Amendment to Operating Agreement, by and between the Company and Jacoby Development Inc., dated February 11, 2025

Exhibit 10.1

AMENDMENT TO JDI CUMBERLAND INLET, LLC OPERATING AGREEMENT

This Amendment (this “Amendment”), effective as of the 11^th day of February 2025, to the JDI Cumberland Inlet, LLC Operating Agreement, dated June 24, 2021 (the “Purchase Agreement”), by and between Safe and Green Development Corp., formerly SG Development Corp, a Delaware corporation (the “SG Dev”), Jacoby Development Inc, a Georgia Corporation (the “JDI”. Capitalized terms used herein without definition shall have the meanings assigned in the Operating Agreement.

RECITALS

WHEREAS, SG Dev and JDI are parties to that certain Operating Agreement dated June 24, 2021 (the “Operating Agreement”), which governs their respective rights and obligations with respect to JDI-Cumberland Inlet, LLC (the “Company”); and

WHEREAS, the Operating Agreement includes a provision in Section 8.7 titled “Forced Sale,” granting JDI the right to buy out SG Dev’s ownership interest in the Company under specified terms; and

WHEREAS, SG Dev and JDI wish to amend Section 8.7 of the Operating Agreement to modify the terms and conditions of the Forced Sale provision to align with their mutual understanding and agreement; and

WHEREAS, in connection with this Amendment, SG Dev and JDI have executed a separate Forced Sale Agreement (the “Forced Sale Agreement”), attached hereto as Exhibit A, which outlines the terms of the buyout, including the purchase price, payment terms, and related guarantees; and

WHEREAS, SG Dev and JDI have further executed a Promissory Note, attached hereto as Exhibit B (the “Promissory Note”), under which JDI promises to pay to the order of SG Dev the principal sum of $4,500,000, with terms and conditions including repayment provisions, interest rates, default clauses, and a security interest in 10% of JDI’s shares in the Company as collateral for the repayment of the loan. The security interest shall remain in effect until the loan, including any accrued interest and charges, is fully repaid.

NOW THEREFORE, the parties desire to amend the Operating Agreement as set forth herein to ensure consistency with the Forced Sale Agreement and the Promissory Note and to provide for the enforceability of the terms and conditions outlined therein.

ARTICLES

Section 8.7 of the Purchase Agreement is hereby deleted in its entirety and replaced with the following:

At any time following the funding from SG DEV of its capital contribution through and including the second anniversary of the execution hereof, JDI shall have the right at its discretion to purchase the interest of SG DEV, by (i) returning to SG DEV its $3,000,000 capital contribution and (ii) providing an Annual Internal Rate of Return (IRR) of forty (40%) Percent (i.e. $1,200,000 per year). Provided SG DEV has funded its capital contribution, at any time after second anniversary of the execution hereof, JDI shall have the right at its discretion to purchase the interest of SG DEV by (i) returning to SG DEV its $3,000,000 capital contribution and (ii) providing an Annual Internal Rate of Return (IRR) of seventeen (17%) Percent (i.e. $500,000 per year). The exercise by JDI of the buyout right set forth in this Section 8.7 shall annul SG DEV’s rights and interests in and to the Service Provider agreement with the Company, all of which shall be voided.

2. Severability. The provisions of this Amendment are severable and if any part or it is found to be unenforceable the other paragraphs shall remain fully valid and enforceable.

3. No Other Amendments; Confirmation. All other terms of the Agreement shall remain in full force and effect. The Purchase Agreement, as amended by this Amendment, constitutes the entire agreement between the parties with respect to the subject matter thereof.

4. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but both of which together shall constitute one and the same instrument.

5. Governing Law. This Amendment is made and shall be construed and performed under the laws of the State of Georgia without regard to its choice or conflict of law principles and the parties agree to Delaware as the exclusive venue for any disputes arising hereunder.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the Operating Agreement to be duly executed as of the day and year first above written.

Exhibit A

Forced Sale Agreement

This Forced Sale Agreement (the “Agreement”) is made and entered into on this 11th day of February 2025, (the “Effective Date”) by and between Jacoby Development Inc, a Georgia Corporation (“JDI”), and Safe and Green Development Corporation, a Delaware Corporation (“SG Dev”).

RECITALS

WHEREAS, JDI and SG DevCo are parties to an Operating Agreement dated June 24th, 2021 (the “Operating Agreement”) further amended on January 7th, 2025, which governs their respective rights and obligations in relation to JDI-Cumberland Inlet, LLC (the “Company”); and

WHEREAS, the Operating Agreement includes a provision in Section 8.7 titled “Forced Sale,” granting JDI the right to buyout SG DevCo’s interests in the Company; and

WHEREAS, JDI wishes to exercise its right under Section 8.7 of the Operating Agreement the “Forced Sale” provision.

WHEREAS, the details of the payment will be outlined in Exhibit B hereto, which is a Promissory Note between JDI Cumberland Inlet, LLC and SG Dev, guaranteed by Jacoby Development Inc. and secured by a pledge of 10% of JDI’s shares in JDI Cumberland Inlet, LLC as collateral for the repayment of the loan; and

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

ARTICLES

IN WITNESS WHEREOF, the parties hereto have executed this Forced Sale Agreement as of the Effective Date.

Exhibit B

PROMISSORY NOTE

For value received, the undersigned JDI Cumberland Inlet, LLC (the “Borrower”), at 8200 Roberts Drive, Suite 475, Atlanta, Georgia 30350, promises to pay to the order of Safe and Green Development Corporation (the “Lender”), at 100 Biscayne Boulevard, Suite 1201, Miami, Florida 33132 (or at such other place as the Lender may designate in writing), the sum of $4,500,000 with interest from February 11th, 2025, on the unpaid principal at the rate of 6.5% per annum.

This Note shall have a term of 360 days from the Effective Date (the “Term”). At the end of the Term, the Borrower shall make a balloon payment of the outstanding Principal Amount and accrued interest. The Principal Amount shall bear interest at a rate of ten percent (6.5%) per annum.

THE BORROWER UNDERSTANDS THAT THE PAYMENT OF THE ABOVE PAYMENTS MAY NOT FULLY AMORTIZE THE PRINCIPAL BALANCE OF THE NOTE, AND THEREFORE, A BALLOON PAYMENT SHALL BE DUE ON THE DUE DATE.

All payments on this Note shall be applied first in payment of accrued interest and any remainder in payment of principal.

If any payment is not paid when due, the remaining unpaid principal balance and accrued interest shall become due immediately at the option of the Lender.

The Borrower reserves the right to prepay this Note (in whole or in part) prior to the Due Date with no prepayment penalty.

If any payment obligation under this Note is not paid when due, the Borrower promises to pay all costs of collection, including reasonable attorney fees, whether or not a lawsuit is commenced as part of the collection process.

If any of the following events of default occur, this Note and any other obligations of the Borrower to the Lender, shall become due immediately, without demand or notice:

The Borrower will have the option to extend the Term for an additional 360 days each time, up to three (3) times, at a fee of $45,000.00 per extension (the “Extension Fee”). The Borrower must exercise each option by providing written notice to the Lender at least 30 days prior to the end of the Initial Term.

In consideration for the loan provided by the Lender, the Borrower agrees to pledge 10% of its shares in JDI Cumberland Inlet, LLC as collateral security for the full repayment of the loan, including any accrued interest and charges. This pledge shall remain in effect until the loan is fully satisfied.

Both parties acknowledge and agree that this security interest provision is a material and binding part of the loan agreement and shall be enforceable against the Borrower, its successors, assigns, and legal representatives.

If any one or more of the provisions of this Note are determined to be unenforceable, in whole or in part, for any reason, the remaining provisions shall remain fully operative.

All payments of principal and interest on this Note shall be paid in the legal currency of the United States. The Borrower waives presentment for payment, protest, and notice of protest and demand of this Note.

No delay in enforcing any right of the Lender under this Note, or assignment by Lender of this Note, or failure to accelerate the debt evidenced hereby by reason of default in the payment of a monthly installment or the acceptance of a past-due installment shall be construed as a waiver of the right of Lender to thereafter insist upon strict compliance with the terms of this Note without notice being given to Borrower. All rights of the Lender under this Note are cumulative and may be exercised concurrently or consecutively at the Lender’s option.

This Note shall be construed in accordance with the laws of the State of Georgia.

Jacoby Development Inc., unconditionally guarantees all the obligations of the Borrower under this Note and agrees that any modifications of the terms of payment or extension of time of payment shall in no way impair its guarantee and expressly agrees its guarantee of any modifications or extensions of this Note.

This payment clause constitutes the entire agreement between the Borrower and the Lender regarding the payment terms of the promissory note and supersedes any prior agreements or understandings.

IN WITNESS WHEREOF, this Agreement has been executed and delivered in the manner prescribed by law as of the date first written above.

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