or other property that the holders would have received had they exercised the Common Warrants immediately prior to

such transaction.

The Common Warrants do not entitle the holders thereof to any voting rights or any of the other rights or privileges

to which holders of common stock are entitled.

In connection with the issuance of debt

to Firstfire in February 2025, the Company issued warrants (the “Firstfire Warrants”) to purchase up to 450,000 shares of the

Company’s common stock.

The Firstfire Warrants are exercisable immediately following the date of issuance, have a term of five years

and have an exercise price of $ 0.80 per share.

A holder may not exercise any of the Firstfire Warrants that would cause the aggregate

number of shares of common stock beneficially owned by the holder to exceed 4.99 % of the Company’s outstanding common

stock immediately after exercise.

The Firstfire Warrants are subject to adjustment in the event of certain stock dividends and distributions,

stock splits, stock combinations, reclassifications or similar events affecting the common stock and also upon any distributions for no

consideration of assets to the Company’s stockholders.

In the event of certain corporate transactions, the holders of the Firstfire

Warrants will be entitled to receive, upon exercise of the Firstfire Warrants the kind and amount of securities, cash or other property

that the holders would have received had they exercised the Common Warrants immediately prior to such transaction.

The Firstfire Warrants

do not entitle the holders thereof to any voting rights or any of the other rights or privileges to which holders of common stock are

SAFE & GREEN HOLDINGS

AND SUBSIDIARIES

Notes to Condensed Consolidated

Financial Statements (Unaudited)

Warrants (continued)

Warrant activity for the three months

ended March 31, 2025 are summarized as follows:

Warrants Number of

Warrants Weighted

Price Weighted

(Years) Aggregate

Outstanding and exercisable - January 1, 2025 5,809,799 $ 1.19 4.82 —

Outstanding and exercisable - September 30, 2024

The fair value of warrants granted during the nine months ended September 30, 2024 were valued using a Black-Scholes Value model, with the following assumptions

Granted 450,000 0.80 —

Outstanding and exercisable - March 31, 2025 6,259,799 $ 1.16 4.60 $ —

The fair value of warrants granted during

the three months ended March 31, 2025 were valued using a Black-Scholes Value model, with the following assumptions

Risk-free interest rate

2 unchanged sentences

Expected volatility

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Share-based Compensation

On October 26, 2016, the Company’s Board of Directors approved the issuance of up to 25,000 shares of the Company’s common stock ( 1,250 shares as adjusted for the May Stock Split), in the form of restricted stock or options (“ 2016 Stock Plan”).

Effective January 30, 2017, the 2016 Stock Plan was amended and restated as the SG Blocks, Inc .

Stock Incentive Plan, as further amended eff ective June 1, 2018 as further amended on July 30, 2020, as further amended on August 18, 2021 and as further amended effective October 5, 2023 (as amended, the “Incentive Plan”).

The Incentive Plan authorizes the issuance of up to 8,625,000 shares of common stock ( 431,250 shares as adjusted for the May Stock Split).

It authorizes the issuance of equity-based awards in the form of stock options, stock appreciation rights, restricted shares, restricted share units, other share-based awards and cash-based awards to non-employee directors and to officers, employees and consultants of the Company and its subsidiary, except that incentive stock options may only be granted to the Company’s employees and its subsidiary’s employees.

The Incentive Plan expires on October 26, 2026 , and is administered by the Company’s Compensation Committee of the Boa rd of Directors.

Each of the Company’s employees, directors, and consultants are eligible to participate in the Incentive Plan.

As of September 30, 2024 , there were 4,537,534 shares of common stock available for issuance under the Incentive Plan .

26, 2016, the Company’s Board of Directors approved the issuance of up to 25,000 shares of the Company’s common stock ( 1,250

shares as adjusted for the May Stock Split), in the form of restricted stock or options (“2016 Stock Plan”).

January 30, 2017, the 2016 Stock Plan was amended and restated as the SG Blocks, Inc.

Stock Incentive Plan, as further

amended effective June 1, 2018 as further amended on July 30, 2020, as further amended on August 18, 2021 and as further amended

effective October 5, 2023 (as amended, the “Incentive Plan”).

The Incentive Plan authorizes the issuance of up to 8,625,000 shares

of common stock ( 431,250 shares as adjusted for the May Stock Split).

It authorizes the issuance of equity-based awards in the form of

stock options, stock appreciation rights, restricted shares, restricted share units, other share-based awards and cash-based awards to

non-employee directors and to officers, employees and consultants of the Company and its subsidiary, except that incentive stock

options may only be granted to the Company’s employees and its subsidiary’s employees.

The Incentive Plan expires on

October 26, 2026, and is administered by the Company’s Compensation Committee of the Board of Directors.

Each of the Company’s

employees, directors, and consultants are eligible to participate in the Incentive Plan.

As of March 31, 2025, there were — shares

of common stock available for issuance under the Incentive Plan.

Stock-Based Compensation

Stock-based compensation expense

Stock-based compensation expense is included in the condensed consolidated statements of operations as follows:

Nine Months Ended

September 30,

Payroll and related expenses

is included in the condensed consolidated statements of operations as follows:

Three Months Ended

September 30,

Payroll and related expenses

SAFE & GREEN HOLDINGS CORP.

SAFE & GREEN HOLDINGS

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Notes to Condensed Consolidated

Financial Statements (Unaudited)

Share-based Compensation (continued)

Stock-Based Option Awards

The Company has issued no stock-based options during the nine months ended September 30, 2024 or 2023 .

Because the Company does not have significant historical data on employee exercise behavior, the Company uses the “Simplified Method” to calculate the expected life of the stock-based option awards granted to employees.

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

The following table summarizes stock-based option activities and changes during the nine months ended September 30, 2024 as described below:

Weighted Average Fair Value Per Share

Average Exercise Price Per Share

Weighted Average Remaining Terms (in years)

Aggregate Intrinsic Value

The Company has issued no stock-based

options during the three months ended March 31, 2025 or 2024.

Company does not have significant historical data on employee exercise behavior, the Company uses the “Simplified Method”

to calculate the expected life of the stock-based option awards granted to employees.

The simplified method is calculated by averaging

the vesting period and contractual term of the options.

The following

table summarizes stock-based option activities and changes during the three months ended March 31, 2025 as described below:

Shares Weighted

Per Share Weighted

Share Weighted

(in years) Aggregate

Outstanding – December 31, 2024 1,822 $ 496.00 $ 1,574.20 4.34 —

Outstanding – September 30, 2024

Outstanding – March 31, 2025 1,822 $ 496.00 $ 1,574.20 3.59 —

Exercisable – December 31, 2024 1,822 496.00 1,574.20 —

Exercisable – September 30, 2024

Restricted Stock Units

During the three months ended June 30, 2023 , a total of 316,834 of restricted stock units ( 15,842 as adjusted for the May Stock Split) were granted to Mr.

Galvin and six employees of the Company under the Company's stock-based compensation plan, at the fair value of $ 0.85 to $ 1.01 per share ($ 17 to $ 20.20 as adjusted for the May Stock Split), which represents the closing price of the Company's common stock at the grant date.

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

On April 4, 2023, a total of 268,166 of restricted stock units ( 13,408 as adjusted for the May Stock Split) were granted to five of the Company's non-employee directors, under the Company's stock-based compensation plan, at the fair value of $ 1.01 ($ 20.20 as adjusted for the May Stock Split) per share, which represents the closing price of the Company's common stock on April 4, 2023.

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

During the three months ended March 31, 2024 , a total of 44,147 , 15,000 and 10,000 of restricted stock units were granted to Mr.

Kaelin and an employee of the Company, respectively, under the Company’s stock-based compensation plan at a fair value of $ 2.27 per share, which represents the closing price of the Company’s common stock at the grant date.

The restricted stock units granted vest immediately.

SAFE & GREEN HOLDINGS CORP.

Exercisable – March 31, 2025 —

During the three

months ended March 31, 2025, a total of 80,000 of restricted stock units were granted to the board of directors the Company, under the

Company’s stock-based compensation plan at a fair value of $ 0.94 per share, which represents the closing price of the Company’s

common stock at the grant date.

The restricted stock units granted vest over two years.

SAFE & GREEN HOLDINGS

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Notes to Condensed

Consolidated Financial Statements (Unaudited)

Share-based Compensation (continued)

As of September 30, 2024 , there was $ 109,666 unrecognized compensation costs related to non-vested restricted stock units.

The following table summarized restricted stock unit activities during the nine months ended September 30, 2024 :

Number of Shares

31, 2025, there was $ 0 unrecognized compensation costs related to non-vested restricted stock units.

The following table summarized restricted

stock unit activities during the three months ended March 31, 2025:

Non-vested balance at January 1, 2025

Forfeited/Expired

Non-vested balance at September 30, 2024

Commitm ents and Contingencies

Non-vested balance at March 31, 2025

Commitments and Contingencies

Legal Proceedings

The Compa ny is subject to certain claims and lawsuits arising in the normal course of business.

The Company assesses liabilities and contingencies in connection with outstanding legal proceedings utilizing the latest information available.

Where it is probable that the Company will incur a loss and the amount of the loss can be reasonably estimated, the Company records a liability in our consolidated financial statements.

These legal accruals may be increased or decreased to reflect any relevant developments on a quarterly basis.

Where a loss is not probable or the amount of the loss is not estimable, the Company does not record an accrual, consistent with applicable accounting guidance.

Based on information currently available, advice of counsel, and available insurance coverage, the Company believes that the established accruals are adequate and the liabilities arising from the legal proceedings will not have a material adverse effect on the consolidated financial condition.

However, in light of the inherent uncertainty in legal proceedings, there can be no assurance that the ultimate resolution of a matter will not exceed established accruals.

As a result, the outcome of a particular matter or a combination of matters may be material to the results of operations for a particular period, depending upon the size of the loss or the income for that particular period.

1 .) Pizzarotti Litigation - On or about August 10, 2018, Pizzarotti, LLC (“Pizzarotti”) filed a complaint against the Company and Mahesh Shetty, the Company’s former President and CFO, and others, seeking unspecified damages for an alleged breach of contract by the Company and another entity named Phipps & Co.

The Company is subject to certain claims

and lawsuits arising in the normal course of business.

The Company assesses liabilities and contingencies in connection with outstanding

legal proceedings utilizing the latest information available.

Where it is probable that the Company will incur a loss and the amount of

the loss can be reasonably estimated, the Company records a liability in our consolidated financial statements.

These legal accruals may

be increased or decreased to reflect any relevant developments on a quarterly basis.

Where a loss is not probable or the amount of the

loss is not estimable, the Company does not record an accrual, consistent with applicable accounting guidance.

Based on information currently

available, advice of counsel, and available insurance coverage, the Company believes that the established accruals are adequate and the

liabilities arising from the legal proceedings will not have a material adverse effect on the consolidated financial condition.

in light of the inherent uncertainty in legal proceedings, there can be no assurance that the ultimate resolution of a matter will not

exceed established accruals.

As a result, the outcome of a particular matter or a combination of matters may be material to the results

of operations for a particular period, depending upon the size of the loss or the income for that particular period.

1.) Pizzarotti Litigation

- On or about August 10, 2018, Pizzarotti, LLC (“Pizzarotti”) filed a complaint against the Company and Mahesh Shetty,

the Company’s former President and CFO, and others, seeking unspecified damages for an alleged breach of contract by the Company

and another entity named Phipps & Co.

The lawsuit was filed as Pizzarotti, LLC.

Phipps & Co., et al., Index No.

Phipps & Co., et al.,

653996/2018 and commenced in the Supreme Court of the State of New York for the County of New York.

On or about April 1, 2019, Phipps filed cross-claims against the Company and Mr.

Shetty asserting claims for indemnification, contribution, fraud, negligence, negligent misrepresentation, and breach of contract.

The Company has likewise cross claimed against Phipps for indemnification and contribution, claiming that any damages to the Plaintiff were the result of the acts or omissions of Phipps and its principals.

Pizzarotti’s suit arose from a contract dated April 3, 2018 that it executed with Phipps whereby Pizzarotti, a construction manager, engaged Phipps to perform stone procuring and tile work at a construction project located at 161 Maiden Lane, New York 10038 .

Pizzarotti’s claims against the Company arise from a purported assignment agreement dated August 10, 2018, whereby Pizzarotti claims that the Company agreed to assume certain obligations of Phipps under a certain trade contract between Pizzarotti and Phipps.

Phipps’ claims against the Company arise from a purported assignment agreement, dated as of May 30, 2018, among Pizzarotti, Phipps and the Company (the “Assignment Agreement”), pursuant to which, it is alleged, that the Company agreed to provide a letter of credit in connection with the sub-contrac ted work to be provided by Phipps to Pizzarotti.

On or about April 1, 2019,

Phipps filed cross-claims against the Company and Mr.

Shetty asserting claims for indemnification, contribution, fraud, negligence, negligent

misrepresentation, and breach of contract.

The Company has likewise cross claimed against Phipps for indemnification and contribution,

claiming that any damages to the Plaintiff were the result of the acts or omissions of Phipps and its principals.

Pizzarotti’s suit arose from a

contract dated April 3, 2018 that it executed with Phipps whereby Pizzarotti, a construction manager, engaged Phipps to perform stone

procuring and tile work at a construction project located at 161 Maiden Lane, New York 10038.

Pizzarotti’s claims against the Company

arise from a purported assignment agreement dated August 10, 2018, whereby Pizzarotti claims that the Company agreed to assume certain

obligations of Phipps under a certain trade contract between Pizzarotti and Phipps.

Phipps’ claims against the Company arise from

a purported assignment agreement, dated as of May 30, 2018, among Pizzarotti, Phipps and the Company (the “Assignment Agreement”),

pursuant to which, it is alleged, that the Company agreed to provide a letter of credit in connection with the sub-contracted work to

be provided by Phipps to Pizzarotti.

SAFE & GREEN HOLDINGS CORP.

1 unchanged sentence

Notes to Condensed Consolidated Financial Statements (Unaudited)

Commitm ents and Contingencies (continued)

The Company believes that the Assignment Agreement was void for lack of consideration and moved to dismiss the case on those and other grounds.

On June 17, 2020, the New York Supreme Court entered an order dismissing certain claims against the Company brought by cross claimant Phipps.

Specifically, the court dismissed Phipps’ claims for indemnification, contribution, fraud, negligence and negligent misrepresentation.

The court did not dismiss Phipps’ claim for breach of the Assignment Agreement.

The issue of the validity of the Assignment Agreement, and the Company’s defenses to the claims brought by the plaintiff Pizzarotti and cross claimant Phipps, are being litigated.

The Company maintains that the Assignment Agreement, to the extent valid and enforceable, was properly terminated and/or there are no damages, and, consequently, that the claims brought against the Company are without merit.

Commitments and Contingencies (continued)

The Company believes that the Assignment

Agreement was void for lack of consideration and moved to dismiss the case on those and other grounds.

On June 17, 2020, the New York

Supreme Court entered an order dismissing certain claims against the Company brought by cross claimant Phipps.

Specifically, the court

dismissed Phipps’ claims for indemnification, contribution, fraud, negligence and negligent misrepresentation.

The court did not

dismiss Phipps’ claim for breach of the Assignment Agreement.

The issue of the validity of the Assignment Agreement, and the Company’s

defenses to the claims brought by the plaintiff Pizzarotti and cross claimant Phipps, are being litigated.

The Company maintains

that the Assignment Agreement, to the extent valid and enforceable, was properly terminated and/or there are no damages, and, consequently,

that the claims brought against the Company are without merit.

The Company intends to continue to vigorously defend the litigation.

The parties have engaged in written discovery but no depositions have been conducted as of yet.

By motion dated February 24, 2021, Pizzarotti moved to stay the entire action pending the outcome of a separate litigation captioned Pizzarotti, LLC v.

parties have engaged in written discovery but no depositions have been conducted as of yet.

By motion dated February 24, 2021, Pizzarotti

moved to stay the entire action pending the outcome of a separate litigation captioned Pizzarotti, LLC v.

FPG Maiden Lane, LLC et.

1 unchanged sentence

651697/2019, involving some of the same parties (but excluding the Company).

Phipps cross moved to consolidate the two actions.

Phipps cross moved to consolidate the

The Company opposed both motions.

On April 26, 2021, the court denied both motions and directed the parties to meet and confer concerning the scheduling of depositions.

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.

On April 4, 2024, the court entered an order setting forth the following dates for the completion of the parties depositions:

( 1 ) deposition of plaintiff shall occur by May 31, 2024, ( 2 ) deposition of Phipps shall occur by June 30, 2024, ( 3 ) deposition of the Company shall occur by July 20, 2024, ( 4 ) deposition of Mr.

Shetty shall occur by August 9, 2024, ( 5 ) deposition of FPG Maiden Lane, & J.

Landau shall occur by August 30, 2024, and ( 6 ) depositions of non-parties shall occur by September 30, 2024.

As of September 30, 2024 , the Company cannot estimate any potential loss.

2 .) CPF GP 2019 - 1 , LLC (“CPF GP”) Litigation – In September 2023, a suit was filed in the form of a declaratory judgment to say CPF GP did not owe certain monies to the Company.

On April 26, 2021, the court denied both motions and directed the parties to meet and confer

concerning the scheduling of depositions.

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.

On April 4, 2024, the court entered an order setting forth the following

dates for the completion of the parties depositions:

(1) deposition of plaintiff shall occur by May 31, 2024, (2) deposition of Phipps

shall occur by June 30, 2024, (3) deposition of the Company shall occur by July 20, 2024, (4) deposition of Mr.

Shetty shall occur by

August 9, 2024, (5) deposition of FPG Maiden Lane, & J.

Landau shall occur by August 30, 2024, and (6) depositions of non-parties

shall occur by September 30, 2024.

As of March 31, 2025, the Company cannot estimate any potential loss.

2.) CPF GP 2019-1, LLC (“CPF

GP”) Litigation – In September 2023, a suit was filed in the form of a declaratory judgment to say CPF GP did not owe

certain monies to the Company.

The Company filed counterclaims for the amounts owed.

The case settled in February 2024 in exchange for mutual dismissals and monthly payments of the balance due, which is $ 745,000 in total to the Company from CPF GP.

3 .) Farnam Litigation – In October 2023, Farnam Street Financial, Inc.

(“Farnam”) filed suit against the Company in the United States District Court for the District of Minnesota (Case No.

23 -CV- 3212 ) alleging breaches by the Company under a certain lease agreement between Farnam and the Company dated as of October 13, 221.

The case settled in February 2024 in exchange for

mutual dismissals and monthly payments of the balance due, which is $ 745,000 in total to the Company from CPF GP.

3.) Farnam Litigation – In

October 2023, Farnam Street Financial, Inc.

(“Farnam”) filed suit against the Company in the United States District Court

for the District of Minnesota (Case No.

23-CV-3212) alleging breaches by the Company under a certain lease agreement between Farnam

and the Company dated as of October 13, 221.

Farnam sought monies owed under such lease agreement.

On August 1, 2024, the Company, SG Echo and SG Environmental Solutions Corp.

(“SG Environmental”), a wholly owned subsidiary of the Company, entered into a settlement agreement (the “Settlement”) with Farnam to resolve the pending litigation.

Simultaneously with the execution of the Settlement, (i) the Company, SG Environmental and Farnam entered into an assignment and assumption agreement, pursuant to which SG Environmental was substituted for the Company as the lessee under the lease agreement, and (ii) SG Environmental and Farnam executed a new Lease Schedule No.

On August 1, 2024, the Company, SG

Echo and SG Environmental Solutions Corp.

(“SG Environmental”), a wholly owned subsidiary of the Company, entered into a

settlement agreement (the “Settlement”) with Farnam to resolve the pending litigation.

Simultaneously with the execution

of the Settlement, (i) the Company, SG Environmental and Farnam entered into an assignment and assumption agreement, pursuant to which

SG Environmental was substituted for the Company as the lessee under the lease agreement, and (ii) SG Environmental and Farnam executed

a new Lease Schedule No.

001R (“Schedule 1R”), which replaced the prior schedule in its entirety.

The terms of the Settlement included the following:

the Settlement included the following:

(i) SG Environmental will be the signatory under the “Lessee” under the lease;

(ii) the initial term (the “Initial Term”) of Schedule 1 R is 18 months;

(iii) the “Commencement Date” of Schedule 1 R is August 1, 2024;

the initial term (the “Initial Term”) of Schedule 1R is 18 months;

(iii) the “Commencement Date”

of Schedule 1R is August 1, 2024;

(iv) the original cost of the equipment subject to Schedule 1R is $ 1,556,163.00 ;

(v) so long as there has been no default under the lease and Schedule 1 R, SG Environmental shall have the option to purchase the equipment at the end of the Initial Term for thirty-five percent ( 35 %) of the original cost of the equipment, or $ 544,657.05 , plus applicable taxes;

as there has been no default under the lease and Schedule 1R, SG Environmental shall have the option to purchase the equipment at

the end of the Initial Term for thirty-five percent ( 35 %) of the original cost of the equipment, or $ 544,657.05 , plus applicable

(vi) the “Monthly Lease Charge” under Schedule 1R is $ 65,880.95 , plus applicable taxes;

and (vii) SG Environmental shall provide a new security deposit under Schedule 1 R in the amount of $ 167,056.00 , which shall be paid on or before August 1, 2024.

Simultaneously with the execution of the Settlement, the Company and SG Echo executed a guaranty, whereby each of the Company and SG Echo jointly and severally guarantee SG Environmental’s full and prompt payment and performance under the lease and Schedule 1 R.

Per the Settlement, Farnam shall retain as income all prior payments from the Company (or any Company affiliate) under the lease, the prior schedule, or any other agreement with the Company or its affiliates, including all monthly lease charges, interim rent, taxes, interest, fees, late charges, and any security deposits, including the deposit under the prior schedule.

Under the terms of the Settlement, Farnam and the Company each agree to waive and release any and all claims against the other, except with respect to each party’s performance under the Settlement and each party’s future obligations under the lease, Schedule 1 R and guaranty agreements.

and (vii) SG Environmental

shall provide a new security deposit under Schedule 1R in the amount of $ 167,056.00 , which shall be paid on or before August 1,

Simultaneously with the execution of the Settlement, the Company and SG Echo executed a guaranty, whereby each of the Company and

SG Echo jointly and severally guarantee SG Environmental’s full and prompt payment and performance under the lease and Schedule 1R.

Per the Settlement, Farnam shall retain as income all prior payments from the Company (or any Company affiliate) under the lease, the

prior schedule, or any other agreement with the Company or its affiliates, including all monthly lease charges, interim rent, taxes,

interest, fees, late charges, and any security deposits, including the deposit under the prior schedule.

Under the terms of the Settlement,

Farnam and the Company each agree to waive and release any and all claims against the other, except with respect to each party’s

performance under the Settlement and each party’s future obligations under the lease, Schedule 1R and guaranty agreements.

The case remains ongoing as disputes have arisen post-Settlement between the Company and Farnam.

As of March 31, 2025, the Company cannot

estimate any potential loss, besides the original amounts of approximately $ 1.5 million which are included in accounts payable and

accrued expenses.

SAFE & GREEN HOLDINGS CORP.

1 unchanged sentence

Notes to Condensed Consolidated Financial Statements (Unaudited)

Commitm ents and Contingencies (continued)

Commitments and Contingencies (continued)

(4) American Express Litigation –

In December 2023, American Express Travel Related Services Company, Inc.

(“AMEX”) filed suit against the Company in the Supreme

Court of the State of New York, County of New York (Case No.

162231/2023) alleging breaches of a commercial credit card agreement between

AMEX and the Company, dated as of November 8, 2022.

AMEX sought monies owed under the commercial credit card agreement, with a balance

of $ 232,218.94 as of the commencement of the action.

In August 2024, AMEX filed a Motion for Default Judgment, which was granted

by the court on or about September 19, 2024, for the amount of damages requested in AMEX’s motion.

As of March 31, 20245 the estimated

potential loss to the Company is approximately $ 232,000 which is included in accounts payable and accrued expenses.

(5) Choctaw Litigation –

In March 2024, the Choctaw Nation of Oklahoma (“Choctaw Nation”) filed suit against SG Echo, LLC (“SG Echo”)

and the Company in the District Court of Bryan County, State of Oklahoma (Case No.

CJ-2024-41) alleging:

(a) breaches by SG Echo under

a certain commercial lease agreement between SG Echo and the Choctaw Nation related to commercial property located at 2917 Big Lots Road,

Durant, Oklahoma 74701;

and (b) declaratory and injunctive relief relating to certain cranes, declaring the Choctaw Nation to be the

owner of the cranes and not SG Echo.

The Company disputes the Choctaw Nation’s allegations.

As of March 31, 2025, the case remains

As of March 31, 2025, the estimated potential loss to the Company is approximately $ 138,000 which is included in accounts

payable and accrued expenses.

(6) Durant Industrial Authority Litigation –

In November 2024, The Durant Industrial Authority (“DIA”) filed suit against the Company, SG Echo, LLC, among others, alleging

breaches by the Company and SG Echo under a certain forgivable promissory note executed between SG Echo as the borrower and the DIA as

the lender in the principal sum of $ 750,000 (the “Forgivable Note”).

The indebtedness under the Forgivable Note would

be forgiven in three separate phases based upon the schedule set forth in the Forgivable Note.

The DIA’s allegations include, among

others, that due to SG Echo’s alleged breaches, the Forgivable Note is no longer forgivable and has been accelerated and is due

The Company and SG Echo dispute the DIA’s allegations.

As of March 31, 2025, the case remains pending.

As of March 31,

2025, the Company cannot estimate any additional potential loss, however as of March 31, 2025 the $ 750,000 is included in short-term

notes payable.

(7) Rulien Litigation –

In March, 2024, Rulien Advisors, LLC (“Rulien”) filed suit against the Company in the Supreme Court of the State of New York

Commercial Division, Kings County (Case No.

506426/2024) alleging breaches of a consulting agreement entered into by the Company and Rulien,

dated as of December 17, 2018 (the “Consulting Agreement”), whereby the Company engaged Rulien to act as a non-exclusive independent

sales representative to promote the sale of, and to solicit orders for, products and services offered for sale by the Company.

alleges that it has earned commissions for (a) the alleged sale of property located at 1900 American Drive, Lago Vista, Texas, and (b)

the Company’s spin-off of the Company’s wholly-owned subsidiary, Safe and Green Development Corporation, into a separate publicly

traded company listed on the Nasdaq stock exchange.

The Company disputes Rulien’s claims.

The case remains pending.

31, 2025, the Company cannot estimate any potential loss.

(8) Caliber Litigation –

In June 2024, Caliber Corporate Advisers, LLC (“Caliber”) filed suit against the Company in the Supreme Court of the State

of New York, County of New York (Case No.

652893/2024) alleging breaches of a Consulting Services Agreement between Caliber and the Company

(the “Services Agreement”), alleging a balance owed of $ 46,350 .

The Company disputes Calibers claims, and claims that Caliber

failed to provide meaningful services as set forth in the Services Agreement.

As of March 31, 2025, the case remains pending.

31, 2025, the Company cannot estimate any potential loss.

(9) MDisrupt Litigation –

In August 2024, MDisrupt, Inc.

(“MDisrupt”) filed suit against Safe and Green Medical Corporation (“SG Medco”)

and the Company in the 353 rd District Court of Travis County, Texas (Case No.

D-1-GN-24-003213) alleging breaches of a

consulting services agreement between Medco and MDisrupt entered into on or about September 20, 2023 (the “Services Agreement”),

alleging a balanced owed of $ 183,901 .

Medco and the Company dispute MDisrupt’s allegations.

Further, the Company was not party to

the Services Agreement.

As of March 31, 2025, the case remains pending.

As of March 31, 2025, the estimated potential loss to the Company

is $ 183,901 which is included in accounts payable and accrued expenses.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial

Statements (Unaudited)

Commitments and Contingencies (continued)

Vendor Litigation

1 .) SG Blocks, Inc.

v HOLA Community Partners, et.

On April 13, 2020, Plaintiff SG Blocks, Inc.

On April 13, 2020, Plaintiff SG Blocks,

(the “Company”) filed a Complaint against HOLA Community Partners (“HCP”), Heart of Los Angeles Youth, Inc.

(“HOLA” and together with HCP, the “HOLA Defendants”), and the City of Los Angeles (“City”) in the United States District Court for the Central District of California, Case No.

(“HOLA” and together with HCP, the “HOLA Defendants”), and the City of Los Angeles (“City”)

in the United States District Court for the Central District of California, Case No.

2:20-cv-03432-ODW (“HOLA Action”).

The Company asserted seven claims against HOLA Defendants arising out of and related to the Heart of Los Angeles construction project in Los Angeles (the “HOLA Project”), to wit, for:

Company asserted seven claims against HOLA Defendants arising out of and related to the Heart of Los Angeles construction project in Los

Angeles (the “HOLA Project”), to wit, for:

(1) breach of contract;

(2) conversion;

( 3 ) default and judicial foreclosure under the original agreement between the Company and HOLA (“Agreement”) as a security agreement;

( 4 ) misappropriation of trade secrets under California Civil Code section 3426 ;

(3) default and judicial foreclosure under

the original agreement between the Company and HOLA (“Agreement”) as a security agreement;

(4) misappropriation of trade secrets

under California Civil Code section 3426;

(5) misappropriation of trade secrets under 18 U.S.C.

and ( 6 ) intentional interference with contractual relations.

On April 20, 2020, HOLA filed a separate action against the Company in the Los Angeles Superior Court arising out of the HOLA Project, asserting claims of ( 1 ) negligence;

and (6) intentional interference

with contractual relations.

On April 20, 2020, HOLA filed a separate action against the Company in the Los Angeles Superior Court arising

out of the HOLA Project, asserting claims of (1) negligence;

(2) strict products liability;

( 3 ) strict products liability, ( 4 ) breach of contract;

(3) strict products liability, (4) breach

(5) breach of express warranty;

(6) violation of Business and Professions Code § 7031(b);

and ( 7 ) violation of California’s unfair competition law, Business and Professions Code section 17200 (“UCL”) (“HOLA State Court Action”).

The HOLA State Court Action was removed to the Central District of California and consolidated with the HOLA Action.

On January 22, 2021, the Company filed a Third-Party Complaint in the HOLA Action against Third-Party Defendants Teton Buildings, LLC, Avesi Construction, LLC, and American Home Building and Masonry Corp (“AHB”) for indemnity and contribution with respect to HOLA’s claims.

The Company has also notified its general liability carrier Sompo International regarding coverage concerning HOLA’s claims On February 25, 2021, the Court entered an order dismissing the Company’s claims for ( 1 ) breach of contract;

and (7) violation of California’s

unfair competition law, Business and Professions Code section 17200 (“UCL”) (“HOLA State Court Action”).

State Court Action was removed to the Central District of California and consolidated with the HOLA Action.

On January 22, 2021, the Company filed

a Third-Party Complaint in the HOLA Action against Third-Party Defendants Teton Buildings, LLC, Avesi Construction, LLC, and American

Home Building and Masonry Corp (“AHB”) for indemnity and contribution with respect to HOLA’s claims.

The Company has

also notified its general liability carrier Sompo International regarding coverage concerning HOLA’s claims On February 25, 2021,

the Court entered an order dismissing the Company’s claims for (1) breach of contract;

(2) conversion;

( 3 ) default and judicial foreclosure under the Agreement as a security agreement;

(3) default and judicial

foreclosure under the Agreement as a security agreement;

(4) misappropriation of trade secrets under California Civil Code section 3426;

(5) misappropriation of trade secrets under 18 U.S.C.

but denied dismissal of the Company’s claims for intentional interference with contractual relations.

but denied dismissal of the Company’s claims for intentional

interference with contractual relations.

The Court also denied the Company’s motion to dismiss HOLA’s claims.

On March 12, 2021, the HOLA Defendants filed an answer to the Company’s complaint against it denying liability and asserting affirmative defenses.

On March 12, 2021, the Company filed an answer to the HOLA Defendants’ First Amended Consolidated Complaint against it, denying liability and asserting affirmative defenses.

On April 26, 2021, the Company and the HOLA Defendants filed a Joint Stipulation to Dismiss HOLA Community Partners’ Sixth Claim for Relief (violation of California Business and Professions Code § 7031 (b)), with prejudice, pursuant to Fed.

On March 12, 2021, the HOLA Defendants

filed an answer to the Company’s complaint against it denying liability and asserting affirmative defenses.

On March 12, 2021, the

Company filed an answer to the HOLA Defendants’ First Amended Consolidated Complaint against it, denying liability and asserting

affirmative defenses.

On April 26, 2021, the Company and the

HOLA Defendants filed a Joint Stipulation to Dismiss HOLA Community Partners’ Sixth Claim for Relief (violation of California Business

and Professions Code §7031(b)), with prejudice, pursuant to Fed.

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

3 unchanged sentences

Commitments 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;

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;

and contribution:

American Home Building and Masonry Corp.

(“American Home”), Anderson Air Conditioning, L.P.

(“American Home”), Anderson Air Conditioning,

(“Anderson”).

1 unchanged sentence

(“Broadway”), Marne Construction, Inc.

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

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

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

dba J R Construction (“JR Construction”)

Junior Steel Co.

(“Junior Steel”) Saddleback Roofing, Inc.

(“Saddleback”) Schindler Elevator Corporation (“Schindler”) U.S.

(“Saddleback”) Schindler Elevator Corporation (“Schindler”)

Smoke & Fire Corp.

Smoke”) and FirstForm, Inc.

(“FirstForm”) (collectively the “Additional Third Party Defendants”).

On September 2, 2021, Schindler Elevator Corp.

(“FirstForm”) (collectively the “Additional

Third Party Defendants”).

On September 2, 2021, Schindler Elevator

filed its answer to the First Amended Third-Party Complaint.

On September 3, 2021, Junior Steel Co.

filed its answer to the First Amended Third-Party Complaint.

filed its answer to the First

Amended Third-Party Complaint.

On September 7, 2021, Anderson Air Conditioning, L.P.

filed its answer to the First Amended Third-Party Complaint.

filed its answer to the First Amended Third-Party

On October 6, 2021, the McIntyre Group filed its answer to the First Amended Third-Party Complaint.

On February 7, 2022, the Company filed a request for entry of a Clerk’s default against the following defendants:

American Home Building and Masonry Corp., Avesi Construction, Marne Construction, Inc., FirstForm, Inc., Dowell & Bradley Construction, Inc, Saddleback Roofing, Inc., and US Smoke and Fire Corp.

On February 7, 2022, the Company filed

a request for entry of a Clerk’s default against the following defendants:

American Home Building and Masonry Corp., Avesi Construction,

Marne Construction, Inc., FirstForm, Inc., Dowell & Bradley Construction, Inc, Saddleback Roofing, Inc., and US Smoke and Fire Corp.

On February 9, 2022, the court entered a clerk’s default pursuant to Federal Rule 55 against the following defendants:

American Home Building and Masonry Corp.

Home Building and Masonry Corp.

Avesi Construction, Dowel & Bradley Construction, Inc., Saddleback Roofing Inc.

and US smoke and Fire Corp.

and US smoke and Fire

The parties that have answered and appeared in the case are currently engaged in discovery.

The dispute between SG Blocks, Inc., HOLA Community Partners, and others in the above-described lawsuit settled, and a formal settlement agreement was executed in December 2022.

The dispute between SG Blocks, Inc.,

HOLA Community Partners, and others in the above-described lawsuit settled, and a formal settlement agreement was executed in December

In accordance with the settlement agreement, all funds to be paid were, in fact, paid.

On February 27, 2023, the settling parties filed a Joint Stipulation to Dismiss All Causes of Action Against All Parties Except Avesi Construction, LLC (“Aveshi”), and Saddleback Roofing, Inc.

On February 27, 2023, the settling parties

filed a Joint Stipulation to Dismiss All Causes of Action Against All Parties Except Avesi Construction, LLC (“Aveshi”), and

Saddleback Roofing, Inc.

(“Saddleback”).

The claims against the settling parties, pursuant to the settlement, were to be dismissed and have since been dismissed.

The claims against the settling parties, pursuant to the settlement, were to be dismissed

and have since been dismissed.

SG Blocks, Inc.

had taken defaults against Aveshi and Saddleback, and is continuing to pursue default judgments against same.

had taken defaults against Aveshi and Saddleback, and is continuing to pursue default judgments

against same.

On February 17, 2025, the Company executed

a Settlement Agreement and Release with Saddleback, to release all claims between the parties.

As part of the settlement, Saddleback agreed

to pay a settlement payment of $ 400,000 .

All of the settlement proceeds were refunded to the Company’s Insurer Sompo, based on monies

already paid out by Sompo in the underlying matter.

As the matter is now settled, the parties will shortly move the court to dismiss the

Saddleback matter.

) SG Blocks, Inc.

1 unchanged sentence

On June 21, 2019, SG Blocks, Inc.

filed a lawsuit against EDI International, PC (“EDI”), a New Jersey corporation, in connection with the parties’ consulting agreement, dated June 29, 2016, pursuant to which EDI, was to provide, for a fee, certain architectural and design services for the original project between the Company and HOLA (“Project”).

a lawsuit against EDI International, PC (“EDI”), a New Jersey corporation, in connection with the parties’ consulting

agreement, dated June 29, 2016, pursuant to which EDI, was to provide, for a fee, certain architectural and design services for the original

project between the Company and HOLA (“Project”).

The lawsuit is styled SG Blocks, Inc.

EDI et al., and was filed in California Superior Court, for the County of Los Angeles, case no.

19 STCV 21725 .

EDI et al., and was filed

in California Superior Court, for the County of Los Angeles, case no.

SG Blocks, Inc.

claims that EDI, tortiously interfered with SG Blocks, Inc’s economic relationship with HCP and HOLA.

claims that EDI, tortiously interfered

with SG Blocks, Inc’s economic relationship with HCP and HOLA.

The complaint seeks in excess of $ 1,275,754 in damages.

EDI, filed a cross-complaint for alleged unpaid fees and tortious interference with EDI contractual relationship with HCP and HOLA.

EDI cross-complaint seeks in excess of $ 30,428.71 in damages.

a cross-complaint for alleged unpaid fees and tortious interference with EDI contractual relationship with HCP and HOLA.

EDI cross-complaint

seeks in excess of $ 30,428.71 in damages.

On July 8, 2020, SG Blocks, Inc.

added PVE LLC as a defendant in the lawsuit, claiming PVE LLC is liable to the same extent as EDI.

In May 2021, the parties settled EDI affirmative claims, and its cross-complaint was dismissed with prejudice on August 23, 2021.

added PVE LLC as a defendant in the lawsuit, claiming PVE LLC

is liable to the same extent as EDI.

In May 2021, the parties settled EDI affirmative claims, and its cross-complaint was dismissed

with prejudice on August 23, 2021.

On SG Blocks, Inc.’s remaining claims, trial is set for October 2024.

On or about November 15, 2024, the Company received a jury verdict in its favor in the amount of $ 1.274 million against EDI styled as SG Blocks, Inc.

v EDI et al, case no.

19 STCV 21725 .

EDI may appeal the verdict, thus there remains uncertainty whether the verdict will be reduced to a final judgment.

On or about November

15, 2024, the Company received a jury verdict in its favor in the amount of $ 1.274 million against EDI styled as SG Blocks, Inc.

et al, case no.

EDI may appeal the verdict, thus there remains uncertainty whether the verdict will be reduced to a final

Should the Company secure a final judgment, there remains uncertainty whether the Company will be able to collect on the judgment.

4 unchanged sentences

3.) Teton Buildings, LLC

(i) On January 1, 2019, the Company 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 the HOLA Project entered into on or about June 2, 2017.

(i) On January 1, 2019, the Company

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 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, the Company 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 $ 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:

February 2022, the Company 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 $ 761,401.66 in actual and consequential damages, excluding attorney’s

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.

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.

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.

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.

February 28, 2023 the court “so ordered” the parties’ stipulation dismissing all causes of action against the parties

to the Settlement Agreement and Release.

Other Litigation

1.) SG Blocks, Inc.

Osang Healthcare Company, Ltd.

On April 14, 2021, the Company commenced an action against Osang Healthcare Company, Ltd.

(“Osang”) in the United States District Court, Eastern District of New York, Case No.

Osang Healthcare

Company, Ltd.

On April 14, 2021, the Company commenced

an action against Osang Healthcare Company, Ltd.

(“Osang”) in the United States District Court, Eastern District

of New York, Case No.

21-01990 (“Osang Action”).

The Company has asserted that Osang materially breached a certain Managed Supply Agreement (“MSA”) entered into between the parties on October 12, 2020, pursuant to which the Company received on consignment two million (2,000,000) units of Osang’s “Genefinder Plus RealAmp Covid-19 PCR Test” (the “Covid-19 Test”) for domestic and international distribution.

The Company has also asserted that Osang breached the covenant of good faith and fair dealing, fraudulently induced it to enter into the MSA, and violated §349 of the New York General Business Law’s prohibition of deceptive business practices.

The Company has asserted that Osang materially breached a certain Managed

Supply Agreement (“MSA”) entered into between the parties on October 12, 2020, pursuant to which the Company received on consignment

two million ( 2,000,000 ) units of Osang’s “Genefinder Plus RealAmp Covid-19 PCR Test” (the “Covid-19 Test”)

for domestic and international distribution.

The Company has also asserted that Osang breached the covenant of good faith and fair dealing,

fraudulently induced it to enter into the MSA, and violated §349 of the New York General Business Law’s prohibition of deceptive

business practices.

SAFE & GREEN HOLDINGS CORP.

2 unchanged sentences

Commitments and Contingencies (continued)

On June 18, 2021, Osang served a motion to dismiss the Osang Action pursuant to Rule 12 (b)( 6 ) of the Federal Rules of Civil Procedure.

On July 30, 2021, the Company served its opposition to the 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.

On June 18, 2021, Osang served a motion

to dismiss the Osang Action pursuant to Rule 12(b)(6) of the Federal Rules of Civil Procedure.

On July 30, 2021, the Company served its

opposition to the 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, of which the Company was granted $ 450,000 .

2 .) John Williams Shaw and Leo Patrick Shaw

On March 15, 2023 , a complaint was filed against John Williams Shaw and Leo Patrick Shaw (the “Defendants”) in the United States District Court of the Southern District of New York seeking damaged to recover short swing profits from the Defendants pursuant to Section 16 (b) of the Exchange Act.

On September 26, 2023, the matter was settled and on, October 3, 2023, a Stipulation and Order of Dismissal with Prejudice was filed and so-ordered by the assigned judge.

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.

See Note 21 – Subsequent Events, for additional contingencies.

In April 2020, the Company entered into an amendment to its employment agreement, dated January 1, 2017, with Paul Galvin (the "Amendment"), to extend the term of employment to December 31, 2021, provide for an annual base salary of $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 Incentive Plan.

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 and on September 19, 2023 the agreement was amended to increase the annual base salary to $ 750,000 .

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

On October 22, 2024, the Board of Directors of the Company determined not to renew the employment agreement, and Mr.

Galvin’s employment will terminate effective as of the close of business on December 31, 2024.

See Note 21 – Subsequent Events, for additional information.

On May 1, 2023, the Company appointed Patricia Kaelin as the Company’s Chief Financial Officer and entered into an employment agreement with Patricia Kaelin (the “Kaelin Employment Agreement”) to employ Ms.

Kaelin in such capacity for an initial term of two ( 2 ) years, which provides for an annual base salary of $ 250,000 , a discretionary bonus of up to 20 % of her base salary upon achievement of objectives as may be determined by the Company’s board of directors and severance in the event of a termination without cause on or after September 30, 2023 in amount equal to equal to one year’s annual base salary and benefits.

A settlement conference

was held by the Court on March 14, 2023, of which the Company was granted $ 450,000 .

2.) John Williams Shaw and Leo Patrick

On March 15, 2023, a complaint was filed

against John Williams Shaw and Leo Patrick Shaw (the “Defendants”) in the United States District Court of the Southern District

of New York seeking damaged to recover short swing profits from the Defendants pursuant to Section 16(b) of the Exchange Act.

26, 2023, the matter was settled and on, October 3, 2023, a Stipulation and Order of Dismissal with Prejudice was filed and so-ordered

by the assigned judge.

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.

On May 1, 2023, the Company appointed

Patricia Kaelin as the Company’s Chief Financial Officer and entered into an employment agreement with Patricia Kaelin (the “Kaelin

Employment Agreement”) to employ Ms.

Kaelin in such capacity for an initial term of two (2) years, which provides for an annual

base salary of $ 250,000 , a discretionary bonus of up to 20 % of her base salary upon achievement of objectives as may be determined by

the Company’s board of directors and severance in the event of a termination without cause on or after September 30, 2023 in amount

equal to equal to one year’s annual base salary and benefits.

The Kaelin Employment Agreement also provides for the grant to Ms.

Kaelin of a restricted stock grant under the Company’s Stock Incentive Plan, as amended and as available for grant, of 60,000 shares of the Company’s common stock, vesting quarterly on a pro-rata basis over the next eighteen ( 18 ) months of continuous service.

Kaelin of a restricted stock grant under the Company’s Stock Incentive Plan, as amended and as available for grant, of 60,000 shares

of the Company’s common stock, vesting quarterly on a pro-rata basis over the next eighteen (18) months of continuous service.

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

She is also bound by confidentiality provisions.

She is also bound by confidentiality

During July 2023, Ms.

Kaelin’s annual base salary was adjusted to $ 300,000 , retroactive to May 1, 2023.

On January 3, 2025, the Board of Directors

(the “Board”) of the Company approved the appointment of Michael McLaren as the Company’s Chief Executive Officer and

on January 5, 2025, the Company entered into an employment agreement with Mr.

McLaren (the “Employment Agreement”) to employ

McLaren in such capacity for an initial term of two ( 2 ) years, which Employment Agreement provides for an annual base salary

of $ 250,000 which shall be increased to $ 400,000 upon the closing of a capital event which cures the Company’s stockholders’

equity deficiency with Nasdaq, a signing bonus of $ 50,000 payable within thirty ( 30 ) days of the Employment Agreement’s

effective date, a long-term incentive bonus with a range of between two (2) to four (4) times Mr.

then-base salary, subject to approval by the Company’s Board of Directors.

On January 16, 2025, the Company appointed

Jim Pendergast as the Company’s Chief Operating Officer and entered into an employment agreement with Mr.

Pendergast (the “Employment

Agreement”) to employ Mr.

Pendergast in such capacity for an initial term of two (2) years, which Employment Agreement

provides for an annual base salary of $ 200,000 , a restricted stock grant under the Company’s Stock Incentive Plan for 200,000 shares

of the Company’s common stock, vesting quarterly on a pro-rata basis over the next eighteen (18) months of continuous

service, and an annual performance bonus of up to 20 % of Mr.

Pendergast’s then-base salary, payable in cash and/or equity,

as determined by Company’s by the Company’s Board of Directors.

SAFE & GREEN HOLDINGS CORP.

1 unchanged sentence

Notes to Condensed Consolidated Financial Statements (Unaudited)

R elated Party Transactions

On December 14, 2023, the Company and Mr.

Galvin entered into the Galvin Note Payable and an additional note payable during the three and nine months ended September 30, 2024 .

See Note 9 – Notes Payable.

Related Party Transactions

As disclosed in Note 8, on December 14, 2023, the Company and

Galvin entered into the Galvin Note Payable.

As of March 31, 2025, the Company has

accrued approximately $ 450,000 for amounts due to Paul Galvin, the former CEO, for deferred salary due to him.

As disclosed in Note 8, in connection with the acquisition of NAHD,

the Company acquired Note J, L and M, which are due to related parties.

As of March 31, 2025, $ 3,416,574 is due to related parties, which are a result of the acquisition of NAHD.

shareholders and related parties paid operating expenses and outstanding bills on behalf of the Olenox, including vendor obligations and

setup-related costs.

These payments were made to support the Olenox’s early-stage operations and reflect the ongoing financial backing

from key stakeholders.

The amounts advanced by related parties are recorded as related party liabilities.

Deconsolidation

As disclosed in Note 2 , during 2024 the Company recognized the effects of the Deconsolidation, Prior to the Deconsolidation, SG DevCorp was consolidated in the Company’s financial statements.

As disclosed in Note 2, during 2024

the Company recognized the effects of the Deconsolidation, Prior to the Deconsolidation, SG DevCorp was consolidated in the Company’s

financial statements.

Upon the Deconsolidation, the Company accounts for its investment in SG DevCorp on the equity method.

The effect of the Deconsolidation resulted in a derecognition of $ 12,274,844 of assets, $ 9,022,017 of liabilities, and $ 1,657,829 in the carrying value of the non-controlling interest in SG DevCorp.

Additionally, upon the Deconsolidation, the Company reduced its previously amount recorded as due from SG DevCorp in the amount of $ 394,329 and recorded an amount of $ 1,717,694 due to SG DevCorp which was previously eliminated in consolidation.

The Company recognized a gain of $ 4,728,348 which resulted from the difference between the fair value of the Company’s investment upon deconsolidation of $ 8,126,350 , and the net assets and carrying value of the non-controlling interest as described above.

of the Deconsolidation resulted in a derecognition of $ 12,274,844 of assets, $ 9,022,017 of liabilities, and $ 1,657,829 in the carrying

value of the non-controlling interest in SG DevCorp.

Additionally, upon the Deconsolidation, the Company reduced its previously amount

recorded as due from SG DevCorp in the amount of $ 394,329 and recorded an amount of $ 1,717,694 due to SG DevCorp which was previously

eliminated in consolidation.

The Company recognized a gain of $ 4,728,348 which resulted from the difference between the fair value of

the Company’s investment upon deconsolidation of $ 8,126,350 , and the net assets and carrying value of the non-controlling interest

as described above.

The gain is included in income (loss) from discontinued operations.

The assets and liabilities of SG DevCorp at the time of Deconsolidation amounted to the following:

The assets and liabilities of SG DevCorp at the

time of Deconsolidation amounted to the following:

Assets held for sale

13 unchanged sentences

Discontinued Operations

As described in Note 2 , prior year financial statements for 2023 have been restated to present the operations of SG DevCorp as a discontinued operation.

The financial results of SG DevCorp are presented as income (loss) from discontinued operations.

The financial results of SG DevCorp are presented as income

(loss) from discontinued operations.

The following table represents the financial results of SG DevCorp:

For the Nine Months Ended September 30, 2024

For the Nine Months Ended September 30, 2023

For the Three Months Ended September 30, 2023

The financial results of SG DevCorp are presented as income

(loss) from discontinued operations.

The following table represents the financial results of SG DevCorp:

Operating Expenses:

3 unchanged sentences

Operating loss

( 1,529,394 )

Other income (expense)

The total income from discontinued operations for the nine months ended September 30, 2024 , is comprised of the following:

$ ( 1,952,335 )

The total income from discontinued

operations for the three months ended March 31, 2024, is comprised of the following:

Gain from Deconsolidation

Net loss from discontinued operations

The following table presents the aggregate carrying amounts of assets and liabilities of discontinued operations of SG DevCorp as of December 31, 2023:

Assets held for sale

Prepaid expenses and other current assets

Total current assets

Property, plant and equipment, net

Project development costs and other non-current assets

Intangible assets, net

Investment in and advances to equity affiliates

Total long-term assets

( 1,952,335 )

Business Combination

On February 2, 2025, the Company entered

into the Merger Agreement with NAHD.

Following the Merger, NAHD and its operating subsidiaries will be indirect, wholly owned subsidiaries

of the Company.

As merger consideration, the Company will issue four million ( 4,000,000 ) shares of Series A non-voting convertible preferred

shares of the Company, par value $ 1.00 (the “Preferred Shares”), to NAHD’s shareholders, with each Preferred Share having

the right to convert into fifteen ( 15 ) shares of common stock of the Company, provided, however, that any such conversion is subject to

the approval by the Company’s common stockholders.

The Merger Agreement contains conditions to the completion of the Merger, including

the filing of the articles of incorporation and/or organization for the merger subsidiaries, and the adoption of board resolutions and/or

sole member resolutions by the merger subsidiaries approving the Merger.

On February 13, 2025, all of the closing conditions to the Merger

Agreement have been satisfied or waived, the Preferred Shares have been issued to NAHD’s shareholders, and the transactions set

forth in the Merger Agreement have been fully completed and closed.

The purchase consideration amounted

to $ 34,569,600 , which is the fair value of the Preferred Shares.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Business Combination (continued)

The following table summarizes the

preliminary allocation of the purchase price to the assets acquired and liabilities assumed for the Merger:

Cash and cash equivalents

Accounts receivable

Oil and gas, on the basis of full cost accounting

Property, plant and equipment

Intangible assets

Project development cost and other assets

Accounts payable and accrued expenses

Short-term notes payable, net

( 1,601,573 )

Due to related parties

( 3,442,828 )

Contract liabilities

Long-term debt

( 3,765,596 )

Total consideration

$ ( 34,569,600 )

As of March 31, 2025, the Company has

not completed its measurement period with respect to the acquisition.

The amounts above represent provisional amounts recorded at this

time and are subject to adjustments once the measurement period has ended.

Below is a proforma condensed consolidated statement of operations

for the three months ended March 31, 2025 and 2024, as if the Company purchased NAHD as of January 1, 2024.

Construction services

Subscription revenue

Cost of revenue:

Construction services

Gross profit (loss)

Operating expenses:

Payroll and related expenses

General and administrative expenses

Marketing and business development expense

Operating loss

( 1,935,178 )

( 1,629,036 )

Other expense:

Interest expense

Change in fair value of equity-based investments

( 3,112,803 )

Loss on disposition of equity-based investment

Interest income

( 4,154,596 )

Loss from continuing operations

( 2,861,149 )

( 5,783,632 )

Income from discontinued operations

$ ( 2,861,149 )

$ ( 3,098,954 )

SAFE & GREEN HOLDINGS CORP.

2 unchanged sentences

Subsequent Events

On October 22, 2024, the Board of Directors (the “Board”) of the Company determined not to renew the Executive Employment Agreement, dated as of January 1, 2017 (the “Employment Agreement”), between the Company and Paul Galvin, the Company’s Chief Executive Officer and, in connection with such determination, delivered a written notice of termination to Mr.

Galvin on October 24, 2024 in accordance with the terms of the Employment Agreement.

Galvin’s employment with the Company as its Chief Executive Officer will terminate effective as of the close of business on December 31, 2024 (the “Effective Date”).

After the Effective Date, Mr.

Galvin is expected to continue to serve as the Chairman of the Company’s Board of Directors.

The Board is conducting a comprehensive search to identify Mr.

Galvin’s successor.

On October 22, 2024, the Company executed and issued a Promissory Note in favor of 1800 Diagonal in the aggregate principal amount of $ 174,000 , and an accompanying Note Purchase Agreement, executed on October 22, 2024.

The note was purchased by for a purchase price of $ 150,000 , representing an original issue discount of $ 24,000 .

A one -time interest charge of twelve percent ( 12 %) will be applied on the issuance on the issuance date to the principal.

Under the terms of the note, beginning on November 15, 2024, the Company is required to make nine ( 9 ) monthly payments of accrued, unpaid interest and outstanding principal, each payment in the amount of $ 21,653 .

During October 2024, 955,000 Pre-Funded Warrants were exercised and the Company issued 955,000 shares of common stock.

On November 6, 2024, the Company entered into an agreement with a single investor that is an existing holder of warrants to purchase shares of common stock of the Company for cash (the “Existing Warrants”), wherein the investor agreed to exercise the Existing Warrants to purchase up 2,758,620 shares of common stock at a reduced exercise price of $ 0.8718 per share, resulting in gross proceeds of approximately $ 2.4 million, before deducting offering fees and other expenses payable by the Company.

In consideration for the exercise of the Existing Warrants for cash, the investor received new warrants (the “New Warrants”) to purchase up to an aggregate of 5,517,240 shares of common stock.

The New Warrants are exercisable after stockholder approval at an exercise price of $ 0.8718 per common share and will expire five years after stockholder approval.

The Company issued and sold the New Warrants and any shares of common stock issuable upon exercise of the New Warrants in reliance on the exemption from the registration requirements of the Securities Act of 1933 , as amended (the “Securities Act”) by virtue of Section 4 (a)( 2 ) thereof and Rule 506 of Regulation D thereunder.

As of November 20, 2024, 1,179,620 of the Existing Warrants were exercised, with the remaining 1,579,000 is abeyance.

On or about November 6, 2024, The Durant Industrial Authority (“DIA”) filed a complaint against the Company and others, seeking unspecified damages for alleged misrepresentations made by the Company to induce DIA to enter into a forgivable promissory note, and alleged fraudulent transfer of real property that the Company purchased from DIA.

The lawsuit was filed as The Durant Industrial Authority v.

SG Blocks, Inc., Safe & Green Holdings Corp.;

SG Echo, LLC;

SGB Development Corp.;

Safe and Green Development Corp.

FKA SGB Development Corp.;

LV Peninsula Holdings, LLC;

Austerra Stable Growth Fund, LP;

Paul Galvin AKA Paul Gavin;

Gerald Sheeran;

David Villarreal;

and Nicolai Brune, Case No.

CJ- 2024 - 249 and commenced in the District Court of Bryan County, State of Oklahoma.

On or about November 13, 2024, the Company was served the summons and complaint.

The Company strongly denies each of the claims set forth in the complaint and will shortly file its answer.

Currently, the Company cannot estimate any potential loss.

On November 21, 2024, the Company received a letter from Nasdaq notifying the Company that since the Company has not yet filed its Form 10-Q for the period ended September 30, 2024, it no longer complies with Nasdaq’s Listing Rules for continued listing.

The Company expects to regain compliance by filing its Form 10-Q for the period ended September 30, 2024, on or about November 26, 2024.

On April 8, 20205 (the

“Effective Date”), the Company entered into an asset purchase agreement (the “Asset Purchase Agreement”) with

County Line Industrial LLC (“County Line”) to acquire all of the assets and operating business of County Line (the “Assets”)

for a purchase price of $ 1,000,000 (the “Purchase Price”).

The acquisition of County Line’s business includes the acquisition

of all of County Line’s existing customers and business pipeline, and the hiring of County Line’s existing employees, and

the hiring of County Line’s sole member, Carter Fields.

Pursuant to the Asset Purchase Agreement, the Company will pay the Purchase Price as follows:

a cash payment in the amount of $ 125,000 due on or before April 15, 2025, a cash payment in the amount of $ 100,000 due on or before May 15, 2025;

a cash payment in the amount of $ 250,000 due on or before July 15, 2025;

and a cash payment in the amount of $ 525,000 due on or before January 31, 2026.

The payments will bear no interest.

In addition to the Purchase Price, the Company shall pay its current payable due to County Line, in the amount of $ 76,000 , on or before May 1, 2025.

County Line shall pay all obligations of its three vehicles for an approximate total amount of $ 92,000 .

The Asset Purchase Agreement contains customary representations and warranties for this type of transaction, including but not limited to, County Line shall deliver all of the Assets free and clear of all liabilities, liens, loans, and encumbrances, and shall ensure that the Assets are in good working condition, subject to normal wear and tear.

The Company shall not assume or be responsible for any of County Line’s liabilities, debts, obligations, whether presently existing or arising thereafter.

County Line and its sole member have agreed to customary restrictive covenants including non-competition, non-circumvention, and non-solicitation for a period of two years.

On April 11, 2025 (the “Issue Date”), the Company executed

and issued a Promissory Note (“Note”) in favor of Generating Alpha Ltd.

(the “Lender”) in the aggregate principal

amount of $ 267,000 (the “Principal”), and an accompanying Securities Purchase Agreement (the “SPA”) and Registration

Rights Agreement (the “RRA”).

The Note was purchased by the Lender for a purchase price of $ 213,600 , representing an original issue discount of $ 53,400 .

The Note shall bear interest at a rate of fifteen percent ( 15 %) per annum, with the understanding that the first twelve months of interest under the Node (equal to $ 40,050 ), shall be guaranteed and earned in full as of the Issue Date.

Any amount of Principal or interest due under the Note which is not paid when due shall bear interest at eighteen percent ( 18 %) per annum (“Default Interest”).

The Company shall make monthly payments on the Note (each an “Amortization Payment”) in the amount of $ 30,705 , due and payable each month commencing on July 4, 2025, and ending on April 6, 2026.

The Company may accelerate the payment date of any Amortization Payment by giving notice to the Lender.

On April 14, 2025, the

Company consummated the previously announced private placement (the “Private Placement”) pursuant to a securities purchase

agreement (the “Purchase Agreement”) with institutional investors (the “Purchasers”) for the purchase and sale

of approximately $ 8 million of shares of the Company’s common stock (the “Common Stock”) and investor warrants at a

price of $ 0.392 per Common Unit.

The entire transaction was priced at the market under Nasdaq rules.

The offering consisted of the sale

of Common Units (or Pre-Funded Units), each consisting of (i) one (1) share of Common Stock or one (1) Pre-Funded Warrant, (ii) one (1)

Series A PIPE Common Warrant to purchase one (1) share of Common Stock per warrant at an exercise price of $ 0.784 (the “Series A

Warrant”) and (iii) one (1) Series B PIPE Common Warrant to purchase one (1) share of Common Stock per warrant at an exercise price

of $ 0.98 (the “Series B Warrant” and together with the Series A Warrant, the “Warrants”).

The initial exercise price of each Series A Warrant is $ 0.784 per share of Common Stock.

The Series A Warrants are exercisable following stockholder approval and expire five (5) years thereafter.

The number of securities issuable under the Series A Warrant is subject to adjustment as described in more detail in the Series A Warrant.

The initial exercise price of each Series B Warrant is $ 0.98 per share of Common Stock or pursuant to an alternative cashless exercise option.

The Series B Warrants are exercisable following stockholder approval and expire two and one-half (2.5) years thereafter.

The number of securities issuable under the Series B Warrant is subject to adjustment as described in the Series B Warrant.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Subsequent Events (continued)

Pre-Funded Warrant is exercisable for one share of Common Stock for $ 0.0001 immediately upon issuance until all of the Pre-Funded Warrants

are exercised in full.

The number of Pre-Funded Warrant Shares are subject to adjustments for stock splits, recapitalizations, and reorganizations.

The shares of Common Stock, shares underlying the Series A Warrants and shares underlying the Series B Warrants are collectively referred

to as the “Securities”.

In connection with the Private Placement, the Company entered into a registration rights agreement with the Purchasers on April 14, 2025 (the “Registration Rights Agreement”), pursuant to which the Company is required to file a registration statement covering the resale of the Securities by April 30, 2025.

Pursuant to the terms of the letter of engagement with D.

Boral Capital LLC (the “Placement Agent”), the Company paid the Placement Agent a placement agent commission equal to 6.0 % of the aggregate gross proceeds from the offering, and an additional 1.0 % for non-accountable expenses.

In addition, the Company agreed to reimburse the placement agent for certain of out-of-pocket expenses, including for reasonable legal fees and disbursements for its counsel.

Additionally, pursuant to the Company’s letter of engagement with Aegis Capital Corp.

(“Aegis”), the Company has agreed to pay Aegis a commission equal to 5.0 % of the aggregate gross proceeds from the offering.

The Purchase Agreement contains customary representations and warranties, indemnification rights, agreements and obligations, conditions to closing and termination provisions.

The offering closed on April 14, 2025.

The net proceeds to the Company from the Offering were approximately $ 6.6 million, after deducting placement agent fees and the payment of other offering expenses associated with the offering that were payable by the Company.

On May 13, 2025, the Company received a notification letter from the

Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”), stating that based on its review of the Company’s

public filings with the Securities and Exchange Commission (the “SEC”), its staff has determined to delist the Company’s

securities pursuant to its discretionary authority under Listing Rule 5101.

Specifically, as set forth in the letter, Nasdaq’s staff

determined that the Company’s issuance of securities pursuant to the securities purchase agreement dated April 14, 2025, particularly

the Series B warrants exercisable on an alternate cashless basis as described in the Company’s prior SEC filings, raises public

interest concerns because the issuance resulted in substantial dilution for its shareholders.

Accordingly, as set forth in the letter,

this matter serves as an additional basis for delisting the Company’s securities from Nasdaq.

The letter served as a formal notification that the Nasdaq Hearings

Panel (the “Panel”) will consider this matter in rendering a determination regarding the Company’s continued listing

Pursuant to Listing Rule 5810(d), the Company should present its views with respect to this additional deficiency at its upcoming

Panel hearing.

As of the date hereof, the Company has submitted an appeal of this determination prior to the appeal deadline of May 20, 2025, and will submit a compliance plan to the Panel in connection with same.

The Company also plans to apply for trading on the OTCQB market maintained by OTC Markets Group Inc.

to address the risk of delisting from Nasdaq in the event of an unfavorable Panel decision.

2025, the Company entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Sherman Oil Company LLC and

its affiliates (“Sherman Oil”), pursuant to which the Company will acquire approximately 1,600 acres of held-by-production

oil leases for oil wells located in Wichita County and Wilbarger County, Texas (the “Assets”) for a purchase price of $ 1,000,000

(the “Purchase Price”).

The purchase of the Assets includes Sherman Oil’s operational equipment of the oil wells.

the Asset Purchase Agreement, the Company will pay the Purchase Price as follows:

$ 250,000 in cash on the closing date, $ 250,000 in cash

within 90 days of the closing date, $ 250,000 in cash within 180 days of the closing date, and $ 250,000 in cash within 240 days of the

closing date.

The payments will bear no interest.

The Asset Purchase

Agreement contains customary representations, warranties, and covenants.

The Asset Purchase Agreement also contain conditions to the completion

of the Merger including the filing of the articles of incorporation and/or organization for the merger subsidiaries, and the adoption

of board resolutions and/or sole member resolutions by the merger subsidiaries approving the Merger.

There are no assurances that the

parties will satisfy all of the conditions to the merger.

2025 (the “Effective Date”), the Company, entered into a non-binding Letter of Intent (the “Letter of Intent”)

with Giant Group America, Inc.

(the “Seller”) to purchase one hundred percent ( 100 %) of the issued and outstanding securities

of Giant Containers Inc., a Delaware Corporation (“Giant”) for a purchase price of $ 3.5 million (the “Purchase Price”),

entitling the Company to full and complete ownership of Giant post-closing (the “Transaction”).

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Subsequent Events (continued)

Price will be paid as follows:

$ 1.75 million to be paid in certified funds at closing, and $ 1.75 million to be paid via delivery of a

promissory note which shall accrue interest at a rate of 5 % per annum, and which shall be paid over a period of 24 months post-closing

in quarterly installments of interest and principal.

The Letter of Intent provides that the parties will make their best efforts to executive

the definitive documents within fifteen (15) days of the Effective Date, and to close the transaction on or before June 15, 2025.

On May 28, 2025, the Company received a court ordered award for approximately

$ 1.157 million to cover attorneys’ fees and costs associated with its litigation against EDI.

The order for attorneys’ fees and costs,

as well as the jury verdict for damages, remain subject to appeal.

2025 the Company entered into a Stock Purchase Agreement (the “ELOC Purchase Agreement”) with Generating Alpha Ltd., a Saint

Kitts and Nevis Company (the “Purchaser”), whereby the Company shall issue and sell to the Purchaser, subject to the terms

and conditions of the ELOC Purchase Agreement, up to an aggregate of $ 100 million (the “Commitment Amount”) of newly issued

shares (the “ELOC Shares”) of the Company’s common stock, par value $ 0.01 per share (the “Common Stock”).

does not have a right to commence any sales of Common Stock to the ELOC Purchaser under the ELOC Purchase Agreement until the time when

all of the conditions to the Company’s right to commence sales of Common Stock to the ELOC Purchaser set forth in the ELOC Purchase

Agreement have been satisfied, including that a registration statement of such shares is declared effective by the SEC and the final form

of prospectus is filed with the SEC (the “Commencement Date”).

Over the period ending on the earlier of May 8, 2026, or the

date on which the Purchaser shall have purchased ELOC Shares pursuant to the ELOC Purchase Agreement for an aggregate purchase price of

the Commitment Amount, the Company will control the timing and amount of any sales of ELOC Shares to the ELOC Purchaser.

of shares of Common Stock to the ELOC Purchaser under the ELOC Purchaser Agreement will depend on a variety of factors to be determined

by the Company from time to time, including, among others, market conditions, the trading price of the Common Stock and determinations

made by the Company as to appropriate sources of funding.

price of the shares of ELOC Shares that the Company elects to sell to the ELOC Purchaser pursuant to the ELOC Purchase Agreement will

be equal to the lowest traded price of Common Stock during the seven (7) trading days prior to the applicable closing date multiplied

2025 (the “Effective Date”), Olenox entered into a Promissory Note (the “Note”) in favor of Prosperity Bank (the

“Lender”) in the aggregate principal amount of $ 2,000,000 (the “Principal”).

The Note evidences a revolving Line

of Credit of Olenox with the Lender.

After all loan processing and origination fees of $ 15,002 , the Borrower received net loan proceeds

of $ 1,984,998 .

The Note is secured by the Company’s Certificate of Deposit held with the Lender with an approximate balance of $ 2,000,000

The Note shall

bear interest at a rate of five percent ( 5 %) per annum.

Interest shall be calculated based on a year of 360 days.

The Note shall be due

in full immediately upon Lender’s demand.

If no demand is made, Borrower will pay all outstanding principal and all accrued unpaid

interest on June 2, 2026.

In addition, the Borrower will pay regular monthly payments of all accrued interest due as of each payment date,

beginning July 2, 2025.

The Borrower may prepay all or a portion of the principal without penalty earlier than it is due.

is 10 days or more late, the Borrower will be charged a late charge 5.00 % of the unpaid portion of the regular payment.

The Lender reserves

a right of setoff in all of the Borrower’s accounts with the Lender (whether checking, savings, or some other account).

authorizes the Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness against any and

all such accounts.

The Note provides for a commercial guaranty by Michael McLaren.

Among others,

the following shall constitute an event of default under the Note (each an “Event of Default”):

if the Borrower fails to make

any payment when due under the Note;

if the Borrower fails to comply with or to perform any other term, obligation, covenant, or condition

contained in the Note or any related documents;

any representation or statement made by the Borrower to the Lender is false or misleading

in any material respect;

a change in ownership of twenty-five percent ( 25 %) or more of the common stock of the Borrower;

or a material

adverse change in the Borrower’s financial condition.

Upon an Event of Default, the interest rate on the Note shall be 18.00 %.

The Note contains

covenants applicable to the Borrower pertaining to the line of credit, including, among others, that the Borrower agrees to:

books and records of its operations (the “Books and Records”) to the need for the line of credit;

permit the Lender or any

of the Lender’s representatives, inspect and/or copy the Books and Records;

and to provide the Lender any documentation requested

which support the reason for making any advance under the line of credit.

Further, the Note provides that the Borrower shall furnish from

time to time to the Lender, upon the Lender’s request, copies of balance sheets of the Borrower, and copies of statements of income

and cash flows of the Borrower.

2025, the Company received a notification letter from the Listing Qualifications Department of Nasdaq, stating that the Company has not

regained compliance with the Rule and Staff has determined that the Company is not eligible for a second 180 day period.

Specifically,

the Company has appealed a Staff Delist Determination of a public interest concern in connection with a securities purchase agreement

that the Company entered into in April 2025.1 Accordingly, this matter serves as an additional basis for delisting the Company’s

securities from The Nasdaq Stock Market.

formal notification that the Nasdaq Hearings Panel (the “Panel”) will consider this matter in rendering a determination regarding

the Company’s continued listing on The Nasdaq Capital Market.

Pursuant to Listing Rule 5810(d), the Company should present its

views with respect to this additional deficiency at its Panel hearing.

If the Company fails to address the aforementioned issue, the

Panel will consider the record as presented at the hearing and will make its determination based upon that information.

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-Q

Item 1. Financial Statements