Exhibit 10.1

REAL ESTATE SALES CONTRACT

AGREEMENT OF SALE (this “Agreement”), dated as of January 31, 2024 (“Effective Date”), by and between Safe and Green Development Corp., a Delaware corporation with an address at 990 Biscayne Blvd #501, Office 12 Miami, FL 33132 (hereinafter collectively called “Seller”); and Pigmental, LLC, a Delaware limited liability company, with an address at 800 Florida Avenue NE, Appleby Building, Washington DC 20002 (hereinafter called “Purchaser”).

PRELIMINARY STATEMENT

Seller is the owner of (a) the following parcel of land together with the building(s) and all other improvements erected thereon located in the City of St. Marys, 31^st G. M. District, Camden County, Georgia, to wit, parcels number 3 as more particularly described by metes and bounds legal description on Exhibit A annexed hereto (the “Premises” or “Land”), (b) all tenancies and Leases (as defined hereunder), including the security deposit paid by the tenants thereunder, if any, (c) all rights and appurtenances relating to the Premises (the “Rights”), (d) all rights of way, appendages, appurtenances, easements, sidewalks, alleys, gores or strips of land adjoining or appurtenant to the Land, if any, or any portion thereof and used in conjunction therewith, (e) all development and air rights currently owned and appurtenant to the Land or any portion thereof, (f) all awards or payments made or to be made in lieu of any of the foregoing or any portion thereof and any unpaid award for damage to the Land or any of the Improvements by reason of change of grade or closing of any street, road or avenue, (g) all appurtenant rights, entitlements, licenses, approvals and agreements belonging, benefitting or pertaining to the Land and the development, construction, ownership, use and operation thereof, (h) all fixtures and building systems (excluding furniture, furnishings and business equipment such as computers, printers and copiers) attached or appurtenant to or upon all or any portion of the land and the improvements at the date hereof, including, without limitation, such fire protection, heating, plumbing, electrical and air conditioning systems as now exist thereat, and (i) permits and licenses, if any, held solely for use in connection with all or any portion of the Land and the improvements, all in their then existing condition and state of repair as of the Closing Date, except as otherwise set forth herein.

Seller desires to sell, convey, transfer and assign to Purchaser, and Purchaser desires to acquire from Seller, the Premises, the Rights, and certain other property herein described (all such property intended to be sold, conveyed, transferred or assigned by Seller to Purchaser being herein called the “Property”), subject, nevertheless, to satisfaction of the conditions precedent hereinafter set forth.

NOW, THEREFORE, for and in consideration of the premises, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

ARTICLE 1

SALE OF PROPERTY; PRICE; PAYMENT TERMS

1.1 Sale of Property. Seller hereby agrees to sell, convey, transfer and assign to Purchaser fee simple title to the Premises, and Purchaser hereby agrees to purchase and acquire from Seller, the Property upon the terms and conditions herein contained.

1.2 Price. The aggregate purchase price for the Property is One Million Three Hundred Fifty Thousand Dollars ($1,350,000.00) (the “Purchase Price”).

1.3 Payment Terms.

1.3.1 Deposit. Purchaser has paid to the undersigned Seller one hundred thousand dollars ($1,000) by check, receipt of which is hereby acknowledged by Seller, as an earnest money deposit (“Deposit”), which earnest money is to be applied as part payment of Purchase Price of said Property at the time sale is consummated.

1.3.2 The remaining portion of the Purchase Price, to wit, $1,250,000, shall be paid as follows: (i) $899,000 in cash at Closing and (ii) a promissory note in the amount of $450,000 issued by the Purchaser to Seller, secured by mortgage, the terms and conditions of which are set forth in Exhibits B (the “Note) and C (the “Mortgage”) hereto.

1.4 Should Purchaser fail to pay the balance of the Purchase Price or to execute the necessary instruments within the term of this agreement, or within ten days from receipt of notice that all defects have been cured by Seller, the amount paid as a Deposit shall be permitted to retain the Deposit and may also pursue any other remedy available at law or in equity, including specific performance.

ARTICLE 2

TITLE TO PROPERTY; VIOLATIONS

2.1 Title to Premises. Fee simple title to the Property shall be marketable and insurable at regular rates by a reputable title insurance company selected by Purchaser doing business in the State of Georgia (the “Title Insurer”), subject to (a) standard and customary exceptions, (b) those exceptions to which Purchaser does not object pursuant to Section 2.3, (c) all matters that arise out of actions of Purchaser or its agents, representatives or contractors during due diligence, (d) all matters the Title Insurer is willing to insure over without any additional premium or indemnity from Purchaser, (e) the Title Insurer’s printed coverage exclusions, and (f) such state of facts as would be disclosed by a survey of the Premises conducted by a reputable surveyor selected by Purchaser in its reasonable discretion (collectively, the “Permitted Exceptions”).

2.2 Title Defects. (a) Promptly after Purchaser’s receipt of a copy of this Agreement, executed by Seller, Purchaser shall order a title report and furnish it to Seller within ten (10) days after Purchaser’s receipt, together with a statement (“Objection Notice”) specifying any defects in title and/or the survey which are not Permitted Exceptions (“Defects”), provided that, within seven (7) days after any continuation or update thereof, Purchaser shall have the right to deliver additional Objection Notice within seven (7) days after receipt thereof, provided further that any and all objections to title must be raised within ninety (30) days of the execution hereof. Purchaser agrees that Seller shall have no obligation to remedy such Defects or to incur any cost or expense in connection therewith, provided that Seller is obligated, to pay discharge and remove of record, at its sole cost and expense, at or prior to the Closing Date Security Documents. “Security Documents” shall mean mortgages, deeds of trust, security interests, UCC-1 Financing Statements, assignments of leases or similar instruments or assignments given as security for indebtedness and the liens of unpaid taxes, assessments and water and sewer charges, with interest and penalties, mechanics’ liens, and all judgments and federal, state and municipal tax liens.

(b) If Seller is unable to cure one or more Defects, Seller shall give Purchaser notice to that effect within seven (7) days after Seller’s receipt of an Objection Notice and Purchaser shall have a period of seven (7) days after receipt of Seller’s notice to either (i) waive the Defect and close title without abatement or reduction of Purchase Price, or (ii) terminate this Agreement whereupon the parties shall have no further rights or obligations hereunder, other than rights and obligations specifically set forth herein to survive a termination or expiration of this Agreement. If Purchaser fails to terminate this Agreement by notice given to Seller within such seven (7) day period, Purchaser shall be conclusively deemed to have elected to terminate this Agreement.

2.3 Violations. Seller shall convey the Property free and clear of all notes and notices of violations and all violations of law, regulations, ordinances, orders or requirements of the administrative code and all building, fire, sanitary, environmental, environmental control board, housing and similar laws, codes, rules, statutes and regulations whether or not noted or issued at the date hereof or at the date of the Closing and all violations of the City of St. Marys or County of Camden (collectively, “Violations”) including all interest and penalties thereon. Purchaser agrees to purchase with all Violations subject to receiving a Credit (as defined below) toward the Purchase Price at Closing pursuant to the terms in Section 2.5 below.

ARTICLE 3

REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER

3.1 Representations and Warranties of Seller. As an inducement to Purchaser to enter into this Agreement, Seller represents and warrants to Purchaser that:

(a) Seller warrants that it presently has title to said Property, and at the time the sale is consummated, it agrees to convey good and marketable title to said property to Purchaser by limited warranty deed subject only to (1) zoning ordinances affecting said property, (2) general utility easements of record serving said property, and (3) subdivision restrictions of record.

(b) Seller has the power and authority to enter into this Agreement and to consummate the transactions herein contemplated, and the execution and delivery hereof and the performance by Seller of its obligations hereunder will not violate or constitute an event of default under the terms or provisions of any agreement, document or other instrument to which Seller is a party or by which Seller or the Property is bound;

(c) the execution, delivery and performance of this Agreement by Seller and the consummation of the transactions contemplated hereby in the manner contemplated herein will not violate any provision of law, statute, rule or regulation to which Seller or the Property is subject or violate any judgment, order, writ, injunction or decree of any court applicable to Seller or the Property;

(d) all proceedings required to be taken by or on behalf of Seller to authorize it to make, deliver and carry out the terms of this Agreement have been or will be duly and properly taken and this Agreement is the legal, valid and binding obligation of Seller enforceable in accordance with its terms;

(e) no other consent, authorization, license, permit, registration, approval or exemption is required to be obtained by Seller in connection with the execution and delivery of this Agreement or the performance by Seller of its obligations hereunder;

(f) Seller is not a “foreign person” within the meaning of Section 1445 of the Internal Revenue Code 1986, as amended, or any regulations promulgated thereunder (collectively, the “Code”);

(g) Seller has not entered into, and there do not exist, any leases, rental agreements, licenses, license agreements or other occupancy or similar agreements affecting the Property;

(h) Seller has not received written notice of any pending or threatened condemnation or eminent domain proceedings that would affect the Property;

(i) To the best of Seller’s knowledge, there are no outstanding rights of first refusal, rights of first offer or other options to purchase affecting the Property or any portion thereof held by any party;

(j) There will be no employees of Seller at the Property after the Closing Date. There are no collective bargaining or union agreements or other written employment agreements binding upon Seller or the Property;

(k) There are no service, maintenance, supply or management contracts that will be binding upon Purchaser or the Property after the Closing.;

(l) To the best of Seller’s knowledge, there are no judgments, orders, or decrees of any kind against Seller unpaid (or that will not be unpaid at Closing) or unsatisfied of record, nor any actions, suits or other legal or administrative proceedings pending or, to the best of Seller’s actual knowledge, threatened against Seller or the Property, which would have any material adverse effect on the ability of Seller to consummate the transactions contemplated by this Agreement other than the current Tenant Litigation (as defined under Section 3.5 hereunder);

(m) To the best of Seller’s knowledge, there are no brokerage fees or leasing commissions due or to become due in connection with any leases, and Seller is not a party to any written agreement regarding the payment of any brokerage fees or leasing commissions regarding future leases, the procuring of future tenants at the Property or any renewal, extension or expansion of any Lease;

(n) There are no proceedings pending for the reduction of the assessed valuation of the Property, or any portion thereof. Seller shall not commence or settle any such proceeding except upon the advice of tax counsel and with the prior written consent of Purchaser, which consent shall not be unreasonably withheld or delayed. Any settlement and/or award made in connection with any such proceeding shall be prorated between the parties based on the date of Closing;

(o) To the best of Seller’s knowledge, Seller has not received notice from any source that the Property is in violation of Environmental Laws or that Hazardous Materials are present on, above or beneath the Land (or any parcel in proximity thereto) or in any water on or under the Property;

(p) To the best of Seller’s knowledge, there are no claims for labor performed, materials furnished or services rendered in connection with the construction, improvement or repair of the Property, as applicable, caused by Seller and which remain unpaid beyond the date on which payment was due and for which liens may or could be filed against any of the Property;

(q) To the best of Seller’s knowledge, Seller has received no written notice of any special assessments against the Property which are not yet due or payable; and

(r) There is no arbitration or litigation existing or threatened that would have an adverse effect on the transactions contemplated by this Agreement or which affect Seller or the Property.

3.2 Survival of Seller’s Representations and Warranties. The representations and warranties contained in Section 3.1 are true and accurate as of the date hereof, shall be deemed to be repeated at and as of the Closing Date and shall be true and accurate as of such date. The representations and warranties in Section 3.1 shall survive the closing of title.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF PURCHASER

4.1 Representations and Warranties. As an inducement to Seller to enter into this Agreement, Purchaser represents and warrants that:

(a) Purchaser is a limited liability company duly organized and validly existing under the laws of the State of Delaware, is qualified to do business in the State of Georgia, is in good standing, has the power and authority to enter into this Agreement and to consummate the transactions herein contemplated and the execution and delivery hereof and the performance by Purchaser of its obligations hereunder will not violate or constitute an event of default under the terms or provisions of any agreement, document or other instrument to which Purchaser is a party or by which it is bound;

(b) the execution, delivery and performance of this Agreement by Purchaser and the consummation of the transactions contemplated hereby in the manner contemplated herein will not violate any provision of law, statute, rule or regulation to which Purchaser is subject or violate any judgment, order, writ, injunction or decree of any court applicable to Purchaser;

(c) no consent, authorization, license, permit, registration or approval of, or exemption or other action by, any governmental or public body, commission or authority is required in connection with the execution, delivery and performance by Purchaser of this Agreement;

(d) Purchaser has the present financial ability to consummate this transaction.

ARTICLE 5

INVESTIGATIONS, INSPECTIONS AND REVIEWS.

5.1 Purchaser shall have 30 days after the execution hereof to complete any investigations, inspections, and reviews (the “Due Diligence Period”). Seller shall have water, gas and electricity turned on and serving the Property for the Purchaser’s inspections, and through the date of possession or Closing, whichever occurs first.

5.2. Purchaser, at Purchaser’s expense, shall have the right to enter upon the Property, together with Purchaser’s representative(s), independent contractor(s) and/or any other person Purchaser deems qualified, to conduct any and all investigations, inspections, tests, studies and reviews. Purchaser assumes all responsibility for its acts, and the acts of its agents or representatives in exercising Purchaser’s rights under this paragraph and agrees to hold Seller harmless from any damages resulting therefrom. Purchaser’s investigations, inspections and reviews may include, but may not be limited to, the following:

(i) Flood, Storm Water Run-off, Storm Sewer Back-up or Water History

(ii) Environmental Risks, including, but not limited to soil, air, water, hydrocarbon, chemical, carbon, asbestos, mold, radon gas and lead-based paint

(iii) Roof. Structural members, roof decking, coverings and related components

(iv) Structural Inspection

(v) Use of Property. Property use restrictions, building restrictions, easements, restrictive covenants, zoning ordinances and regulations

(vi) Square Footage/Acreage. Purchaser shall not rely on any quoted square footage and/or acreage and shall have the right to measure the Property

(viii) Electrical systems, and

(ix) HVAC units.

ARTICLE 6

CLOSING DATE AND DELIVERY OF DOCUMENTS

6.1 Closing Date.

(a) The closing of this transaction shall occur no later than April 30, 2024 (“Closing Date”), TIME BEING OF THE ESSENCE. The closing shall be conducted through escrow with First American Title Company. Upon the closing, possession of the Property, shall be delivered to Purchaser in the condition required by this Agreement.

6.2. Subject to Purchaser’s inspection and due diligence rights, Seller shall retain possession of the premises until the time of closing.

6.3 Real estate taxes and property owner’s association assessments on the property shall be prorated as of the date of closing.

6.4. At closing, Purchaser shall pay the following:

a. State of Georgia transfer tax;

b. All costs, fees and charges to have the closing attorney search title and prepare: (a) the limited warranty deed; (b) owner’s affidavits; (c) Purchaser’s power of attorney; and (d) all promissory notes, deeds to secure debt and other loan documents required by any lender providing financing in the transaction; and

c. All closing costs, contract preparation costs, tax service charges, recording costs, courier fees, overnight delivery fees, document preparation fees, underwriting fees, delivery, copying and handling charges, and all other costs, fees, charges and amounts to otherwise close this transaction except as they relate to the clearance of title encumbrances and/or defects necessary for Seller to be able to convey good and marketable title to the property.

6.5. At closing, Seller shall pay the following:

a. All sums, costs, charges, and fees necessary to clear title encumbrances and/or defects to allow Seller to be able to convey good and marketable and insurable title to the Property;

b. Any extra costs, fees, and charges resulting from Seller not being able to attend the closing in person; and

c. The cost to prepare the survey of the property, the cost to search title to the property and the cost to issue Purchaser’s owner’s title insurance policy.

6.6. Closing and title examination shall be conducted by First American Title Company.

ARTICLE 7

MISCELLANEOUS PROVISIONS

7.1. Seller and Purchaser agree that such papers as may be necessary to carry out the terms of this contract shall be executed and delivered by such parties at the time the sale is consummated.

7.2 All notices required herein or required by law shall be in writing and sent by certified or registered mail to the other party at the address of such party listed below.

If to Seller:

Safe and Green Development Corp.

990 Biscayne Blvd.

Miami, Florida 33132

Attn.: Nicolai Brune: nbrune@sgdevco.com

With a copy to:

Steven Soulios

Ruta Soulios & Stratis LLP

22 West 21^st Street, 4^th Floor

New York, New York, 10010

ssoulios@lawnynj.com

If to Purchaser:

c/o Kevin Mills Esq

8840 W Wilshire Blvd

Beverly Hills, CA 90211 

With a copy to:

Marina Martins

XXXXXXXXXXXX

XXXXXXXXXXXX

7.3. Seller warrants that when the sale is consummated the improvements on the property will be in the same condition as they are on the date this contract is signed by the Seller, natural wear and tear excepted. However, should the Premises be destroyed or substantially damaged before the sale is consummated, then at the election of the Purchaser: (a) the contract may be cancelled; or (b) Purchaser may close the sale and receive such insurance as is paid on the claim of loss. The election is to be exercised within 10 days after Purchaser has been notified in writing by Seller of the amount of the insurance proceeds, if any, Seller will receive on the claim of loss. If Purchaser has not been notified within 45 days after the occurrence of such damage or destruction, Purchaser may at his option cancel the contract.

7.4. Time is of the essence of this contract.

7.5 This contract shall inure to the benefit of, and be binding upon, the parties hereto, their heirs, successors, administrators, executors, and assigns. All references herein to the singular shall include the plural, and the masculine includes the feminine and the neuter.

7.6. This contract constitutes the sole and entire agreement between the parties hereto and no modification of this contract shall be binding unless attached hereto and signed by all parties to this agreement. No representation, promise, or inducement not included in this contract shall be binding upon any party hereto.

IN WITNESS WHEREOF, the parties have hereunto set their hands and affixed their seals this 31st day of January, 2024 (date of last signature).

[ SIGNATURE PAGE FOLLOWS ON NEXT PAGE ]

Exhibit “A”

EXHIBIT B

PROMISSORY NOTE
(SECURED)

On this 31 day of January, 2024, Pigmental, LLC (“Borrower”), a ________________ limited liability company with a principal place of business located at 800 Florida Avenue NE, Appleby Building, Washington DC 20002 promises to pay to Safe and Green Development Corp., a Delaware Corp. (“Lender”) with a principal place of business located at 990 Biscayne Blvd., Miami, Florida 33132, the principal sum of Four Hundred Fifty Thousand Dollars ($450,000.00), with interest accruing on the unpaid balance at a rate of ten percent (10%) per annum in accordance with O.C.G.A. 7-4-2 (Interest and Usury) of the Georgia Statutes.

☐ - NO INSTALLMENTS. Payment in full of principal and interest accrued shall be payable on the due date.

☐ - INSTALLMENTS of principal and interest in the amount of ________________________ Dollars ($__________________)

X - INTEREST ONLY PAYMENTS on the outstanding principal balance in the monthly amount of three thousand seven hundred fifty ($3,750) dollars.

If installments or interest only payments are checked above, such installment payment shall be due and payable on the (check the applicable box)

X - 1^st day of every month beginning on the 1^st day of May, 2024.

☐ - Every week beginning on the ____ day of ____________________, 20___.

That certain real the property located at 31st G. M. District, parcel 3, City of St. Marys, GA 31558 and with the following legal description: ALL THAT CERTAIN TRACT OR PARCEL OF LAND LYING AND BEING IN THE CITY OF ST. MARYS, 29th G.M. DISTRICT, CAMDEN COUNTY, GEORGIA, BEING A PORTION OF THOSE LANDS FORMERLY KNOWN AS ST. MARYS AIRPORT, NOW OR FORMERLY OWNED BY CITY OF ST. MARYS (ACCORDING TO DEED RECORDED IN DEED BOOK 1049, PAGE 381, PUBLIC RECORDS OF SAID COUNTY) AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: FOR A POINT OF REFERENCE COMMENCE AT A POINT ON THE SOUTHWESTERLY RIGHT-OF-WAY LINE OF DOUGLAS DRIVE (AN 80 FOOT RIGHT-OF-WAY), SAID POINT BEING THE EASTERLY CORNER OF LOT 7, MINCHEW SUBDIVISION (ACCORDING TO PLAT RECORDED IN PLAT BOOK 7, PAGE 26,PUBLIC RECORDS OF SAID COUNTY) AND RUN THENCE SOUTH 38°-44’-38” EAST ALONG SAID SOUTHWESTERLY RIGHT-OF-WAY LINE, A DISTANCE OF 35.15 FEET TO A POINT OF CURVATURE; RUN THENCE IN A SOUTHEASTERLY DIRECTION ALONG THE ARC OF A CURVE IN LAST MENTIONED SOUTHWESTERLY RIGHT-OF-WAY LINE, SAID CURVE BEING CONCAVE TO THE NORTHEAST AND HAVING A RADIUS OF 430.25 FEET, A CHORD DISTANCE OF 295.60 FEET TO THE POINT OF TANGENCY, THE BEARING OF THE AFOREMENTIONED CHORD BEING SOUTH 58°-50’-08” EAST; RUN THENCE SOUTH 75°-06’-42” EAST ALONG THE SOUTHERLY RIGHT-OF-WAY OF SAID DOUGLAS DRIVE, A DISTANCE OF 150.27 FEET TO A POINT OF CURVATURE; RUN THENCE IN A SOUTHEASTERLY DIRECTION ALONG THE ARC OF A CURVE IN LAST MENTIONED SOUTHERLY RIGHT-OF-WAY LINE, SAID CURVE BEING CONCAVE TO THE SOUTHWEST, HAVING A RADIUS OF 776.54 FEET, A CHORD DISTANCE OF 307.61 FEET TO A POINT OF REVERSE CURVATURE, THE BEARING OF THE AFOREMENTIONED CHORD BEING SOUTH 67°-30’-11” EAST; RUN THENCE IN A SOUTHEASTERLY DIRECTION ALONG THE ARC OF A CURVE IN AFOREMENTIONED SOUTHWESTERLY RIGHT-OF-WAY LINE OF DOUGLAS DRIVE, SAID CURVE BEING CONCAVE TO THE NORTHEAST, HAVING A RADIUS OF 646.07 FEET, A CHORD DISTANCE OF 75.34 FEET TO THE NORTHWESTERLY CORNER OF LOT 10, ST. MARYS INDUSTRIAL PARK, NORTH SITE REPLAT (ACCORDING TO PLAT RECORDED IN PLAT DRAWER 21, MAP 25, PUBLIC RECORDS OF SAID COUNTY) THE BEARING OF THE AFOREMENTIONED CHORD BEING SOUTH 59°-25’-18” EAST; RUN THENCE SOUTH 54°-23’-56” EAST ALONG THE SOUTHWESTERLY LINE OF SAID LOT 10, A DISTANCE OF 249.81 FEET TO THE POINT OF BEGINNING. FROM THE POINT OF BEGINNING THUS DESCRIBED RUN THENCE SOUTH 54°-23’-56” EAST ALONG LAST MENTIONED SOUTHWESTERLY LINE, A DISTANCE OF 1807.58 FEET TO A POINT; RUN THENCE SOUTH 35°-39’-01” WEST, A DISTANCE OF 663.03 FEET TO A POINT; RUN THENCE SOUTH 80°-39’-01” WEST, A DISTANCE OF 106.07 FEET TO A POINT; RUN THENCE NORTH 54°-20’-59“WEST, A DISTANCE OF 1542.50 FEET TO A POINT OF CURVATURE; RUN THENCE IN A NORTHERLY DIRECTION ALONG THE ARC OF A CURVE, SAID CURVE BEING CONCAVE TO THE EAST, HAVING A RADIUS OF 140.00 FEET, A CHORD DISTANCE OF 197.99 FEET TO THE POINT OF TANGENCY, THE BEARING OF THE AFOREMENTIONED CHORD BEING NORTH 09°-20’-59” WEST; RUN THENCE NORTH 35°-39’-01” EAST, A DISTANCE OF 408.46 FEET TO A POINT OF CURVATURE; RUN THENCE IN A NORTHEASTERLY DIRECTION ALONG THE ARC OF A CURVE, SAID CURVE BEING CONCAVE TO THE NORTHWEST, HAVING A RADIUS OF 360.00 FEET, A CHORD DISTANCE OF 152.90 FEET TO THE POINT OF TANGENCY, THE BEARING OF THE AFOREMENTIONED CHORD BEING NORTH 23°-23’-22” EAST; RUN THENCE NORTH 11°-07’-42” EAST, A DISTANCE OF 42.42 FEET TO THE POINT OF BEGINNING. THE LAND THUS DESCRIBED CONTAINS 29.66 ACRES, MORE OR LESS, AND IS SUBJECT TO ANY EASEMENTS OF RECORD THAT MAY LIE WITHIN. (the “Property”).

IN WITNESS WHEREOF, the parties have hereunto set their hands and affixed their seals this ___31__day of January , 2024.

EXHIBIT C

This Mortgage Deed (this “Mortgage”) is made as of this 31 day of January, 20 2024 (the “Effective Date”) by and among/between:

Borrower(s):                PIGMENTAL, LLC                , located at 800 Florida Avenue NE, Appleby Building, Washington DC 20002 (collectively, the “Borrower”) and

Lender(s):                SAFE AND GREEN DEVELPOMENT CORP               , located at                990 Biscayne Blvd., Miami, Florida 33132                (collectively, the “Lender”).

WHEREAS, the Borrower and the Lender (☐ and _________________ , acting as guarantor) entered into a: (Check one)

dated           January         , 20          in the sum of $ 450,000.00 (the “Principal Amount”), together with interest of 10.00% thereon computed on the outstanding balance (the “Note”); and

WHEREAS, to secure the performance of all the terms, covenants, agreements, conditions and obligations of the Note and this Mortgage, the Borrower wishes to grant to the Lender its rights, title and interest to the property located at G. M. District, parcel 3, City of St. Marys, GA 3 [Property address] and with the following legal description: SEE ATTACHED DESCRIPTION                                                                                  (the “Property”).

NOW THEREFORE, in consideration of the loan for the Principal Amount plus interest made by the Lender to the Borrower, the Borrower and the Lender hereby agree as follows:

1. Grant. The Borrower hereby grants and conveys to the Lender all rights, title and interest to the Property, including all buildings, improvements and fixtures now and hereafter existing thereon, as security for the repayment of the Note and the performance of the covenants and agreements set forth in this Mortgage.

2. Payment. The Borrower promises to pay the Principal Amount and interest pursuant to the terms and conditions of the Note and this Mortgage, and any other reasonable charges or additional amounts set out in or secured by the Note and this Mortgage.

3. Senior Mortgages. No superior mortgage or the note secured by it will be modified without the consent of the Lender hereunder.

4.  Tax and Insurance. If the holder of a senior mortgage does not establish a fund for the payment of insurance, property taxes, and any other such charges which may or may not become a lien against the Property, when they become due, the Borrower will be required to pay, in addition to and included with each periodic payment due under the Note secured by this Mortgage, a payment sufficient to provide a fund from which the same can be paid by the Lender when due.

5.  Rights of Lender. In the event that Borrower fails to carry out the covenants and agreements set forth in this Mortgage, the Lender may do and pay for whatever is necessary to protect the value of and the Lender's rights in the Property, and any amounts so paid shall be added to the Principal Amount due to the Lender hereunder.

6. Assigned Rents. (Check one)

☐ As additional security hereunder, the Borrower hereby assigns to the Lender any rents on the Property received by the Borrower, and upon default such rents may be collected without the necessity of making entry upon the Property.

☑  Not applicable. The Borrower does NOT collect rent from the Property.

7.  Acceleration upon Default. In the event that any condition of this Mortgage shall be in default for more than    14    days, the entire outstanding balance of the Principal Amount and any interest due thereon shall become immediately due and payable at the option of the Lender. The Lender shall be entitled to collect all costs and expenses, including reasonable attorney's fees incurred.

8. Power of Sale. (Check one)

☑  In the event of default under this Mortgage, the Lender may at its option foreclose and force a sale of the Property without a judicial proceeding.

☐ In the event of default under this Mortgage, the Lender may NOT foreclose and force a sale of the Property without a judicial proceeding.

9.  Security Interest. This Mortgage is also security for all other direct and contingent liabilities of the Borrower to the Lender that are due or become due and whether now existing or hereafter contracted.

10. Property Insurance. The Borrower will keep the Property insured against loss by fire, earthquakes, floods, hazards included within the term “extended coverage,” and any other hazards for which the Lender requires insurance. The insurance amounts (including deductible levels) and periods and the insurance carrier shall be subject to the Lender’s approval.

11. Repair and Maintenance. The Borrower shall not commit waste or permit others to commit actual, permissive or constructive waste on the Property. The Borrower shall maintain the Property and shall not allow the Property to deteriorate or decrease in value due to its condition. If the Property is damaged, the Borrower shall promptly repair the Property to avoid further deterioration or damage, unless repair or restoration is not economically feasible.

12. Mortgage Insurance. (Check one)

☐ The Borrower shall maintain mortgage insurance protecting the Lender against the nonpayment of, or default on, the Note as required by the Lender. Nothing in this Section shall affect the Borrower’s obligation to make payments on the Principal Amount and interest as required under the Note.

☑  Not applicable. The Borrower is NOT required to maintain mortgage insurance.

13. Borrower Covenants. The Borrower further covenants and warrants to the Lender that the Borrower is the legal owner of and has the right to grant and convey the Property and that the Property is free and clear of all encumbrances except for encumbrances of record.

14. Ownership Transfer. (Check one)

☐ In the event that the Borrower transfers ownership, be it either legal or equitable, or any security interest in the Property, whether voluntarily or involuntarily, the Lender may at its option declare the entire debt due and payable.

☐ In the event that the Borrower transfers ownership, the Lender may NOT declare the entire debt due and payable.

15. Assignment.

Borrower (Check one)

☐  The Borrower may assign all or any portion of this Agreement with written notice to the Lender.

☑  The Borrower shall NOT assign this Agreement, in whole or in part, without the written consent of the Lender.

Lender (Check one)

☑  The Lender may assign all or any portion of this Agreement with written notice to the Borrower.

☐  The Lender shall NOT assign this Agreement, in whole or in part, without the written consent of the Borrower.

16. No Waiver. No party shall be deemed to have waived any provision of this Mortgage or the exercise of any rights held under this Mortgage unless such waiver is made expressly and in writing. Waiver by any party of a breach or violation of any provision of this Mortgage shall not constitute a waiver of any other subsequent breach or violation.

17. Discharge. Upon payment in full by the Borrower of the Note and all other instruments secured by this Mortgage, this Mortgage shall be terminated, and the Lender shall provide the Borrower the appropriate notice of termination.

18. Notices. All notices must be in writing and shall be delivered in person, sent by overnight courier service or sent via certified or registered mail to the address stated above.

19. Severability. If any provision of this Mortgage is held to be invalid, illegal or unenforceable in whole or in part, the remaining provisions shall not be affected and shall continue to be valid, legal and enforceable as though the invalid, illegal or unenforceable parts had not been in this Mortgage.

20. Governing Law. This Mortgage shall be governed by and construed in accordance with the laws of the State of Georgia, without giving effect to the conflict of laws principles thereof.

SIGNATURES