Exhibit 10.2


 


Execution Copy


 


SECURITIES
PURCHASE AGREEMENT


 


This
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 12, 2019, by and between SG
BLOCKS, INC., a Delaware corporation, with its address at 195 Montague Street, 14th Floor, Brooklyn, NY 11201 (the “Company”),
and REDDIAMOND PARTNERS LLC, a Delaware limited liability company, with its address at 156 West Saddle River Road, Saddle
River, NJ 07548 (the “Buyer”).


 


WHEREAS:


 


A.    The
Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration
afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”)
under the Securities Act of 1933, as amended (the “1933 Act”); and


 


B.    Buyer
desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement a senior
secured convertible promissory debenture of the Company, in the form attached hereto as Exhibit A, in the aggregate principal
amount of $480,770.00 (including $105,770.00 of Original Issue Discount) (together with any debenture(s) issued in replacement
thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the “Debenture”),
convertible into shares of common stock, without par value per share, of the Company (the “Common Stock”),
upon the terms and subject to the limitations and conditions set forth in such Debenture.


 


NOW
THEREFORE, the Company and the Buyer severally (and not jointly) hereby agree as follows:


 


1.         
Purchase and Sale of the Debenture.


 


a.
Purchase of the Debenture. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and the
Buyer agrees to purchase from the Company such principal amount of Debenture as is set forth immediately below the Buyer’s
name on the signature pages hereto.


 


b.
Form of Payment. On the Closing Date (as defined below), (i) the Buyer shall pay the purchase price for the Debenture to
be issued and sold to it at the Closing (as defined below) (the “Purchase Price”) by wire transfer of immediately
available funds to the Company, in accordance with the Company’s written wiring instructions, against delivery of the Debenture
in the principal amount equal to the Purchase Price as is set forth immediately below the Buyer’s name on the signature
pages hereto, and (ii) the Company shall deliver such duly executed Debenture on behalf of the Company, to the Buyer, against
delivery of such Purchase Price.


 




    


     


    

 


c.
Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section
7 below, the date and time of the issuance and sale of the Debenture pursuant to this Agreement (the “Closing Date”)
shall be 12:00 noon, Eastern Standard Time on or about November 12, 2019, or such other mutually agreed upon time. The closing
of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such
location as may be agreed to by the parties.


 


2.         
Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that:


 


a.
Investment Purpose. As of the date hereof, the Buyer is purchasing the Debenture and the shares of Common Stock issuable
upon conversion of or otherwise pursuant to the Debenture (such shares of Common Stock being collectively referred to herein as
the “Conversion Shares” and, collectively with the Debenture, the “Securities”) for its
own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or
exempted from registration under the 1933 Act.


 


b.         
Accredited Investor Status. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of
Regulation D (an “Accredited Investor”).


 


c.
Reliance on Exemptions. The Buyer understands that the Debenture is being offered and sold to it in reliance upon specific
exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying
upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments
and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility
of the Buyer to acquire the Debenture.


 


d.         
Information. The Company has not disclosed to the Buyer any material nonpublic information and will not disclose such information
unless such information is disclosed to the public prior to or promptly following such disclosure to the Buyer.


 


e.
Legends. The Buyer understands that the Debenture and, until such time as the Conversion Shares have been registered under
the 1933 Act; or may be sold pursuant to an applicable exemption from registration, the Conversion Shares may bear a restrictive
legend in substantially the following form:


 


"THE
SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED
UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES
LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION
ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED
OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
LAWS."


 






    2


     


    

 


The
legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any security
upon which it is stamped, if, unless otherwise required by applicable state securities laws or other applicable jurisdiction,
(a) such security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be
sold pursuant to an exemption from registration without any restriction as to the number of securities as of a particular date
that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and
scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such security
may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer
is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has
been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept
the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration,
such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 2 of the Debenture.


 


f.          
Authorization; Enforcement. This Agreement has been duly and validly authorized. This Agreement has been duly executed
and delivered on behalf of the Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer enforceable in
accordance with its terms.


 


3.         
Representations and Warranties of the Company. The Company represents and warrants to the Buyer that:


 


a.
Organization and Qualification. The Company and each of its Subsidiaries (as defined below), if any, is a corporation duly
organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power
and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now
owned, leased, used, operated and conducted. “Subsidiaries” means any corporation or other organization, whether incorporated
or unincorporated, in which the Company owns, directly or indirectly, a majority of any equity or other ownership interest.


 


b.         
Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this
Agreement, to issue the Debenture, enter into and perform the security agreement attached hereto as Exhibit B (the “Security
Agreement”) and to consummate the transactions contemplated hereby and thereby, in accordance with the terms hereof
and thereof, (ii) the execution and delivery of this Agreement, the Debenture and the Security Agreement by the Company and the
consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Debenture,
the granting of a senior secured security interest in the collateral (the “Collateral”) pursuant to the Security
Agreement and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion or 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, (iii) this Agreement has been duly executed and delivered by the Company
by its authorized representative, and such authorized representative is the true and official representative with authority to
sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement
constitutes, and upon execution and delivery by the Company of the Debenture and the Security Agreement, each of such instruments
will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.


 






    3


     


    

 


c.
Capitalization. As of the date hereof, the authorized common stock of the Company consists of 25,000,000 authorized shares
of Common Stock, $.01 par value per share, of which 6,007,791 shares are issued and outstanding; and 2,667,767 shares are reserved
for issuance pursuant to securities (other than the Debenture) exercisable for, or convertible into or exchangeable for shares
of Common Stock and 1,200,957 shares are reserved for issuance upon conversion of the Debenture. All of such outstanding shares
of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable.


 


d.         
Issuance of Shares. The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the Debenture
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.


 


e.
No Conflicts. The execution, delivery and performance of this Agreement, the Debenture and the Security Agreement by the
Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation,
the issuance and reservation for issuance of the Conversion Shares and the granting of a senior secured security interest in the
Collateral pursuant to the Security Agreement) will not (i) conflict with or result in a violation of any provision of the Certificate
of Incorporation or By-laws, or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default
(or an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license or instrument to which the Company
or any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree
(including federal and state securities laws, other applicable securities laws and regulations and regulations of any self- regulatory
organizations to which the Company or its securities are subject) applicable to the Company or any of its Subsidiaries or by which
any property or asset of the Company or any of its Subsidiaries is bound or affected (except in the case of clauses (ii) and (iii)
for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually
or in the aggregate, have a Material Adverse Effect). The businesses of the Company and its Subsidiaries, if any, are not being
conducted, and shall not be conducted so long as the Buyer owns the Debenture or any of the Conversion Shares, in violation of
any law, ordinance or regulation of any governmental entity. “Material Adverse Effect” means any material adverse
effect on the business, operations, assets, financial condition or prospects of the Company or its Subsidiaries, if any, taken
as a whole, or on the transactions contemplated hereby or by the agreements or instruments to be entered into in connection herewith.


 






    4


     


    

 


f.
SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents
required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended
(the “1934 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 Documents”). Upon written request the Company will deliver
to the Buyer true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective
dates or if amended, as of the dates of the amendments, the SEC Documents complied in all material respects with the requirements
of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the
SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state
a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to
be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior
the date hereof). As of their respective dates or if amended, as of the dates of the amendments, the financial statements of the
Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and
the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance
with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present
in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates
thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited
statements, to normal year-end audit adjustments). The Company is subject to the reporting requirements of the 1934 Act.


 


g.         
Absence of Certain Changes. Since June 30, 2019, except as set forth in the SEC Documents, there has been no material adverse
change and no material adverse development in the assets, liabilities, business, properties, operations, financial condition,
results of operations, prospects or 1934 Act reporting status of the Company or any of its Subsidiaries.


 


h.         
Absence of Litigation. Except as set forth in the SEC Documents, there is no action, suit, claim, proceeding, inquiry or
investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the
knowledge of the Company or any of its Subsidiaries, threatened against or affecting the Company or any of its Subsidiaries, or
their officers or directors in their capacity as such, that could have a Material Adverse Effect. The Company and its Subsidiaries
are unaware of any facts or circumstances which might give rise to any of the foregoing.


 






    5


     


    

 


i.          
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has
directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances
that would require registration under the 1933 Act of the issuance of the Debenture to the Buyer. The issuance of the Debenture
to the Buyer will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes
of any shareholder approval provisions applicable to the Company or its securities.


 


j.          
No Brokers. The Company has taken no action which would give rise to any claim by any person for brokerage commissions,
transaction fees or similar payments relating to this Agreement or the transactions contemplated hereby.


 


k.         
No Investment Company. The Company is not, and upon the issuance and sale of the Debenture as contemplated by this Agreement
will not be an “investment company” required to be registered under the Investment Company Act of 1940 (an “Investment
Company”). The Company is not controlled by an Investment Company.


 


l.          
Breach of Representations and Warranties by the Company. If the Company breaches any of the representations or warranties
set forth in this Section 3, and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will
be considered an Event of Default under Section 2 of the Debenture.


 


4.         
COVENANTS.


 


a.
Reserve. So long as the Buyer beneficially owns the Debenture the Company shall maintain
a reserve from its duly authorized shares of Common Stock for issuance pursuant to the Debenture in such amount as shall be equal
to the Exchange Cap (as such term is defined in the Debenture). 


 


b.         
Form D; Blue Sky Laws. The Company agrees to timely make any filings required by federal, state laws or Canadian laws as
a result of the closing of the transactions contemplated by this Agreement.


 


c.
Use of Proceeds. The Company shall use the proceeds for general working capital purposes.


 


d.         
Corporate Existence. So long as the Buyer beneficially owns the Debenture, the Company shall maintain its corporate existence
and shall not sell all or substantially all of the Company’s assets, except with the prior written consent of the Buyer.


 


e.
Breach of Covenants. If the Company breaches any of the covenants set forth in this Section 4, and in addition to any other
remedies available to the Buyer pursuant to this Agreement, it will be considered an event of default under Section 2(a) of the
Debenture.


 




    6


     


    

 


f.          
Failure to Comply with the 1934 Act. So long as the Buyer beneficially owns the Debenture, the Company shall comply with
the reporting requirements of the 1934 Act; and the Company shall continue to be subject to the reporting requirements of the
1934 Act.


 


g.         
Trading Activities. Neither the Buyer nor its affiliates has an open short position in the common stock of the Company
and the Buyer agree that it shall not, and that it will cause its affiliates not to, engage in any short sales of or hedging transactions
with respect to the common stock of the Company.


 


5.         
Conditions to the Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell the Debenture
to the Buyer at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions
thereto, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time
in its sole discretion:


 


a.
The Buyer shall have executed this Agreement and delivered the same to the Company.


 


b.         
The Buyer shall have delivered the Purchase Price in accordance with Section 1(b) above.


 


c.
The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and
as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date),
and the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the Closing Date.


 


d.         
No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having
authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this
Agreement.


 


6.         
Conditions to the Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase the Debenture
at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that
these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:


 


a.
The Company shall have executed this Agreement and delivered the same to the Buyer.




    7


     


    

 


b.         
The Company shall have delivered to the Buyer the duly executed Debenture (in such denominations as the Buyer shall request) in
accordance with Section 1(b) above.


 


c.
The Company shall have executed the Security Agreement and delivered same and UCC-1s to the Buyer.


 


d.         
The representations and warranties of the Company shall be true and correct in all material respects as of the date when made
and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific
date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and
conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date.
The Buyer shall have received a certificate or certificates, executed by the chief executive officer of the Company, dated as
of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including,
but not limited to certificates with respect to the Board of Directors’ resolutions relating to the transactions contemplated
hereby.


 


e.
No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having
authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this
Agreement.


 


f.          
No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but
not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934
Act reporting obligations.


 


g.         
The Conversion Shares shall have been authorized for quotation on an exchange or electronic quotation system and trading in the
Common Stock on such exchange or electronic quotation system shall not have been suspended by the SEC or an exchange or electronic
quotation system.


 


h.         
The Buyer shall have received an officer’s certificate described in Section 6(d) above, dated as of the Closing Date.


 






    8


     


    

 


7.         
Governing Law; Miscellaneous.


 


a. Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without
regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions
contemplated by this Agreement shall be brought only in the state courts of Delaware or in the federal courts located in the
county of New Castle, Delaware. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any
action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum
non conveniens. The Company and Buyer waive trial by jury. The prevailing party shall be entitled to recover from
the other party its reasonable attorney's fees and costs. In the event that any provision of this Agreement or any
other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law,
then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to
conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not
affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal
service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement,
the Debenture or any related document or agreement by mailing a copy thereof via registered or certified mail or
overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement
and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained
herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.


 


b.         
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but
all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each
party and delivered to the other party.


 


c.
Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the
interpretation of, this Agreement.


 


d.         
Severability. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute
or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed
modified to conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any
law shall not affect the validity or enforceability of any other provision hereof.


 


e.
Entire Agreement; Amendments. This Agreement and the instruments referenced herein contain the entire understanding of
the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither
the Company nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision
of this Agreement may be waived or amended other than by an instrument in writing signed by the majority in interest of the Buyer.


 






    9


     


    

 


f.          
Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder
shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered
or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid,
or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party
shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder
shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting
facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where
such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during
normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by
express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first
occur. The addresses for such communications shall be as set forth in the heading of this Agreement. Each party shall provide
notice to the other party of any change in address.


 


g.         
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors
and assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the
prior written consent of the other. Notwithstanding the foregoing, the Buyer may assign its rights hereunder to any person that
purchases Securities in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined
under the 1934 Act, without the consent of the Company.


 


h.         
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement
shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The
Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage
arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and
covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses
as they are incurred.


 


i.          
Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things,
and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably
request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions
contemplated hereby.


j.          
No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to
express their mutual intent, and no rules of strict construction will be applied against any party.


 


k.         
Remedies. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the
Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the
remedy at law for a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or
threatened breach by the Company of the provisions of this Agreement, that the Buyer shall be entitled, in addition to all other
available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining,
preventing or curing any breach of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity
of showing economic loss and without any bond or other security being required.


 


[THE
REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]


 




    10


     


    

 


IN
WITNESS WHEREOF, the undersigned Buyer and the Company have caused this Agreement to be duly executed as of the date first
above written.


 





	SG BLOCKS, INC.	 
	 	 	 
	By:	/s/
Paul M. Galvin	 
	Name:	Paul M. Galvin	 
	Title:	Chief Executive Officer	 



 





	REDDIAMOND PARTNERS, LLC	 
	 	 	 
	By:	/s/ John DeNobile	 
	Name:	John DeNobile	 
	Title:	Manager	 



 


156
        West Saddle River Road


Saddle
        River, NJ 07548


 





	AGGREGATE
    SUBSCRIPTION AMOUNT:	 
	 	 
	Aggregate
    Principal Amount of Debenture:	$480,770.00
	Original
    Issue Discount	$107,770.00
	Aggregate
    Purchase Price:	$375,000.00



 


 


11