Exhibit 10.4


 


PLACEMENT
AGENCY AGREEMENT


 


November
12, 2019


 


ThinkEquity,
a division of Fordham Financial Management, Inc.


17
State Street, 22nd Floor New York, NY 10004


 


Ladies
and Gentlemen:


 


Subject
to the terms and conditions herein (this “Agreement”) and the Transaction Documents (defined below), SG Blocks,
Inc., a Delaware corporation (the “Company”), hereby agrees to sell a senior secured convertible promissory
debenture in the aggregate principal amount of $480,770.00 (including $105,770.00 of original issue discount) in the form attached
as Exhibit A (the “Debenture”), directly to one or more investors (each, an “Investor”
and, collectively, the “Investors”) through ThinkEquity, a division of Fordham Financial Management, Inc. (the
“Placement Agent”), as placement agent. The Securities (as defined herein) shall be offered and sold pursuant
to Section 4(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”). The documents executed
and delivered by the Company and the Investors in connection with the Offering (as defined below), including, without limitation,
a securities purchase agreement (the “Purchase Agreement”), the Debenture and a security agreement shall be
collectively referred to herein as the “Transaction Documents.” The Purchase Price to the Investors for the
Debenture is $375,000. The Placement Agent may retain other brokers or dealers to act as sub-agents or selected-dealers on its
behalf in connection with the Offering (as defined below). The Debenture and the shares of Common Stock issuable upon conversion
of the Debenture (the “Conversion Shares”) are hereafter referred to as the “Securities”).


 


The
Company hereby confirms its agreement with the Placement Agent as follows:


 


Section
1.          Agreement to Act as Placement
Agent.


 


(a)        
On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and
conditions of this Agreement, the Placement Agent shall be the exclusive Placement Agent in connection with the offering and sale
by the Company of the Securities pursuant to Section 4(a)(2) under the Securities Act, with the terms of such offering (the “Offering”)
to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The
Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee
of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will
the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the
Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s
agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer
to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities and may reject any such
offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the
Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs,
a “Closing Date”). As compensation for services rendered, on each Closing Date, the Company shall pay to the
Placement Agent the fees and expenses set forth below:


 


(i)
A cash fee equal to 9% of the gross proceeds received by the Company from the sale of the Securities at the Closing of the Offering
to Investors; provided, however, the cash fee shall be reduced to 4.5% on any purchase by NCLLC.


 






    


     


    

 


(ii)
The Company also agrees to pay to the Placement Agent $15,000 for out-of-pocket expenses, including the reasonable fees and expenses
of Placement Agent’s counsel and due diligence analysis; provided, however, that in the event that the Offering
is terminated, the Company agrees to reimburse the Placement Agent pursuant to Section 6 hereof.


 


(b)        
The Company hereby agrees to issue to the Placement Agent (and/or its designees) on the Closing Date, upon payment of $100.00
by the Placement Agent on the Closing Date, warrants (“Placement Agent’s Warrants”) to purchase that
number of shares of Common Stock equal to 9% of the aggregate number of Conversion Shares placed in the Offering;1
provided, however, that the Placement Agent agrees to reduce the Placement Agent’s Warrants to 4.5% on any purchase by NCLLC.
The exercise price of the Placement Agent’s Warrants shall be 110% of the price of the Company’s Common Stock on the
Closing Date. The Placement Agent’s Warrant agreement, shall be exercisable, in whole or in part, commencing on the six
(6) month anniversary of the issuance date and shall be exercisable for a period of five years. In the event that there is not
an effective registration statement permitting for the resale of the shares underlying the Placement Agent’s Warrants, the
Placement Agent Warrant’s shall be exercisable cashlessly. The Placement Agent’s Warrant Agreement and the shares
of Common Stock issuable upon exercise thereof (the “Warrant Shares”) are hereinafter referred to together
as the “Placement Agent’s Securities.” The Placement Agent agrees that it will not sell, transfer, assign,
pledge or hypothecate the Placement Agent’s Warrant Agreement, or any portion thereof, or be the subject of any hedging,
short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for
a period of one hundred eighty (180) days following the Closing Date to anyone other than (i) a selected dealer in connection
with the Offering, or (ii) a bona fide officer or partner of the Placement Agent or selected dealer; and only if any such transferee
agrees to the foregoing lock-up restrictions. Delivery of the Placement Agent’s Warrant Agreement shall be made on the Closing
Date and shall be issued in the name or names and in such authorized denominations as the Placement Agent may request.


 


(c)        
The term of the Placement Agent’s exclusive engagement will be until the completion of the Offering (the “Exclusive
Term”); provided, however, that a party hereto may terminate the engagement with respect to itself at
any time upon fifteen (15) days written notice to the other parties (provided that no such notice may be given until January 26,
2020 except in the case of termination for cause). Notwithstanding anything to the contrary contained herein, the provisions concerning
confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the indemnification
provisions will survive any expiration or termination of this Agreement, and the Company’s obligation to pay fees actually
earned and payable and to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof and which are permitted
to be reimbursed under FINRA Rules, will survive any expiration or termination of this Agreement. Nothing in this Agreement shall
be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage
in investment banking, financial advisory or any other business relationship with Persons (as defined herein) other than the Company.
As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated
association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or
other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or
more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed
under Rule 405 under the Securities Act.


 


 


 









1
The placement agent warrant will be for 108,086 shares based on the current deal documents.




 






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Section
2.          Representations and Warranties.
The Company represents and warrants to the Placement Agent, as of the date hereof and as of the Closing Date, all of the representations,
warranties and agreements of the Company that were made by the Company to the Buyers (as defined in the Purchase Agreement) in
Section 3 of the Purchase Agreement are true and correct with the same force and effect as of the date hereof and as of the Closing
Date as if made on the date hereof and each Closing Date, and that such representations and warranties set forth in Section 3
thereof are hereby incorporated by reference herein. The Company agrees to all of the agreements and covenants in Section 4 of
the Purchase Agreement with respect to the Placement Agent and that such agreements and covenants set forth in Section 4 thereof
are incorporated by reference herein. In addition to the foregoing, the Company represents and warrants to the Placement Agent
that:


 


(a)        
the Company has full right, power and authority to enter into this Agreement, to issue the Placement Agent’s Warrants and
to perform all of its obligations hereunder and consummate the transactions contemplated hereby and thereby; (ii) this Agreement
and the Placement Agent’s Warrant each has been duly authorized and executed and constitutes a legal, valid and binding
agreement of such party enforceable in accordance with its terms; (iii) the execution and delivery of this Agreement and the Placement
Agent’s Warrants and the consummation of the transactions contemplated hereby and thereby (including without limitation,
the issuance of the Warrants and the issuance and reservation for issuance of the Warrant Shares issuable upon exercise thereof)
have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its
Board of Directors, or its shareholders is required; (iv) the execution and delivery of this Agreement and the Placement Agent’s
Warrants and the consummation of the transactions contemplated hereby and thereby does not conflict with or result in a breach
of (x) the Company’s certificate of incorporation or by-laws or other charter documents, (y) any agreement to which the
Company is a party or by which any of its property or assets is bound or (z) any of the other items described in Section 3(e)
of the Purchase Agreement.


 


(b)        
All disclosure provided by the Company to the Placement Agent regarding the Company, its business and the transactions contemplated
hereby, taken together with all reports, schedules, forms, statements and other documents required to be filed by it with the
Securities and Exchange Commission (the “Commission”) pursuant to the reporting requirements of the Exchange
Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules
thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to
herein as the “SEC Filings”), is true and correct in all material aspects and does not contain any untrue statement
of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of
the circumstances under which they were made, not misleading. To the best of the Company’s knowledge and belief, other than the
current capital raising (of which this Agreement forms part), no event or circumstance has occurred or information exists with
respect to the Company or its business, properties, prospects, operations or financial conditions, which, under the applicable
laws, rules or regulations of the Commission, requires public disclosure or announcement by the Company but which has not been
so publicly announced or disclosed.


 


(c)        
The Company has not taken and will not take any action, directly or indirectly, so as to cause the Offering to fail to be entitled
to rely upon the exemption from registration afforded by Section 4(a)(2) of the Securities Act. In effecting the Offering, the
Company agrees to comply in all material respects with applicable provisions of the Securities Act and any regulations thereunder
and any applicable laws, rules, regulations and requirements (including, without limitation, all U.S. state law and all national,
provincial, city or other legal requirements).


 






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(d)        
Issuance of Placement Agent’s Warrant and Warrant Shares. The Warrant Shares are duly authorized and reserved for
issuance and, upon exercise of the Placement Agent’s Warrants in accordance with its respective terms, will be validly issued,
fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall
not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability
upon the holder thereof.


 


Section
3.          Delivery and Payment.
Each Closing shall occur at the offices of Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, 11th Floor,
New York, New York 10105 (or at such other place as shall be agreed upon by the Placement Agent and the Company) (“Placement
Agent Counsel”). Subject to the terms and conditions hereof, at each Closing payment of the purchase price for the Securities
sold on such Closing Date shall be made by Federal Funds wire transfer, against delivery of such Securities, and such Securities
shall be registered in such name or names and shall be in such denominations, as the Placement Agent may request at least one
(1) business day before the time of purchase.


 


Deliveries
of the documents with respect to the purchase of the Securities, if any, shall be made at the offices of Placement Agent Counsel.
All actions taken at a Closing shall be deemed to have occurred simultaneously.


 


Section
4.          Covenants and Agreements
of the Company. The Company further covenants and agrees with the Placement Agent as follows:


 


(a)        
Blue Sky Compliance. The Company will cooperate with the Placement Agent and the Investors in endeavoring to qualify the
Securities for sale under the securities laws of such jurisdictions (United States and foreign) as the Placement Agent and the
Investors may reasonably request and will make such applications, file such documents, and furnish such information as may be
reasonably required for that purpose, provided the Company shall not be required to qualify as a foreign corporation or to file
a general consent to service of process in any jurisdiction where it is not now so qualified or required to file such a consent,
and provided further that the Company shall not be required to produce any new disclosure document other than the Transaction
Documents. The Company will, from time to time, prepare and file such statements, reports and other documents as are or may be
required to continue such qualifications in effect for so long a period as the Placement Agent may reasonably request for distribution
of the Securities. The Company will advise the Placement Agent promptly of the suspension of the qualification or registration
of (or any such exemption relating to) the Securities for offering, sale or trading in any jurisdiction or any initiation or threat
of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration
or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.


 






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(b)        
Amendments and Supplements to the Transaction Documents and Other Matters. The Company will comply with the Securities
Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations
of the Commission thereunder, so as to permit the completion of the distribution of the Securities as contemplated in this Agreement
and the Transaction Documents. If, prior to the termination of the Offering, any event shall occur as a result of which, in the
judgment of the Company or in the opinion of the Placement Agent or counsel for the Placement Agent, it becomes necessary to amend
or supplement the Transaction Documents in order to make the statements therein, in the light of the circumstances under which
they were made, as the case may be, not misleading, or if it is necessary at any time to amend or supplement the Transaction Documents,
the Company will promptly prepare and furnish at its own expense to the Placement Agent and to dealers, an appropriate amendment
or supplement to the Transaction Documents that is necessary in order to make the statements therein as so amended or supplemented,
in the light of the circumstances under which they were made, as the case may be, not misleading, or so that the Transaction Documents,
as so amended or supplemented, will comply with law. Before amending or supplementing Transaction Documents in connection with
the Offering, the Company will furnish the Placement Agent with a copy of such proposed amendment or supplement and will disseminate
any such amendment or supplement to which the Placement Agent reasonably objects.


 


(c)        
Copies of any Amendments and Supplements to the Transaction Documents. The Company will furnish the Placement Agent, without
charge, during the period beginning on the date hereof and ending on the later of the last Closing Date of the Offering, as many
copies of the Transaction Documents and any amendments and supplements thereto as the Placement Agent may reasonably request.


 


(d)        
Reservation of Securities. The Company shall maintain a reserve from its duly authorized shares of Common Stock a sufficient
number of shares of Common Stock for issuance pursuant to the full exercise of the Placement Agent’s Warrant.


 


(e)        
Transfer Agent. The Company will maintain, at its expense, a registrar and transfer agent for the Common Stock.


 


(f)
Registration of Securities; Exchange Approval. The Common Stock is registered under the Exchange Act and, as of the Closing
Date, the Conversion Shares and Warrant Shares shall be listed and admitted and authorized for trading on the Nasdaq Capital Market
(the “Trading Market”) or other applicable U.S. national exchange and satisfactory evidence of such action
shall have been provided to the Placement Agent. For a period of three (3) years, the Company shall take no action designed to,
or likely to have the effect of terminating the registration of the Common Stock under the Exchange Act or delisting or suspending
from trading the Common Stock from the Trading Market or other applicable U.S. national exchange and the Company has not received
any information suggesting that the Commission or the Trading Market or other U.S. applicable national exchange is contemplating
terminating such registration or listing.


 


(g)        
Additional Documents. The Company will enter into any subscription, purchase or other customary agreements as the
Placement Agent or the Investors reasonably deem necessary or appropriate to consummate the Offering, all of which will be in
form and substance reasonably acceptable to the Placement Agent and the Investors. The Company agrees that the Placement Agent
may rely upon, and each is a third party beneficiary of, the representations and warranties, and applicable covenants, set forth
in any such purchase, subscription or other agreement with Investors in the Offering.


 


(h)        
No Manipulation of Price.  The Company will not take, directly or indirectly, any action designed to cause
or result in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the
price of any securities of the Company.


 


(i)
Acknowledgment. The Company acknowledges that any advice given by the Placement Agent to the Company is solely for the
benefit and use of the Board of Directors of the Company and may not be used, reproduced, disseminated, quoted or referred to,
without the Placement Agent’s prior written consent.


 






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Section
5.          Conditions of the Obligations
of the Placement Agent. The obligations of the Placement Agent hereunder shall be subject to the accuracy of the representations
and warranties on the part of the Company set forth in Section 2 hereof, in each case as of the date hereof and as of each Closing
Date as though then made, to the timely performance by each of the Company of its covenants and other obligations hereunder on
and as of such dates, and to each of the following additional conditions:


 


(a)        
No Untrue Statements. The Placement Agent shall not have discovered and disclosed to the Company on or prior to the Closing
Date that the SEC Filings contains an untrue statement of a fact which, in the opinion of Placement Agent’s Counsel, is
material or omits to state any fact which, in the opinion of such counsel, is material and is required to be stated therein
or is necessary to make the statements therein not misleading..


 


(b)        
Compliance with Regulatory Requirements. No order having the effect of ceasing or suspending the distribution of the Securities
or any other securities of the Company shall have been issued by any securities commission, securities regulatory authority or
stock exchange and no proceedings for that purpose shall have been instituted or shall be pending or, to the knowledge of the
Company, contemplated by any securities commission, securities regulatory authority or stock exchange.


 


(c)        
Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Transaction
Documents, and the registration or exemption therefrom, sale and delivery of the Securities, shall have been completed or resolved
in a manner reasonably satisfactory to the Placement Agent Counsel, and such counsel shall have been furnished with such papers
and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.


 


(d)        
No Material Adverse Change. Subsequent to the execution and delivery of this Agreement and prior to each Closing Date,
in the Placement Agent’s sole judgment after consultation with the Company, there shall not have occurred any Material Adverse
Effect (as defined in the Purchase Agreement).


 


(e)        
Secretary’s Certificate. At the Closing Date, the Placement Agent shall have received a certificate of the Company
signed by the Secretary of the Company, dated the Closing Date certifying: (i) that each of the Company’s charter and bylaws
is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s
Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy
and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of
the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.


 


(f)
Officer’s Certificate. The Placement Agent shall have received on each Closing Date a certificate of the Company,
dated as of such Closing Date, signed by the Chief Executive Officer and Chief Financial Officer of the Company, to the effect
that, and the Placement Agent shall be satisfied that, the signers of such certificate have reviewed this Agreement and the Transaction
Documents and to the further effect that:


 


(g)        
Stock Exchange Listing. The Common Stock shall be registered under the Exchange Act and shall be listed on the Trading
Market, and the Company shall not have taken any action designed to terminate, or likely to have the effect of terminating, the
registration of the Common Stock under the Exchange Act or delisting or suspending from trading the Common Stock from the Trading
Market, nor shall the Company have received any information suggesting that the Commission or the Trading Market is contemplating
terminating such registration or listing.


 






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(h)        
Placement Agent’s Warrant Agreements. On or before the Closing Date, the Placement Agent shall have received executed
copies of the Placement Agent’s Warrant Agreements, provided the Company has received the Placement Agent’s designees
for such Warrant Agreements at least two (2) business days prior to Closing Date.


 


(i)
Additional Documents. On or before each Closing Date, the Placement Agent and counsel for the Placement Agent shall have
received such information and documents as they may reasonably require for the purposes of enabling them to pass upon the issuance
and sale of the Securities as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties,
or the satisfaction of any of the conditions or agreements, herein contained.


 


If
any condition specified in this Section 5 is not satisfied when and as required to be satisfied, this Agreement may be terminated
by the Placement Agent by notice to the Company at any time on or prior to a Closing Date, which termination shall be without
liability on the part of any party to any other party, except that Section 6 (Payment of Expenses), Section 7 (Indemnification
and Contribution) and Section 8 (Representations and Indemnities to Survive Delivery) shall at all times be effective and shall
survive such termination.


 


Section
6.          Payment of Expenses.
The Company agrees to pay all costs, fees and expenses incurred by the Company in connection with the performance of its obligations
hereunder and in connection with the transactions contemplated hereby, including, without limitation: (i) all expenses incident
to the issuance, delivery and qualification of the Securities (including all printing and engraving costs); (ii) all fees and
expenses of the registrar and transfer agent of the Common Stock; (iii) all necessary issue, transfer and other stamp taxes in
connection with the issuance and sale of the Securities; (iv) all fees and expenses of the Company’s counsel, independent
public or certified public accountants and other advisors; (v) all costs and expenses incurred in connection with the preparation,
printing, filing, shipping and distribution of the Transaction Documents, and all amendments and supplements thereto, and this
Agreement; (vi) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company or the Placement Agent
in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part
of the Securities for offer and sale under the state securities or blue sky laws or the securities laws of any other country;
(vii) the fees and expenses associated with including the Securities on the Trading Market; and (viii) the fees and expenses of
the Placement Agent’s due diligence and legal counsel not to exceed $15,000; provided, however, if the Engagement
Agreement (as defined herein) between the Company and the Placement Agent is terminated without an offering then such amount shall
not exceed $15,000.


 






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Section
7.          Indemnification and Contribution.


 


(a)
The Company agrees to indemnify and hold harmless the Placement Agent, its Affiliates and each person controlling the Placement
Agent (within the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the Placement
Agent, its Affiliates and each such controlling person (the Placement Agent, and each such entity or person, an “Indemnified
Person”) from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively,
the “Liabilities”), and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable
fees and expenses of one counsel for all Indemnified Persons, except as otherwise expressly provided herein) (collectively, the
“Expenses”) as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending
any Actions, whether or not any Indemnified Person is a party thereto, (i) caused by, or arising out of or in connection with,
any untrue statement or alleged untrue statement of a material fact contained in any Transaction Document or by any omission or
alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading (other than untrue statements or alleged untrue statements in, or omissions or alleged omissions
from, information relating to an Indemnified Person furnished in writing by or on behalf of such Indemnified Person expressly
for use in the Transaction Documents) or (ii) otherwise arising out of or in connection with advice or services rendered or to
be rendered by any Indemnified Person pursuant to this Agreement, the transactions contemplated thereby or any Indemnified Person’s
actions or inactions in connection with any such advice, services or transactions; provided, however, that, the
Company shall not be responsible for any Liabilities or Expenses of any Indemnified Person that are finally judicially determined
to have resulted solely from such Indemnified Person’s (x) gross negligence or willful misconduct in connection with any of the
advice, actions, inactions or services referred to above or (y) use of any offering materials or information concerning the Company
in connection with the offer or sale of the Securities in the Offering which were not authorized for such use by the Company and
which use constitutes gross negligence or willful misconduct. The Company also agrees to reimburse each Indemnified Person for
all Expenses as they are incurred in connection with enforcing such Indemnified Person’s rights under this Agreement.


 


(b)    Upon
receipt by an Indemnified Person of actual notice of an Action against such Indemnified Person with respect to which indemnity
may be sought under this Agreement, such Indemnified Person shall promptly notify the Company in writing; provided that failure
by any Indemnified Person so to notify the Company shall not relieve the Company from any liability which the Company may have
on account of this indemnity or otherwise to such Indemnified Person, except to the extent the Company shall have been prejudiced
by such failure. The Company shall, if requested by the Placement Agent, assume the defense of any such Action including the employment
of counsel reasonably satisfactory to the Placement Agent, which counsel may also be counsel to the Company. Any Indemnified Person
shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses
of such counsel shall be at the expense of such Indemnified Person unless: (i) the Company has failed promptly to assume the defense
and employ counsel or (ii) the named parties to any such Action (including any impeded parties) include such Indemnified Person
and the Company, and such Indemnified Person shall have been advised in the reasonable opinion of counsel that there is an actual
conflict of interest that prevents the counsel selected by the Company from representing both the Company (or another client of
such counsel) and any Indemnified Person; provided that the Company shall not in such event be responsible hereunder for the fees
and expenses of more than one firm of separate counsel for all Indemnified Persons in connection with any Action or related Actions
(as defined herein), in addition to any local counsel. The Company shall not be liable for any settlement of any Action effected
without its written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior
written consent of the Placement Agent (which shall not be unreasonably withheld), settle, compromise or consent to the entry
of any judgment in or otherwise seek to terminate any pending or threatened Action in respect of which indemnification or contribution
may be sought hereunder (whether or not such Indemnified Person is a party thereto) unless such settlement, compromise, consent
or termination includes an unconditional release of each Indemnified Person from all Liabilities arising out of such Action for
which indemnification or contribution may be sought hereunder. The indemnification required hereby shall be made by periodic payments
of the amount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred
and is due and payable. “Action” means any action, suit, inquiry, notice of violation, proceeding or investigation
affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or
administrative agency or regulatory authority (federal, state, county, local or foreign).


 






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(c)    In
the event that the foregoing indemnity is unavailable to an Indemnified Person other than in accordance with this Agreement, the
Company shall contribute to the Liabilities and Expenses paid or payable by such Indemnified Person in such proportion as is appropriate
to reflect (i) the relative benefits to the Company, on the one hand, and to the Placement Agent and any other Indemnified Person,
on the other hand, of the matters contemplated by this Agreement or (ii) if the allocation provided by the immediately preceding
clause is not permitted by applicable law, not only such relative benefits but also the relative fault of the Company, on the
one hand, and the Placement Agent and any other Indemnified Person, on the other hand, in connection with the matters as to which
such Liabilities or Expenses relate, as well as any other relevant equitable considerations; provided that in no event shall the
Company contribute less than the amount necessary to ensure that all Indemnified Persons, in the aggregate, are not liable for
any Liabilities and Expenses in excess of the amount of fees actually received by the Placement Agent pursuant to this Agreement.
For purposes of this paragraph, the relative benefits to the Company, on the one hand, and to the Placement Agent on the other
hand, of the matters contemplated by this Agreement shall be deemed to be in the same proportion as (a) the total value paid or
contemplated to be paid to or received or contemplated to be received by the Company in the transaction or transactions that are
within the scope of this Agreement, whether or not any such transaction is consummated, bears to (b) the fees paid to the Placement
Agent under this Agreement. Notwithstanding the above, no person guilty of fraudulent misrepresentation within the meaning of
Section 11(f) of the Securities Act, as amended, shall be entitled to contribution from a party who was not guilty of fraudulent
misrepresentation.


 


(d)    The
Company also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise)
to the Company for or in connection with advice or services rendered or to be rendered by any Indemnified Person pursuant to this
Agreement, the transactions contemplated thereby or any Indemnified Person’s actions or inactions in connection with any such
advice, services or transactions except for Liabilities (and related Expenses) of the Company that are finally judicially determined
to have resulted solely from such Indemnified Person’s gross negligence or willful misconduct in connection with any such advice,
actions, inactions or services.


 


(e)    The
reimbursement, indemnity and contribution obligations of the Company set forth herein shall apply to any modification of this
Agreement and shall remain in full force and effect regardless of any termination of, or the completion of any Indemnified Person’s
services under or in connection with, this Agreement.


 


Section
8.          Representations and Indemnities
to Survive Delivery. The respective indemnities, agreements, representations, warranties and other statements of the Company
or any person controlling the Company, of its officers, and of the Placement Agent set forth in or made pursuant to this Agreement
will remain in full force and effect, regardless of any investigation made by or on behalf of the Placement Agent, the Company,
or any of its or their partners, officers or directors or any controlling person, as the case may be, and will survive delivery
of and payment for the Securities sold hereunder and any termination of this Agreement. A successor to the Placement Agent, or
to the Company, its directors or officers or any person controlling the Company, shall be entitled to the benefits of the indemnity,
contribution and reimbursement agreements contained in this Agreement.


 






    9


     


    

 


Section
9.          Notices. All communications
hereunder shall be in writing and shall be mailed, hand delivered or telecopied and confirmed to the parties hereto as follows:


 


If
to the Placement Agent to:


 


ThinkEquity


17
State Street, 22nd Floor


New
York, NY 10004


Attn:
Mr. Eric Lord, Head of Investment Banking


Fax:
(212) 349-2550


Email:
notices@think-equity.com


 


With
a copy to: 


 


Ellenoff
Grossman & Schole LLP


1345
Avenue of the Americas, 11th Floor


New
York, New York 10105


Attention:
Barry I. Grossman, Esq.


 


If
to the Company:


 


SG
Blocks, Inc.


195
Montague Street, 14th Floor


Brooklyn,
NY 11201


Telephone:
646-240-4235


Attention:
Paul M. Galvin, CEO


E-mail:
pgalvin@sgblocks.com


with
a copy (for informational purposes only) to:


 


Gracin
& Marlow, LLP


The
Chrysler Building


405
Lexington Avenue, 26th Floor

New York, NY 101174


Facsimile:
(212) 907-6457


Attention:
Leslie Marlow, Esq.


 


Any
party hereto may change the address for receipt of communications by giving written notice to the others.


 


Section
10.        Intentionally omitted.


 


Section
11.        Successors. This Agreement will inure to
the benefit of and be binding upon the parties hereto, and to the benefit of the employees, officers and directors and controlling
persons referred to in Section 7 hereof, and to their respective successors, and personal representative, and no other person
will have any right or obligation hereunder.


 






    10


     


    

 


Section
12.        Partial Unenforceability. The invalidity
or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of
any other section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined
to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary
to make it valid and enforceable.


 


Section
13.        Governing Law Provisions. This Agreement
shall be deemed to have been made and delivered in New York City and both this Agreement and the transactions contemplated hereby
shall be governed as to validity, interpretation, construction, effect and in all other respects by the internal laws of the State
of New York, without regard to the conflict of laws principles thereof. Each of the Placement Agent and the Company: (i) agrees
that any legal suit, action or proceeding arising out of or relating to this Agreement and/or the transactions contemplated hereby
shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the
Southern District of New York, (ii) waives any objection which it may have or hereafter to the venue of any such suit, action
or proceeding, and (iii) irrevocably consents to the jurisdiction of the New York Supreme Court, County of New York, and the United
States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Placement Agent
and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit,
action or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern
District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address
shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service
of process upon the Placement Agent mailed by certified mail to the Placement Agent’s address shall be deemed in every respect
effective service process upon the Placement Agent, in any such suit, action or proceeding. Notwithstanding any provision of this
Agreement to the contrary, the Company agrees that neither the Placement Agent nor its Affiliates, and the respective officers,
directors, employees, agents and representatives of the Placement Agent, its Affiliates and each other person, if any, controlling
the Placement Agent or any of its Affiliates, shall have any liability (whether direct or indirect, in contract or tort or otherwise)
to the Company for or in connection with the engagement and transaction described herein except for any such liability for losses,
claims, damages or liabilities incurred by us that are finally judicially determined to have resulted from the bad faith or gross
negligence of such individuals or entities. If either party shall commence an action or proceeding to enforce any provision of
this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable
attorney’s fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action
or proceeding.


 


Section
14.        General Provisions.


 


(a)    This
Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous
oral agreements, understandings and negotiations with respect to the subject matter hereof. Notwithstanding anything herein to
the contrary, the Engagement Agreement, dated October 28, 2019 (the “Engagement Agreement”), between the Company
and the Placement Agent shall continue to be effective and the terms therein shall continue to survive and be enforceable by the
in accordance with its terms, provided that, in the event of a conflict between the terms of the Engagement Agreement and this
Agreement, the terms of this Agreement shall prevail shall continue to be effective and the terms therein shall continue to survive
and be enforceable by the Placement Agent in accordance with its terms. This Agreement may be executed in two or more counterparts,
each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express
or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein
are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement.


 






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(b)    The
Company acknowledges that in connection with the offering of the Securities: (i) the Placement Agent has acted at arms length,
are not agents of, and owe no fiduciary duties to the Company or any other person, (ii) the Placement Agent owes the Company only
those duties and obligations set forth in this Agreement and (iii) the Placement Agent may have interests that differ from those
of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Placement
Agent arising from an alleged breach of fiduciary duty in connection with the offering of the Securities.


 


Section
15.        Fee Tail. The Placement Agent shall be entitled
to the cash fees and Placement Agent’s Warrants calculated in the manner described in Section 1 hereto with respect to any
private or public offering or other financing or capital raising transaction of any kind consummated within 12 months period of
the termination or expiration of this Agreement with an investor whom the Placement Agent has, directly or indirectly, introduced
to the Company during the term of this Agreement.


 


[The
remainder of this page has been intentionally left blank.]


 




    12


     


    

 


If
the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with
all counterparts hereof, shall become a binding agreement in accordance with its terms.


 





	 	Very truly yours,
	 	 	 
	 	SG BLOCKS, INC.
	 	a Delaware corporation
	 	 	 
	 	By:	/s/
Paul M. Galvin
	 	 	Name:
Paul M. Galvin
	 	 	Title:
Chief Executive Officer



 


The
foregoing Placement Agency Agreement is hereby confirmed and accepted as of the date first above written.


 





	THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC.
	 	 	 
	By:	/s/
Eric Lord	  
	 	Name:
Eric Lord	 
	 	Title:
Head of Investment Banking	 



 


 


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