Side Letter Agreement to Membership Interest Purchase Agreement by Safe and Green Development Corp., Majestic World Holdings LLC, and Sellers Representative (February 7, 2024)
This side letter agreement, dated February 7, 2024, is between Safe and Green Development Corp., Majestic World Holdings LLC, and the Sellers Representative. It clarifies that all stock consideration under their Membership Interest Purchase Agreement was fully issued and delivered to the sellers as of the closing date, and no further stock will be provided. The agreement confirms the parties' understanding and finalizes the stock issuance terms related to the purchase.
Exhibit 10.2
Side Letter
Dated as of February 7, 2024
Majestic World Holdings LLC
XXXXXXXXXX
Matthew A. Barstow
Email: ***@***
Matthew A. Barstow
XXXXXXXXXX
Email: ***@***
Safe and Green Development Corp.
990 Biscayne Boulevard
Miami, FL 33132
Attention: David Villarreal
Email: ***@***
Gentlemen:
Reference is made to that certain Membership Interest Purchase Agreement (the “Agreement”), executed as of February 7, 2024 (the “Closing Date”), by and among Safe and Green Development Corp., a Delaware corporation (the “Buyer”), the members listed on Exhibit A attached hereto (the “Members”) of Majestic World Holdings LLC, a Wyoming limited liability company (the “Company” and, collectively with the Members, the “Sellers,” and Matthew A. Barstow, an individual (the “Sellers Representative”). Capitalized terms not otherwise defined in this letter shall have the meanings assigned to them in the Agreement.
The Buyer, Company and Sellers Representative, on behalf of the Sellers, acknowledge and agree that, notwithstanding Section 2.2(i) of the Agreement, 100% of the Stock Consideration was intended to have been, and was, issued and delivered by Buyer to Sellers as of the Closing Date, all in accordance with Exhibit A to the Agreement, and no additional Stock Consideration shall be issued and delivered to Sellers hereafter.
[Signatures on the Following Page]
The foregoing is acknowledged, confirmed and agreed to:
| SAFE AND GREEN DEVELOPMENT CORP. | ||
| By: | /s/ David Villarreal | |
| Name: | David Villarreal | |
| Title: | CEO | |
| MAJESTIC WORLD HOLDINGS LLC | ||
| By: | /s/ Matthew A. Barstow | |
| Name: | Matthew A. Barstow | |
| Title: | Chief Executive Officer | |
| SELLERS | ||
| By: | /s/ Matthew A. Barstow | |
| Name: | Matthew A. Barstow, as | |
| Sellers Representative | ||
