Exhibit 4.1


 





Execution Copy




 


NEITHER THIS DEBENTURE NOR THE SECURITIES
INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION
OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.


 


SG
BLOCKS, INC.


 


SENIOR SECURED CONVERTIBLE DEBENTURE


 





	Original Issue Date: November 12, 2019	 	
Principal Amount $480,770
	 	 	Purchase Price: $375,000



 


FOR VALUE RECEIVED,
SG Blocks, Inc., a Delaware corporation (the “Company”), hereby promises to pay to the order of RedDiamond Partners,
LLC or its registered assigns (the “Holder”) the amount set out above as the Principal Amount (as reduced pursuant
to the terms hereof, the “Principal”) when due, whether upon the Maturity Date (as defined below), acceleration,
or otherwise (in each case in accordance with the terms hereof) and to pay interest (“Interest”) on any outstanding
Principal at the applicable Interest Rate from the date of an Event of Default (as defined below) until the same becomes due and
payable, upon acceleration conversion or otherwise (in each case in accordance with the terms hereof). This Senior Secured Convertible
Debenture (including all debentures issued in exchange, transfer or replacement hereof, this “Debenture”) was
issued pursuant to the Securities Purchase Agreement dated November 12, 2019 (the “Securities Purchase Agreement”)
between the Company and the Holder. Certain capitalized terms used herein are defined in Section 16.


 


(1) GENERAL
TERMS


 


(a) Maturity
Date. The “Maturity Date” shall be March 1, 2020.


 


(b) Interest
Rate and Payment of Interest. Interest shall accrue on the outstanding Principal balance hereof from and after an Event of
Default at an annual rate equal to 24% (“Interest Rate”). Interest shall be calculated on the basis of a 365-day
year and the actual number of days elapsed, to the extent permitted by applicable law.


 


(c) Redemption.
The Company at its option shall have the right to redeem (“Optional Redemption”) a portion or all amounts outstanding
under this Debenture (i) prior to the Maturity Date provided that the Company shall pay an amount equal to the sum of the Principal
amount being redeemed and any accrued interest being redeemed and (ii) after the Maturity Date the Company shall pay an amount
equal to the product of (x) the sum of the Principal amount being redeemed and any accrued interest being redeemed and (y) 120%.
In order to make a redemption pursuant to this Section, the Company shall first provide written notice to the Holder of its intention
to make a redemption (the “Redemption Notice”) setting forth the amount of Principal and if applicable interest
it desires to redeem. After receipt of the Redemption Notice if the redemption is after the Maturity Date the Holder shall have
three (3) Business Days to elect to (x) convert all or any portion of this Debenture, subject to the limitations set forth herein
and (y) decline all or any portion of any cash payment of the Redemption Amount. On the fourth (4th) Business Day after
the Redemption Notice, the Company shall deliver to the Holder the Redemption Amount with respect to the Principal amount redeemed
and applicable interest, if any after giving effect to any conversions and/or cash payment declinations effected during the three
(3) Business Day period. Any amounts continuing to remain outstanding may thereafter be subject to additional Optional Redemptions
made in accordance with the provisions of this Section 1(c).


 






    


     


    

 


(d) Secured
Obligations. The obligations of the Company under this Debenture are secured by all of the assets of the Company and each of
its subsidiaries pursuant to the Security Agreement.


 


(2) EVENTS
OF DEFAULT.


 


(a) An
“Event of Default”, wherever used herein, means any one of the following events (whatever the reason and whether
it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court,
or any order, rule or regulation of any administrative or governmental body):


 


(i) The
Company's failure to pay to the Holder any amount of Principal within five (5) Business Days of the Maturity Date;


 


(ii) The
Company or any subsidiary of the Company shall commence, or there shall be commenced against the Company or any subsidiary of the
Company under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Company
or any subsidiary of the Company commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief
of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating
to the Company or any subsidiary of the Company or there is commenced against the Company or any subsidiary of the Company any
such bankruptcy, insolvency or other proceeding which remains undismissed for a period of sixty-one (61) days; or the Company or
any subsidiary of the Company is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case
or proceeding is entered; or the Company or any subsidiary of the Company suffers any appointment of any custodian, private or
court appointed receiver or the like for it or any substantial part of its property which continues undischarged or unstayed for
a period of sixty-one (61) days; or the Company or any subsidiary of the Company makes a general assignment for the benefit of
creditors; or the Company or any subsidiary of the Company shall fail to pay, or shall state that it is unable to pay, or shall
be unable to pay, its debts generally as they become due; or the Company or any subsidiary of the Company shall call a meeting
of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; or the Company or any subsidiary
of the Company shall by any act or failure to act expressly indicate its consent to, approval of or acquiescence in any of the
foregoing; or any corporate or other action is taken by the Company or any subsidiary of the Company for the purpose of effecting
any of the foregoing;


 






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(iii) The
Company or any subsidiary of the Company shall default in any of its obligations under any other debenture or any mortgage, credit
agreement or other facility, indenture agreement, factoring agreement or other instrument under which there may be issued, or by
which there may be secured or evidenced any indebtedness for borrowed money or money due under any long term leasing or factoring
arrangement of the Company or any subsidiary of the Company in an amount exceeding $200,000, whether such indebtedness now exists
or shall hereafter be created and such default shall result in such indebtedness becoming or being declared due and payable and
such default is not cured within five (5) Business Days;


 


(iv) The
Common Stock shall cease to be quoted or listed for trading on the Primary Market for a period of five (5) consecutive Trading
Days;


 


(v) The
Company or any subsidiary of the Company shall be a party to any Change of Control Transaction (as defined in Section 16) unless
in connection with such Change of Control Transaction this Debenture is retired;


 


(vi) The
Company shall fail to observe or perform any other material covenant, agreement or warranty contained in, or otherwise commit any
material breach or default of any provision of this Debenture (except as may be covered by Section 2(a)(i) through 2(a)(vii) hereof)
or any Transaction Document (as defined in Section 16) which is not cured within the time prescribed.


 


(vii) The Company
shall fail to maintain the Minimum Reserve (as defined in Section 3(d) below);


 


(viii) The
Security Agreement and related documents shall for any reason fail or cease to create a separate valid and perfected and first
priority Lien on the Collateral (as defined in the Security Agreement) in favor of Holder and such breach remains uncured for a
period of three (3) Business Days;


 


(xi) The
Company's (A) failure to cure a Conversion Failure by delivery of (I) the required number of shares of Common Stock or (II) the
Buy-In Price within five (5) Business Days after the applicable Conversion Failure or (B) notice, written or oral, to any holder
of the Debentures, including by way of public announcement, at any time, of its intention not to comply with a request for conversion
of any Debentures into shares of Common Stock that is tendered in accordance with the provisions of the Debentures, other than
pursuant to Section 4(c);


 


(b) During
the time that any portion of this Debenture is outstanding, if any Event of Default has occurred and is continuing, the full unpaid
Principal amount of this Debenture, together with interest and other amounts owing in respect thereof, to the date of acceleration
shall become at the Holder's election, immediately due and payable in cash. Furthermore, in addition to any other remedies, the
Holder shall have the right (but not the obligation) to convert this Debenture (subject to the beneficial ownership limitations
set out in Section 3(d)) at any time after (x) an Event of Default (provided that such Event of Default is continuing) or (y) the
Maturity Date at the Conversion Price. The Holder need not provide and the Company hereby waives any presentment, demand, protest
or other notice of any kind, (other than required notice of conversion) and the Holder may immediately enforce any and all of its
rights and remedies hereunder and all other remedies available to it under applicable law. Such declaration may be rescinded and
annulled by Holder at any time prior to payment hereunder. No such rescission or annulment shall affect any subsequent Event of
Default or impair any right consequent thereon.


 






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(3) CONVERSION
OF DEBENTURE. This Debenture shall be convertible into shares of the Company's Common Stock, on the terms and conditions set
forth in this Section 3.


 


(a) Conversion
Right. Subject to the provisions of Section 3(c), at any time or times on or after an Event of Default or the Maturity Date,
the Holder shall be entitled to convert any portion of the outstanding and unpaid Conversion Amount (as defined below) into fully
paid and nonassessable shares of Common Stock in accordance with Section 3(b), at the Conversion Rate (as defined below). The number
of shares of Common Stock issuable upon conversion of any Conversion Amount pursuant to this Section 3(a) shall be determined by
dividing (x) such Conversion Amount by (y) the Conversion Price (the “Conversion Rate”). The Company shall not
issue any fraction of a share of Common Stock upon any conversion. If the issuance would result in the issuance of a fraction of
a share of Common Stock, the Company shall round such fraction of a share of Common Stock up to the nearest whole share. The Company
shall pay any and all transfer, stamp and similar taxes that may be payable with respect to the issuance and delivery of Common
Stock upon conversion of any Conversion Amount.


 


(i) “Conversion
Amount” means the product of (x) the portion of the Principal and accrued Interest to be converted with respect to which
this determination is being made and (y) 120%.


 


(ii) “Conversion
Price” means, as of any Conversion Date (as defined below) 67.5% of the lower of (x) the lowest daily VWAP during the
five (5) consecutive Trading Days immediately preceding the date of the Event of Default or Maturity Date, as applicable, or (y)
if the Debenture is not fully paid as of the Maturity Date, the lowest daily VWAP during the ten (10) consecutive Trading Days
immediately preceding the date of the applicable Conversion (as applicable, the “Conversion Price”). The Conversion
Price shall be adjusted from time to time pursuant to the other terms and conditions of this Debenture.


 


(b) Mechanics
of Conversion.


 


(i)  Conversion.
To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall
(A) transmit by facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy of
an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to
the Company and (B) if required by Section 3(b)(iii), surrender this Debenture to a nationally recognized overnight delivery service
for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture
in the case of its loss, theft or destruction). On or before the third (3rd) Business Day following the date of receipt
of a Conversion Notice (the “Share Delivery Date”), the Company shall (X) if legends are not required to be
placed on certificates of Common Stock and provided that the Transfer Agent is participating in the Depository Trust Company's
(“DTC”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to
which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent
Commission system or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue
and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee,
for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive
legends unless required pursuant to rules and regulations of the Commission. If this Debenture is physically surrendered for conversion
and the outstanding Principal of this Debenture is greater than the Principal portion of the Conversion Amount being converted,
then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Debenture
and at its own expense, issue and deliver to the holder a new Debenture representing the outstanding Principal not converted. The
Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Debenture shall be treated
for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.


 






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(ii) Company's
Failure to Timely Convert. If within three (3) Trading Days after the Company's receipt of the facsimile copy of a Conversion
Notice the Company shall fail to issue and deliver a certificate to the Holder or credit the Holder's balance account with DTC
for the number of shares of Common Stock to which the Holder is entitled upon such holder's conversion of any Conversion Amount
(a “Conversion Failure”), and if on or after such Trading Day the Holder purchases (in an open market transaction
or otherwise) Common Stock to deliver in satisfaction of a sale by the Holder of Common Stock issuable upon such conversion that
the Holder anticipated receiving from the Company (a “Buy-In”), then the Company shall, within three (3) Business
Days after the Holder's request and in the Holder's discretion, either (i) pay cash to the Holder in an amount equal to the Holder's
total purchase price (including brokerage commissions and other out of pocket expenses, if any) for the shares of Common Stock
so purchased (the “Buy-In Price”), at which point the Company's obligation to deliver such certificate
(and to issue such Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate
or certificates representing such Common Stock and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In
Price over the product of (A) such number of shares of Common Stock, times (B) the Closing Bid Price on the Conversion Date.


 


(iii) Book-Entry.
Notwithstanding anything to the contrary set forth herein, upon conversion of any portion of this Debenture in
accordance with the terms hereof, the Holder shall not be required to physically surrender this Debenture to the Company
unless (A) the full Conversion Amount represented by this Debenture is being converted or (B) the Holder has provided the
Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this
Debenture upon physical surrender of this Debenture. The Holder and the Company shall maintain records showing the Principal
and Interest converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the
Holder and the Company, so as not to require physical surrender of this Debenture upon conversion.


 


(c) Limitations
on Conversions.


 


(i) Beneficial
Ownership. The Holder shall not have the right to convert any portion of this Debenture or otherwise receive shares of Common
Stock hereunder (including pursuant to Section (1)(c) or (3)(e)) to the extent that after giving effect to such conversion or receipt
of such shares, the Holder, together with any affiliate thereof, would beneficially own (as determined in accordance with Section
13(d) of the Exchange Act and the rules promulgated thereunder) in excess of 4.99% of the number of shares of Common Stock outstanding
immediately after giving effect to such conversion or receipt of shares as payment of interest. Since the Holder will not be obligated
to report to the Company the number of shares of Common Stock it may hold at the time of a conversion hereunder, unless the conversion
at issue would result in the issuance of shares of Common Stock in excess of 4.99% of the then outstanding shares of Common Stock
(the “Beneficial Ownership Limitation”) without regard to any other shares which may be beneficially owned by
the Holder or an affiliate thereof, the Holder shall have the authority and obligation to determine whether the restriction contained
in this Section will limit any particular conversion hereunder and to the extent that the Holder determines that the limitation
contained in this Section applies, the determination of which portion of the Principal amount of this Debenture is convertible
shall be the responsibility and obligation of the Holder. If the Holder has delivered a Conversion Notice for a Principal amount
of this Debenture that, without regard to any other shares that the Holder or its affiliates may beneficially own, would result
in the issuance in excess of the permitted amount hereunder, the Company shall notify the Holder of this fact and shall honor the
conversion for the maximum Principal amount permitted to be converted on such Conversion Date in accordance with Section 3(a) and,
any Principal amount tendered for conversion in excess of the permitted amount hereunder shall remain outstanding under this Debenture.
Subject to the provisions of Section 3(c)(ii), upon sixty-one (61) days prior notice to the Company such Holder may change the
Beneficial Ownership Limitation to 9.99% of the number of shares of Common Stock. Other Holders shall be unaffected by any such
waiver.


 


(ii)
Primary Market Regulation. The Company shall not issue any shares of Common Stock upon conversion of this Debenture or otherwise
pursuant to the terms of this Debenture if the issuance of such shares of Common Stock (taken together with each issuance of such
shares upon the conversion of this Debenture pursuant to the terms of the Debenture) would exceed the aggregate number of shares
of Common Stock which the Company may issue upon conversion of the Debenture without breaching the Company’s obligations
under the rules or regulations of the Primary Market (the number of shares which may be issued without violating such rules and
regulations, including rules related to the aggregate of offerings under NASDAQ Listing Rule 5635(d), the “Exchange Cap”).
For the avoidance of doubt, the maximum number of shares of Common Stock that may be issued pursuant to this Section 3(c)(ii) is
1,200,957. In the event that the Holder shall sell or otherwise transfer the Debenture or a portion thereof, the transferee shall
be allocated a pro rata portion of the Exchange Cap with respect to such portion of the Debenture so transferred, and the restrictions
of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap so allocated to such transferee.


 






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(d) Other
Provisions.


 


(i) All
calculations under this Section 3 shall be rounded to the nearest $0.0001 or whole share.


 


(ii) The
Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock
solely for the purpose of issuance upon conversion of this Debenture and payment of interest on this Debenture, each as herein
provided, free from preemptive rights or any other actual contingent purchase rights of persons other than the Holder, not less
than the maximum number of shares comprising the Exchange Cap (the “Minimum Reserve”); provided, however,
the Company shall not be in breach of the foregoing reserve requirement with respect to the issuance of shares of common stock
that result in the reserve not being maintained if the proceeds from such sale are used to repay the Debenture. The Company covenants
that all shares of Common Stock that shall be so issuable shall, upon issue, be duly and validly authorized, issued and fully paid,
nonassessable.


 


(iii) Nothing
herein shall limit a Holder's right to pursue actual damages or declare an Event of Default pursuant to Section 2 herein for the
Company’s failure to deliver certificates representing shares of Common Stock upon conversion within the period specified
herein and such Holder shall have the right to pursue all remedies available to it at law or in equity including, without limitation,
a decree of specific performance and/or injunctive relief, in each case without the need to post a bond or provide other security.
The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof
or under applicable law.


 


(iv) The
Company shall make such filings, registrations or qualifications and take all other necessary action and will use its best efforts
to satisfy all conditions to be in compliance and satisfy the current public information requirement under Securities Act Rule
144(c).


 


(4) ADJUSTMENTS.


 


(a) Other
Corporate Events. In addition to and not in substitution for any other rights hereunder, prior to the consummation of any Fundamental
Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities or other assets with respect
to or in exchange for shares of Common Stock (a “Corporate Event”), the Company shall make appropriate provision
to insure that the Holder will thereafter have the right to receive upon a conversion of this Debenture, at the Holder's option,
(i) in addition to the shares of Common Stock receivable upon such conversion, such securities or other assets to which the Holder
would have been entitled with respect to such shares of Common Stock had such shares of Common Stock been held by the Holder upon
the consummation of such Corporate Event (without taking into account any limitations or restrictions on the convertibility of
this Debenture) or (ii) in lieu of the shares of Common Stock otherwise receivable upon such conversion, such securities or other
assets received by the holders of shares of Common Stock in connection with the consummation of such Corporate Event in such amounts
as the Holder would have been entitled to receive had this Debenture initially been issued with conversion rights for the form
of such consideration (as opposed to shares of Common Stock) at a conversion rate for such consideration commensurate with the
Conversion Rate. Provision made pursuant to the preceding sentence shall be in a form and substance satisfactory to the Required
Holders. The provisions of this Section shall apply similarly and equally to successive Corporate Events and shall be applied without
regard to any limitations on the conversion or redemption of this Debenture.


 






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(b) In
case of any (1) merger or consolidation of the Company or any subsidiary of the Company with or into another Person, or (2) sale
by the Company or any subsidiary of the Company of more than one-half of the assets of the Company in one or a series of related
transactions, a Holder shall have the right to (A) exercise any rights under Section 2(b), (B) convert the aggregate amount of
this Debenture then outstanding into the shares of stock and other securities, cash and property receivable upon or deemed to be
held by holders of Common Stock following such merger, consolidation or sale, and such Holder shall be entitled upon such event
or series of related events to receive such amount of securities, cash and property as the shares of Common Stock into which such
aggregate Principal amount of this Debenture could have been converted immediately prior to such merger, consolidation or sales
would have been entitled, or (C) in the case of a merger or consolidation, require the surviving entity to issue to the Holder
a convertible Debenture with a Principal amount equal to the aggregate Principal amount of this Debenture then held by such Holder,
plus all accrued and unpaid interest and other amounts owing thereon, which such newly issued convertible Debenture shall have
terms identical (including with respect to conversion) to the terms of this Debenture, and shall be entitled to all of the rights
and privileges of the Holder of this Debenture set forth herein and the agreements pursuant to which this Debentures were issued.
In the case of clause (C), the conversion price applicable for the newly issued shares of convertible preferred stock or convertible
Debentures shall be based upon the amount of securities, cash and property that each share of Common Stock would receive in such
transaction and the Conversion Price in effect immediately prior to the effectiveness or closing date for such transaction. The
terms of any such merger, sale or consolidation shall include such terms so as to continue to give the Holder the right to receive
the securities, cash and property set forth in this Section upon any conversion or redemption following such event. This provision
shall similarly apply to successive such events.


 


(5) REISSUANCE
OF THIS DEBENTURE.


 


(a) Transfer.
If this Debenture is to be transferred, the Holder shall surrender this Debenture to the Company, whereupon the Company will forthwith
issue and deliver upon the order of the Holder a new Debenture (in accordance with Section 5(d)), registered in the name of the
registered transferee or assignee, representing the outstanding Principal being transferred by the Holder (along with any accrued
and unpaid interest thereof) and, if less than the entire outstanding Principal is being transferred, a new Debenture (in accordance
with Section 5(d)) to the Holder representing the outstanding Principal not being transferred. The Holder and any assignee, by
acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of Section 3(b)(iii) following conversion
or redemption of any portion of this Debenture, the outstanding Principal represented by this Debenture may be less than the Principal
stated on the face of this Debenture.


 






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(b) Lost,
Stolen or Mutilated Debenture. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss,
theft, destruction or mutilation of this Debenture, and, in the case of loss, theft or destruction, of any indemnification undertaking
by the Holder to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of this Debenture,
the Company shall execute and deliver to the Holder a new Debenture (in accordance with Section 5(d)) representing the outstanding
Principal.


 


(c) Debenture
Exchangeable for Different Denominations. This Debenture is exchangeable, upon the surrender hereof by the Holder at the principal
office of the Company, for a new Debenture or Debentures (in accordance with Section 5(d)) representing in the aggregate the outstanding
Principal of this Debenture, and each such new Debenture will represent such portion of such outstanding Principal as is designated
by the Holder at the time of such surrender.


 


(d) Issuance
of New Debentures. Whenever the Company is required to issue a new Debenture pursuant to the terms of this Debenture, such
new Debenture (i) shall be of like tenor with this Debenture, (ii) shall represent, as indicated on the face of such new Debenture,
the Principal remaining outstanding (or in the case of a new Debenture being issued pursuant to Section 5(a) or Section 5(c), the
Principal designated by the Holder which, when added to the Principal represented by the other new Debentures issued in connection
with such issuance, does not exceed the Principal remaining outstanding under this Debenture immediately prior to such issuance
of new Debentures), (iii) shall have an issuance date, as indicated on the face of such new Debenture, which is the same as the
Issuance Date of this Debenture, (iv) shall have the same rights and conditions as this Debenture, and (v) shall represent accrued
and unpaid Interest from the Issuance Date.


 


 


(6) NOTICES.
Any notices, consents, waivers or other communications required or permitted to be given under the terms hereof must be in writing
and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by email (provided
confirmation of transmission is electronically generated and kept on file by the sending party); or (iii) one (1) Trading Day after
deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same.
The addresses and email for such communications shall be:


 


	If to the Company, to:	
        195 Montague Street, 14th Floor

        Brooklyn, New York 11201

        Attention: Paul M. Galvin

	 	Email: pgalvin@sgblocks.com
	 	 
	 With a copy to:	
        Gracin & Marlow, LLP

        The Chrysler Building

        405 Lexington Avenue, 26th Floor

        New York, New York 10174

        Attention: Leslie Marlow

        Email: lmarlow@gracinmarlow.com




 






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	If to the Holder:	RedDiamond Partners, LLC
	 	
        156 West Saddle River Road

        Saddle River, NJ 07548

        Attention: John DeNobile

        Email: jdjr11@aol.com

	 	 


 or at such other address and/or
email and/or to the attention of such other person as the recipient party has specified by written notice given to each other
party three (3) Business Days prior to the effectiveness of such change. Written confirmation of receipt (i) given by the recipient
of such notice, consent, waiver or other communication, (ii) electronically generated by the sender's email service provider containing
the time, date, recipient email address or (iii) provided by a nationally recognized overnight delivery service, shall be rebuttable
evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance
with clause (i), (ii) or (iii) above, respectively.


 


(7) Except
as expressly provided herein, no provision of this Debenture shall alter or impair the obligations of the Company, which are absolute
and unconditional, to pay the Principal of, interest and other charges (if any) on, this Debenture at the time, place, and rate,
and in the coin or currency, herein prescribed. This Debenture is a direct obligation of the Company. As long as this Debenture
is outstanding, the Company shall not and shall cause their subsidiaries not to, without the consent of the Holder, (i) amend its
certificate of incorporation, bylaws or other charter documents so as to adversely affect any rights of the Holder; (ii) repay,
repurchase or offer to repay, repurchase or otherwise acquire shares of its Common Stock or other equity securities; or (iii) enter
into any agreement with respect to any of the foregoing.


 


(8) This
Debenture shall not entitle the Holder to any of the rights of a stockholder of the Company, including without limitation, the
right to vote, to receive dividends and other distributions, or to receive any notice of, or to attend, meetings of stockholders
or any other proceedings of the Company, unless and to the extent converted into shares of Common Stock in accordance with the
terms hereof.


 


(9) No
indebtedness of the Company is senior to this Debenture in right of payment, whether with respect to interest, damages or upon
liquidation or dissolution or otherwise. Without the Holder’s consent, the Company will not and will not permit any of their
subsidiaries to, directly or indirectly, enter into, create, incur, assume or suffer to exist any indebtedness of any kind, on
or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits
there from that is senior in any respect to the obligations of the Company under this Debenture other than Permitted Liens (as
such terms is defined in the Security Agreement).


 


(10) This
Debenture shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to conflicts
of laws thereof. Each of the parties consents to the jurisdiction of the state courts of the State of Delaware sitting in New
Castle County, Delaware and the federal courts sitting in Wilmington, County of New Castle, in connection with
any dispute arising under this Debenture and hereby waives, to the maximum extent permitted by law, any objection, including any
objection based on forum non conveniens to the bringing of any such proceeding in such jurisdictions.


 






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(11) If
the Company fails to strictly comply with the terms of this Debenture, then the Company shall reimburse the Holder promptly for
all fees, costs and expenses, including, without limitation, attorneys’ fees and expenses incurred by the Holder in any action
in connection with this Debenture, including, without limitation, those incurred: (i) during any workout, attempted workout, and/or
in connection with the rendering of legal advice as to the Holder’s rights, remedies and obligations, (ii) collecting any
sums which become due to the Holder, (iii) defending or prosecuting any proceeding or any counterclaim to any proceeding or appeal;
or (iv) the protection, preservation or enforcement of any rights or remedies of the Holder.


 


(12) Any waiver by the
Holder of a breach of any provision of this Debenture shall not operate as or be construed to be a waiver of any other breach of
such provision or of any breach of any other provision of this Debenture. The failure of the Holder to insist upon strict adherence
to any term of this Debenture on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter
to insist upon strict adherence to that term or any other term of this Debenture. Any waiver must be in writing.


 


(13) If
any provision of this Debenture is invalid, illegal or unenforceable, the balance of this Debenture shall remain in effect, and
if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and
circumstances. If it shall be found that any interest or other amount deemed interest due hereunder shall violate applicable laws
governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum permitted rate
of interest. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead,
or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would
prohibit or forgive the Company from paying all or any portion of the Principal of or interest on this Debenture as contemplated
herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this indenture,
and the Company (to the extent it may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and covenants
that it will not, by resort to any such law, hinder, delay or impeded the execution of any power herein granted to the Holder,
but will suffer and permit the execution of every such as though no such law has been enacted.


 


(14) Whenever
any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next
succeeding Business Day.


 


(15) THE
PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION BASED HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION DOCUMENT OR ANY COURSE
OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT
FOR THE PARTIES’ ACCEPTANCE OF THIS AGREEMENT.


 






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(16) CERTAIN
DEFINITIONS For purposes of this Debenture, the following terms shall have the following meanings:


 


(a) “Bloomberg”
means Bloomberg Financial Markets.


 


(b) “Business
Day” means any day except Saturday, Sunday and any day which shall be a federal legal holiday in the United States or
a day on which banking institutions are authorized or required by law or other government action to close.


 


(c) “Change
of Control Transaction” means the occurrence of (i) an acquisition after the date hereof by an individual or legal entity
or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through
legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of fifty percent (50%) of
the voting securities of the Company (except that the acquisition of voting securities by the Holder or any other current holder
of convertible securities of the Company shall not constitute a Change of Control Transaction for purposes hereof), (ii) a replacement
at one time or over time of more than one-half of the members of the board of directors of the Company (other than as due to the
death or disability of a member of the board of directors) which is not approved by a majority of those individuals who are members
of the board of directors on the date hereof (or by those individuals who are serving as members of the board of directors on any
date whose nomination to the board of directors was approved by a majority of the members of the board of directors who are members
on the date hereof), (iii) the merger, consolidation or sale of fifty percent (50%) or more of the assets of the Company or any
subsidiary of the Company in one or a series of related transactions with or into another entity, or (iv) the execution by the
Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth above
in (i), (ii) or (iii). No transfer to a wholly-owned subsidiary shall be deemed a Change of Control Transaction under this provision.


 


(d)  “Closing
Bid Price” means the price per share in the last reported trade of the Common Stock on a Primary Market or on the exchange
which the Common Stock is then listed as quoted by Bloomberg.


  


(e) “Commission”
means the Securities and Exchange Commission.


 


(f) “Common
Stock” means the common stock, par value $0.001, of the Company and stock of any other class into which such shares may
hereafter be changed or reclassified.


 






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 (g) “Exchange Act” means the Securities Exchange Act of 1934, as amended.




 


(h) “Fundamental
Transaction” means any of the following: (i) the Company effects any merger or consolidation of the Company with
or into another Person and the Company is the non-surviving company (other than a merger or consolidation with a wholly owned subsidiary
of the Company for the purpose of redomiciling the Company), (ii) the Company effects any sale of all or substantially all of its
assets in one or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Company or another
Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities,
cash or property, or (iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant
to which the Common Stock is effectively converted into or exchanged for other securities, cash or property.


 


(i) “Other
Debentures” means any other debentures, notes, or other instruments issued in exchange, replacement, or modification
of the foregoing.


 


(j) “Original
Issue Date” means the date of the first issuance of this Debenture regardless of the number of transfers and regardless
of the number of instruments, which may be issued to evidence such Debenture.


 


(k) “Person”
means a corporation, an association, a partnership, organization, a business, an individual, a government or political subdivision
thereof or a governmental agency.


 


(l) “Primary
Market” means any of the New York Stock Exchange, the NYSE American, the Nasdaq Global Market, the Nasdaq Global Select
Market, or the OTCQB, and any successor to any of the foregoing markets or exchanges.


 


(m) “Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


(n) “Security
Agreement” means that certain Security Agreement, by and among the Company, any Subsidiary of the Company now joined
or joined in the future, and the Holder, dated November 12, 2019.


 


(o) “Trading
Day” means a day on which the shares of Common Stock are quoted or traded on a Primary Market on which the shares of
Common Stock are then quoted or listed; provided, that in the event that the shares of Common Stock are not listed or quoted, then
Trading Day shall mean a Business Day.


 


(p) “Transaction
Document(s)” shall mean this Debenture, along with the Securities Purchase Agreement and Security Agreement, and any
other documents or agreements entered into in connection with the foregoing.


 


(q) “VWAP”
means, for any security as of any date, the daily dollar volume-weighted average price for such security on the Primary Market
as reported by Bloomberg through its “Historical Prices – Px Table with Average Daily Volume” functions, or,
if no dollar volume-weighted average price is reported for such security by Bloomberg.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF, the Company has caused this Convertible
Debenture to be duly executed by a duly authorized officer as of the date set forth above.


 


	 	COMPANY:
	 	 
	 	
        SG BLOCKS, INC.

        

	 	 	 
	 	By:	/s/ Paul M. Galvin
	 	Name:	 Paul M. Galvin
	 	Title:	Chief Executive Officer


 




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EXHIBIT I

CONVERSION NOTICE


 


(To be executed by the Holder in order
to Convert the Debenture)


 


TO: SG BLOCKS, INC.


 


Via Email: 


 


The undersigned hereby
irrevocably elects to convert a portion of the outstanding and unpaid Conversion Amount of Debenture No. SG-1 into Shares
of Common Stock of SG BLOCKS, INC., according to the conditions stated therein, as of the Conversion Date written below.


 


	Conversion Date:	 
	Principal Amount to be Converted:	 
	Accrued Interest to be Converted:	 
	Total Conversion Amount to be converted:	 
	Conversion Price:	 
	Number of shares of Common Stock to be issued:	 
	Please issue the shares of Common Stock in the following name and to the following address:
	Issue to:	 


 


 


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