Exhibit 4.12

PROMISSORY NOTE

This Promissory Note (this “Note”) is made and entered into as of March 1, 2024, by and between Safe and Green Development Corporation, a Delaware corporation, with offices located at 100 Biscayne Boulevard, Suite 1201, Miami, Florida 33132 (the “Borrower”), and the Bryan Leighton Revocable Trust dated December 13, 2023 (the “Lender”). The Borrower and the Lender may be referred to collectively as the “Parties” or individually as a “Party.”

RECITALS

WHEREAS, the Borrower and the Lender entered into a credit agreement on March 1, 2024 (the “Original Credit Agreement”), pursuant to which the Lender provided a line of credit facility in the principal amount of up to Two Hundred Fifty Thousand Dollars ($250,000.00), a copy of which is attached hereto as Exhibit A;

WHEREAS, the Parties subsequently executed a First Credit Extension Agreement dated October 21, 2024, extending the maturity date and modifying certain terms of the Original Credit Agreement, a copy of which is attached hereto as Exhibit B; and

WHEREAS, the Parties thereafter executed a Second Credit Extension Amendment dated January 29, 2025, which further extended the maturity date and modified the payment terms, a copy of which is attached hereto as Exhibit C (collectively with the Original Credit Agreement and the First Credit Extension Agreement, the “Prior Agreements”);

WHEREAS, the Borrower has not paid off the outstanding balance under the Prior Agreements, and as of May 1, 2025, the total principal remains Two Hundred Fifty Thousand Dollars ($250,000.00), with accrued interest at a rate of fourteen percent (14.00%) per annum from January 29, 2025, through May 1, 2025, in the amount of Eight Thousand Nine Hundred Seventeen Dollars and Eighty-One Cents ($8,917.81), resulting in an aggregate outstanding obligation of Two Hundred Fifty-Eight Thousand Nine Hundred Seventeen Dollars and Eighty-One Cents ($258,917.81);

WHEREAS, following the execution of the aforementioned extensions, the Borrower and Lender have agreed to add an additional Fifteen Thousand Dollars ($15,000.00) to the total remaining balance owed under this Note, bringing the final principal amount due under this Promissory Note to Two Hundred Seventy-Three Thousand Nine Hundred Seventeen Dollars and Eighty-One Cents ($273,917.81) as further detailed in the interest calculation schedule attached hereto as Exhibit D;

WHEREAS, this Promissory Note supersedes and replaces in full the Original Credit Agreement and all extensions and amendments thereto, including those attached hereto as Exhibits A, B, and C, which shall be of no further force or effect;

WHEREAS, the Parties now desire to consolidate the remaining outstanding obligations under the Prior Agreements into a single, binding Promissory Note on the terms set forth herein;

WHEREAS, the Parties further agree that payment under this Promissory Note shall be due upon the earlier of (i) the completion of a capital raise by the Borrower in an amount equal to or greater than Four Million Dollars ($4,000,000.00), or (ii) October 28^th, 2025;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

If to the Borrower:

Safe and Green Development Corporation

100 Biscayne Boulevard, Suite 1201

Miami, Florida 33132

If to the Lender:

Bryan Leighton Revocable Trust dated December 13, 2023

4773 Hampton Ct.

Oldsmar FL, 34677

bryan.edward.leighton@gmail.com

IN WITNESS WHEREOF, the Parties have executed this Promissory Note as of the date first written above.

Exhibit A

Credit Agreement dated March 1, 2024

Credit Agreement (ORIGINAL)

This Agreement is made and entered into on March 1^st, 2024 (the “Effective Date”), between the BRYAN LEIGHTON REVOCABLE TRUST DATED DECEMBER 13, 2023 (the “Lender”) and Safe and Green Development Corporation (the “Company”).

The Lender shall provide the Company with a line of credit facility (the “Line of Credit”).up to the maximum amount of $250,000, representing the maximum aggregate principal amount of the advances of funds from the Line of Credit (each an “Advance”) that may be outstanding at any time under the Line of Credit (the “Principal Indebtedness”), from which Company may draw down, at any time and from time to time during the period from and including the Effective Date through the day immediately preceding the Maturity Date (as defined below). Within the limits of time and amount set forth herein, the Company may borrow, repay and reborrow under this Line of Credit.

The Maturity Date shall mean the six-month anniversary of the Effective Date. At any time prior to the Maturity Date upon mutual written consent of the Company and the Lender, the Maturity Date may be extended for up to an additional six-month period, in which case the “Maturity Date” shall mean such later date as is agreed upon by the parties.

The advanced and unpaid principal of the Line of Credit from time to time outstanding will bear interest at a fixed rate per annum equal to 12.0% (the “Fixed Rate”). Interest on the Principal Indebtedness and other sums payable hereunder will be computed on the basis of a year of 365 days and paid for the actual number of days elapsed.

On the first day of each month, the Company will pay to the Lender interest, in arrears, on the aggregate outstanding Principal Indebtedness of the Line of Credit at the Fixed Rate.

The entire Principal Indebtedness of the Line of Credit and any accrued interest thereon shall be due and payable on the Maturity Date (as the same may be extended as herein provided).

The Company may prepay, in whole or in part, the Principal Indebtedness of the Line of Credit, and all interest accrued on any outstanding Advances at any time prior to the Maturity Date, without the prior written consent of Lender and without payment of any premium or penalty.

Subject to the approval of the Company’s Board of Directors, in consideration for the Amendment of the Line of Credit, the Company will issue $125,000 of SGD restricted common stock (the “Shares”) to Lender. The number of shares issuable will be calculated as of closing price of the Company’s common stock on Nasdaq on the Effective Date. Lender is an “accredited Lender” within the meaning of Regulation D promulgated under the Securities Act of 1933, as amended. The Lender has such knowledge and experience in financial, tax and business matters that the Lender is capable of evaluating the merits and risks of its acquisition of the Shares.

This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties. Except as otherwise agreed in writing, the Company may not transfer, assign or delegate any of its duties or obligations hereunder and the Lender shall not sell, assign or otherwise transfer any of its rights or obligations hereunder.

No modification hereof or any agreement referred to herein shall be binding or enforceable unless in writing and signed by the Lender and the Company.

This agreement and all matters relating hereto will be governed by the laws of the State of Florida without giving effect to principles of conflicts of laws.

This Agreement shall be signed by on behalf of the BRYAN LEIGHTON REVOCABLE TRUST DATED DECEMBER 13, 2023, and by Safe and Green Development Corporation. The Agreement is effective as of March 1^st, 2024.

Safe and Green Development Corporation

Exhibit B

Credit Extension Agreement dated October 21^st, 2024

Credit Extension Agreement

This CREDIT EXTENSION AGREEMENT (“Extension”) is dated as of October 21^st, 2024 (the “Effective Date”), by and between Safe and Green Development Corporation, located at 100 Biscayne Boulevard, Suite 1201, Miami, Florida 33132 (“the “Company””), and Bryan Leighton Revocable TRUST DATED 13 DECEMBER 2023 (“the “Lender””), (collectively, the “Parties”).

RECITALS

WHEREAS, the Parties entered into a Credit Agreement on March 1^st, 2024 (the “Original Contract”).

WHEREAS, the Parties hereby agree to extend the term of the Original Contract in accordance with the terms of the Original Contract as well as the terms provided herein.

NOW THEREFORE, in consideration of the mutual covenants contained herein, each of the “Company” and the “Lender” mutually covenant and agree as follows:

AGREEMENT

This Agreement shall be signed on behalf of Safe and Green Development Corporation by Nicolai A. Brune, its Chief Financial Officer, and on behalf of Bryan Leighton Revocable TRUST DATED 13 DECEMBER 2023 by Bryan Leighton, its Trustee.

Exhibit C 

Credit Extension Amendment dated January 29, 2025

Credit Extension Amendment

This CREDIT EXTENSION AMENDMENT (the “Amendment”) is dated as of January ___^st, 2025 (the “Effective Date”), by and between Safe and Green Development Corporation, located at 100 Biscayne Boulevard, Suite 1201, Miami, Florida 33132 (“the “Company””), and Bryan Leighton Revocable TRUST DATED 13 DECEMBER 2023 (“the “Lender””),

(collectively, the “Parties”).

RECITALS

WHEREAS, the Parties entered into a Credit Agreement on March 1^st, 2024 (the “Original Contract”).

WHEREAS, the parties entered into a Credit Extension Agreement on October 21^st, 2024 (the “Extension”); and

WHEREAS, the Parties hereby agree to amend the term of the Extension in accordance with the terms of the Original Contract as well as the terms provided herein.

NOW THEREFORE, in consideration of the mutual covenants contained herein, each of the “Company” and the “Lender” mutually covenant and agree as follows:

AGREEMENT

This Agreement shall be signed on behalf of Safe and Green Development Corporation by Nicolai A. Brune, its Chief Financial Officer, and on behalf of Bryan Leighton Revocable TRUST DATED 13 DECEMBER 2023 by Bryan Leighton, its Trustee.

Exhibit D

Loan Interest Calculations

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