Exhibit
4.1


 


SG
BLOCKS, INC.


STOCK
OPTION PLAN


 


1.            Establishment,
Purpose, Duration.


 


a.       Establishment.
SG Blocks, Inc. hereby establishes a stock option plan to be known as the SG Blocks, Inc. Stock Option Plan. The Plan is effective
as of October 26, 2016 (the “Effective Date”), provided that the Plan must be approved by the
stockholders of the Company within 12 months after the Effective Date in order to authorize the issuance of Incentive Stock Options
to Employees hereunder. Definitions of capitalized terms used in the Plan are set forth in Section 2 of the Plan.


 


b.       Purpose.
The purpose of the Plan is to attract and retain Directors, Consultants, and officers and other key Employees of the Company and
its Subsidiaries and to provide to such persons incentives and rewards for superior performance.


 


c.       Duration.
No Award may be granted under the Plan after the day immediately preceding the tenth anniversary of the Effective Date, or such
earlier date as the Board shall determine. The Plan will remain in effect with respect to outstanding Awards until no Awards remain
outstanding.


 


2.            Definitions.
As used in the Plan, the following definitions shall apply:


 


“Applicable
Law” means the applicable requirements relating to the administration of equity-based compensation plans under U.S.
state corporate laws, U.S. federal and state securities laws, the Code, and the applicable laws of any other country or jurisdiction
where Awards are granted under the Plan.


 


“Award”
means an award of Nonqualified Stock Options or Incentive Stock Options granted pursuant to the terms and conditions of the Plan.


 


“Award
Agreement” means (a) with respect to Award of Incentive Stock Options, an agreement, in substantially the form attached
hereto as Exhibit A, entered into by the Company and a Participant setting forth the terms and provisions applicable
to such Award, or (b) with respect to an Award of Nonqualified Stock Options, an agreement, in substantially the form attached
hereto as Exhibit B, entered into by the Company and a Participant setting forth the terms and provisions applicable
to such Award.


 


“Board”
means the Board of Directors of the Company.


 


“Cause”
shall have the meaning provided in the applicable employment agreement or consulting agreement between the Participant and the
Company, if any, or if there is no such agreement that defines the term, “Cause” shall mean (a) the
willful and continued failure of the Participant to perform substantially the Participant’s duties with the Company or any
of its Subsidiaries (other than any such failure resulting from any medically determined physical or mental impairment), which
failure is not cured by the Participant within 20 calendar days after a written demand for substantial performance is delivered
to the Participant by the Board which specifically identifies the manner in which the Board believes that the Participant has
not substantially performed the Participant’s duties; (b) the engaging by the Participant in illegal conduct, gross misconduct,
gross insubordination or gross negligence that is materially and demonstrably injurious to the Company’s business or financial
condition; (c) a conviction, guilty plea or plea of nolo contendere of the Participant for any crime involving dishonesty or for
any felony; or (d) a material breach by the Participant of a fiduciary duty of loyalty or care to the Company or any of its Subsidiaries.


 






    	 		 



     


    

 


“Change
in Control” means the occurrence of any of the following: (a) 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 (other than by means of conversion or exercise of convertible debt or equity
securities of the Company); (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates
with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction
own less than fifty percent (50%) of the aggregate voting power of the Company or the successor entity of such transaction; or
(c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company
immediately prior to such transaction own less than fifty percent (50%) of the aggregate voting power of the acquiring entity
immediately after the transaction.


 


“Code”
means the Internal Revenue Code of 1986, as amended.


 


“Company”
means SG Blocks, Inc., a Delaware corporation, or any successor thereto.


 


“Consultant”
means an independent contractor who performs services for the Company or a Subsidiary in a capacity other than as an Employee
or Director.


 


“Date
of Grant” means the date as of which an Award is determined to be effective and designated in a resolution by the
Board and is granted pursuant to the Plan. The Date of Grant shall not be earlier than the date of the resolution and action therein
by the Board. In no event shall the Date of Grant be earlier than the Effective Date.


 


“Director”
means any individual who is a member of the Board who is not an Employee.


 


“Effective
Date” has the meaning given such term in Section 1(a).


 


“Employee”
means any employee of the Company or a Subsidiary; provided, however, that for purposes of determining whether any
person may be a Participant for purposes of any grant of Incentive Stock Options, the term “Employee”
has the meaning given to such term in Section 3401(c) of the Code, as interpreted by the regulations thereunder and Applicable
Law.


 


“Fair
Market Value” means the value of one Share on any relevant date, determined under the following rules: (a) the closing
sale price per Share on that date as reported on the principal exchange on which Shares are then trading, if any, or if there
are no sales on that date, on the next preceding trading day during which a sale occurred; (b) if the Shares are not reported
on a principal exchange or national market system, the average of the closing bid and asked prices last quoted on that date by
an established quotation service for over-the-counter securities; or (c) if neither (a) nor (b) applies, the value as determined
by the Board through the reasonable application of a reasonable valuation method, taking into account all information material
to the value of the Company, within the meaning of Section 409A of the Code.


 


“Incentive
Stock Option” or “ISO” means a Stock Option that is designated as an Incentive Stock Option
and that is intended to meet the requirements of Section 422 of the Code.


 






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“Nonqualified
Stock Option” means a Stock Option that is not intended to meet the requirements of Section 422 of the Code
or otherwise does not meet such requirements.


 


“Participant”
means any eligible individual as set forth in Section 5 who holds one or more outstanding Awards.


 


“Performance
Objectives” means the performance objective or objectives established by the Board pursuant to the Plan. Any Performance
Objectives may relate to the performance of the Company or one or more of its Subsidiaries, divisions, departments, units, functions,
partnerships, joint ventures or minority investments, product lines or products, or the performance of the individual Participant.


 


“Person”
means an individual, corporation, partnership, limited liability company, association, joint venture, trust or other entity or
organization.


 


“Plan”
means this SG Blocks, Inc. Stock Option Plan, as amended from time to time.


 


“Share”
means a share of common stock of the Company, $0.01 par value per share, or any security into which such share of common stock
may be changed by reason of any transaction or event of the type referred to in Section 9.


 


“Stock
Option” means a right to purchase a Share granted to a Participant under the Plan in accordance with the terms and
conditions set forth in Section 6. Stock Options may be either Incentive Stock Options or Nonqualified Stock Options.


 


“Subsidiary”
means: (a) with respect to an Incentive Stock Option, a “subsidiary corporation” as defined under Section 424(f) of
the Code; and (b) for all other purposes under the Plan, any corporation or other entity in which the Company owns, directly or
indirectly, a proprietary interest of more than fifty percent (50%) by reason of stock ownership or otherwise.


 


“Ten
Percent Stockholder” means any Participant who owns more than ten percent (10%) of the combined voting power
of all classes of stock of the Company, within the meaning of Section 422 of the Code.


 


3.           Shares
Available Under the Plan.


 


a.       Shares
Available for Awards. The maximum number of Shares that may be issued or delivered pursuant to Awards under the Plan shall
be 1.5 million Shares, all of which may be granted with respect to Incentive Stock Options. Shares issued or delivered pursuant
to an Award may be authorized but unissued Shares, treasury Shares, or a combination of the foregoing. The aggregate number of
Shares available for issuance or delivery under the Plan shall be subject to adjustment as provided in Section 9.


 


b.       Share
Counting. The following Shares shall not count against the Share limit in Section 3(a): (i) Shares covered by an Award
that expires or is forfeited, canceled, surrendered, or otherwise terminated without the issuance of such Shares; (ii) Shares
covered by an Award that is settled only in cash; and (iii) Shares granted through the assumption of, or in substitution for,
outstanding awards granted by a company to individuals who become Employees or Directors as the result of a merger, consolidation,
acquisition or other corporate transaction involving such company and the Company or any of its Subsidiaries. This Section 3(b)
shall apply to the number of Shares reserved and available for Incentive Stock Options only to the extent consistent with
applicable Treasury Regulations relating to Incentive Stock Options under the Code.


 






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4.            Administration
of the Plan.


 


a.       In
General. The Plan shall be administered by the Board. The Board shall have full and final authority in its discretion to take
all actions determined by the Board to be necessary in the administration of the Plan, including, without limitation, discretion
to: select Award recipients; determine the sizes and types of Awards; determine the terms and conditions of Awards in a manner
consistent with the Plan; grant waivers of terms, conditions, restrictions and limitations applicable to any Award, or accelerate
the vesting or exercisability of any Award, in a manner consistent with the Plan; construe and interpret the Plan and any Award
Agreement or other agreement or instrument entered into under the Plan; establish, amend, or waive rules and regulations for the
Plan’s administration; and take such other action, not inconsistent with the terms of the Plan, as the Board deems appropriate.


 


b.       Delegation
to Committees. To the extent permitted by Applicable Law, the Board may, in its discretion, delegate to one or more committees
of the Board any of the Board’s authority under the Plan. With respect to any matters so delegated, the acts of any such
committee shall be treated hereunder as acts of the Board, and all references in the Plan to the “Board” (except those
in the immediately preceding sentence) shall mean any such committee.


 


c.       Delegation
to Officers. To the extent permitted by Applicable Law, the Board may, in its discretion, delegate to one or more officers
of the Company the authority to grant Awards and such other authority under the Plan as the Board may determine; provided
that the Board shall fix the maximum number of Shares that may be subject to Awards granted by such officers under the Plan and
the maximum number of Shares that may be subject to Awards granted to any one Participant by such officers. With respect to any
matters so delegated, the acts of any such delegate shall be treated hereunder as acts of the Board, and all references in the
Plan to the “Board” (except those in the immediately preceding sentence) shall mean any such delegate.


 


d.       Determinations.
The Board shall have no obligation to treat Participants or eligible Employees, Directors or Consultants uniformly, and the Board
may make determinations under the Plan selectively among Participants who receive, or Employees, Directors or Consultants who
are eligible to receive, Awards (whether or not such Participants or eligible Employees, Directors or Consultants are similarly
situated). All determinations and decisions made by the Board pursuant to the provisions of the Plan and all related orders and
resolutions of the Board shall be final, conclusive and binding on all persons, including the Company, its Subsidiaries, stockholders,
Directors, Employees, Consultants, Participants and their estates and beneficiaries.


 


5.            Eligibility
and Participation. Each Employee, Director and Consultant is eligible to participate in the Plan. Subject to the provisions
of the Plan, the Board may, from time to time, select from all eligible Employees, Directors and Consultants those to whom Awards
shall be granted and shall determine, in its sole discretion, the nature of any and all terms permissible by Applicable Law and
the amount of each Award.


 


6.           Awards.
Subject to the terms and conditions of the Plan, Stock Options may be granted to Participants in such number, and upon such terms
and conditions, as shall be determined by the Board in its sole discretion.


 


a.       Award
Agreement. Each Stock Option shall be evidenced by an Award Agreement that shall specify the exercise price, the term of the
Stock Option, the number of Shares covered by the Stock Option, the conditions upon which the Stock Option shall become vested
and exercisable and such other terms and conditions as the Board shall determine and which are not inconsistent with the terms
and conditions of the Plan.


 






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b.       Exercise
Price. The exercise price per Share of a Stock Option shall be determined by the Board at the time the Stock Option is granted
and shall be specified in the related Award Agreement; provided, however, that in no event shall the exercise price per
Share of any Stock Option be less than one hundred percent (100%) of the Fair Market Value of a Share on the Date of Grant.


 


c.       Term.
The term of a Stock Option shall be determined by the Board and set forth in the related Award Agreement; provided, however,
that in no event shall the term of any Stock Option exceed ten years from its Date of Grant.


 


d.       Exercisability.
Stock Options shall become vested and exercisable at such times and upon such terms and conditions as shall be determined by the
Board and set forth in the related Award Agreement. Such terms and conditions may include, without limitation, the satisfaction
of (a) performance goals based on one or more Performance Objectives, and (b) time-based vesting requirements.


 


e.       Exercise
of Stock Options. Except as otherwise provided in the Plan or in a related Award Agreement, a Stock Option may be exercised
for all or any portion of the Shares for which it is then exercisable. A Stock Option shall be exercised by the delivery of a
notice of exercise to the Company or its designee in a form specified by the Company which sets forth the number of Shares with
respect to which the Stock Option is to be exercised and full payment of the exercise price for such Shares. The exercise price
of a Stock Option may be paid, in the discretion of the Board and as set forth in the applicable Award Agreement: (i) in cash
or its equivalent; (ii) by tendering (either by actual delivery or attestation) previously acquired Shares having an aggregate
Fair Market Value at the time of exercise equal to the aggregate exercise price; (iii) by a cashless exercise (including by withholding
Shares deliverable upon exercise and through a broker-assisted arrangement to the extent permitted by Applicable Law); (iv) by
a combination of the methods described in clauses (i), (ii) and/or (iii); or (v) through any other method approved by the
Board in its sole discretion. As soon as practicable after receipt of the notification of exercise and full payment of the exercise
price, the Company shall cause the appropriate number of Shares to be issued to the Participant.


 


f.       Special
Rules Applicable to Incentive Stock Options. Notwithstanding any other provision in the Plan to the contrary:


 


(i)       Incentive
Stock Options may be granted only to Employees of the Company and its Subsidiaries. The terms and conditions of Incentive Stock
Options shall be subject to and comply with the requirements of Section 422 of the Code.


 


(ii)       To
the extent that the aggregate Fair Market Value of the Shares (determined as of the Date of Grant) with respect to which an Incentive
Stock Option is exercisable for the first time by any Participant during any calendar year (under all plans of the Company and
its Subsidiaries) is greater than $100,000 (or such other amount specified in Section 422 of the Code), as calculated under Section
422 of the Code, then the Stock Option shall be treated as a Nonqualified Stock Option.


 


(iii)       No
Incentive Stock Option shall be granted to any Participant who, on the Date of Grant, is a Ten Percent Stockholder, unless (A)
the exercise price per Share of such Incentive Stock Option is at least one hundred and ten percent (110%) of the Fair Market
Value of a Share on the Date of Grant, and (B) the term of such Incentive Stock Option shall not exceed five (5) years from the
Date of Grant.


 






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7.            Compliance
with Section 409A. Awards granted under the Plan shall be designed and administered in such a manner that they are either
exempt from the application of, or comply with, the requirements of Section 409A of the Code. To the extent that the Board
determines that any award granted under the Plan is subject to Section 409A of the Code, the Award Agreement shall incorporate
the terms and conditions deemed necessary by the Board to avoid the imposition of an additional tax under Section 409A of
the Code upon a Participant. Notwithstanding any other provision of the Plan or any Award Agreement (unless the Award Agreement
provides otherwise with specific reference to this Section): (a) an Award shall not be granted, deferred, accelerated, extended,
paid out, settled, substituted or modified under the Plan in a manner that would result in the imposition of an additional tax
under Section 409A of the Code upon a Participant; and (b) if an Award is subject to Section 409A of the Code, and if
the Participant holding the award is a “specified employee” (as defined in Section 409A of the Code, with such
classification to be determined in accordance with the methodology established by the Company), then, to the extent required to
avoid the imposition of an additional tax under Section 409A of the Code upon a Participant, no distribution or payment of
any amount shall be made before the date that is six months following the date of such Participant’s “separation from
service” (as defined in Section 409A of the Code) or, if earlier, the date of the Participant’s death. Although
the Company intends to administer the Plan so that Awards will be exempt from, or will comply with, the requirements of Section 409A
of the Code, the Company does not warrant that any Award under the Plan will qualify for favorable tax treatment under Section 409A
of the Code or any other provision of federal, state, local, or non-United States law. The Company shall not be liable to any
Participant for any tax, interest, or penalties the Participant might owe as a result of the grant, holding, vesting, exercise,
or payment of any Award under the Plan.


 


8.            Transferability.
Except as otherwise determined by the Board, no Award shall be transferable by the Participant except by will or the laws of descent
and distribution; provided, that if so determined by the Board, each Participant may, in a manner established by the Board,
designate a beneficiary to exercise the rights of the Participant with respect to any Award upon the death of the Participant
and to receive Shares or other property issued or delivered under such Award. Except as otherwise determined by the Board, Stock
Options will be exercisable during a Participant’s lifetime only by the Participant or, in the event of the Participant’s
legal incapacity to do so, by the Participant’s guardian or legal representative acting on behalf of the Participant in
a fiduciary capacity under state law and/or court supervision.


 


9.            Adjustments.
In the event of any equity restructuring (within the meaning of Financial Accounting Standards Board Accounting Standards Codification
Topic 718, Compensation – Stock Compensation), such as a stock dividend, stock split, reverse stock split, spinoff, rights
offering, or recapitalization through a large, nonrecurring cash dividend, the Board shall cause there to be an equitable adjustment
in the numbers of Shares specified in Section 3 of the Plan and, with respect to outstanding Awards, in the number
and kind of Shares subject to outstanding Awards and the exercise price or other price of Shares subject to outstanding Awards,
in each case to prevent dilution or enlargement of the rights of Participants. In the event of any other change in corporate capitalization,
or in the event of a merger, consolidation, liquidation, or similar transaction, the Board may, in its sole discretion, cause
there to be an equitable adjustment as described in the foregoing sentence, to prevent dilution or enlargement of rights; provided,
however, that, unless otherwise determined by the Board, the number of Shares subject to any Award shall always be rounded
down to a whole number. Notwithstanding the foregoing, the Board shall not make any adjustment pursuant to this Section 9
that would (i) cause any Stock Option intended to qualify as an ISO to fail to so qualify, (ii) cause an Award that is
otherwise exempt from Section 409A of the Code to become subject to Section 409A, or (iii) cause an Award that is subject to Section
409A of the Code to fail to satisfy the requirements of Section 409A. The determination of the Board as to the foregoing adjustments,
if any, shall be conclusive and binding on all Participants and any other persons claiming under or through any Participant.


 






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10.          Fractional
Shares. The Company shall not be required to issue or deliver any fractional Shares pursuant to the Plan and, unless otherwise
provided by the Board, fractional Shares shall be settled in cash.


 


11.          Withholding
Taxes. To the extent required by Applicable Law, a Participant shall be required to satisfy, in a manner satisfactory to the
Company or Subsidiary, as applicable, any withholding tax obligations that arise by reason of a Stock Option exercise, an election
pursuant to Section 83(b) of the Code or otherwise with respect to an Award. The Company and its Subsidiaries shall not be
required to issue or deliver Shares, make any payment or recognize the transfer or disposition of Shares until such obligations
are satisfied. The Board may permit or require these obligations to be satisfied by having the Company withhold a portion of the
Shares that otherwise would be issued or delivered to a Participant upon exercise of a Stock Option, or by tendering Shares previously
acquired, in each case having a Fair Market Value equal to the minimum amount required to be withheld or paid. Any such elections
are subject to such conditions or procedures as may be established by the Board and may be subject to disapproval by the Board.


 


12.          Foreign
Employees. Without amending the Plan, the Board may grant Awards to Participants who are foreign nationals, or who are subject
to Applicable Law of one or more non-United States jurisdictions, on such terms and conditions different from those specified
in the Plan as may in the judgment of the Board be necessary or desirable to foster and promote achievement of the purposes of
the Plan, and, in furtherance of such purposes, the Board may make such modifications, amendments, procedures, and the like as
may be necessary or advisable to comply with provisions of Applicable Law of other countries in which the Company or its Subsidiaries
operate or have employees.


 


13.          Termination
for Cause; Forfeiture of Awards.


 


a.       Termination
for Cause. If a Participant’s employment or service is terminated by the Company or a Subsidiary for Cause, as determined
by the Board in its sole discretion, then, promptly upon receiving notice of the Board’s determination, the Participant
shall: (i) forfeit all Awards granted under the Plan to the extent then held by the Participant; (ii) return to the Company
or the Subsidiary all Shares that the Participant has not disposed of that had been acquired pursuant to all Awards granted under
the Plan, in exchange for payment by the Company or the Subsidiary of any amount actually paid therefor by the Participant; and
(iii) with respect to any Shares acquired pursuant to an Award granted under the Plan that were disposed of, pay to the Company
or the Subsidiary, in cash, the excess, if any, of: (A) the Fair Market Value of the Shares on the date acquired, over (B) any
amount actually paid by the Participant for the Shares.


 


b.       Compensation
Recovery Policy. Any Award granted to a Participant shall be subject to forfeiture or repayment pursuant to the terms of any
applicable compensation recovery policy adopted by the Company, including any such policy that may be adopted to comply with Applicable
Law.


 


c.       Set-Off
and Other Remedies. To the extent that amounts are not immediately returned or paid to the Company as provided in this Section
13, the Company may, to the extent permitted by Applicable Law, seek other remedies, including a set off of the amounts so
payable to it against any amounts that may be owing from time to time by the Company or a Subsidiary to the Participant for any
reason, including, without limitation, wages, or vacation pay or other benefits; provided, however, that, except to the
extent permitted by Treasury Regulation Section 1.409A-3(j)(4), such offset shall not apply to amounts that are “deferred
compensation” within the meaning of Section 409A of the Code.


 






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14.          Change
in Control. In the event of a Change in Control, the Board, in its sole discretion, may take such actions, if any, as it deems
necessary or desirable with respect to any Award that is outstanding as of the date of the consummation of the Change in Control.
Such actions may include, without limitation: (a) the acceleration of the vesting, settlement and/or exercisability of an Award;
(b) the payment of a cash amount in exchange for the cancellation of an Award; (c) the cancellation of Stock Options without payment
therefor if the Fair Market Value of a Share on the date of the Change in Control does not exceed the exercise price per Share
of the applicable Awards; and/or (d) the issuance of substitute Awards that substantially preserve the value, rights and
benefits of any affected Awards.


 


15.          Amendment,
Modification and Termination.


 


a.       In
General. The Board may at any time and from time to time, alter, amend, suspend or terminate the Plan in whole or in part.


 


b.       Adjustments
to Outstanding Awards. The Board may in its sole discretion at any time (i) provide that all or a portion of a Participant’s
Stock Options that may be exercised shall become fully or partially exercisable; (ii) provide that all or a part of the time-based
vesting restrictions on all or a portion of the outstanding Awards shall lapse, and/or that any Performance Objectives or other
performance-based criteria with respect to any Awards shall be deemed to be wholly or partially satisfied; or (iii) waive any
other limitation or requirement under any such Award, in each case, as of such date as the Board may, in its sole discretion,
declare. Additionally, the Board shall not make any adjustment pursuant to this Section 15(b) that would cause an
Award that is otherwise exempt from Section 409A of the Code to become subject to Section 409A, or that would cause
an Award that is subject to Section 409A of the Code to fail to satisfy the requirements of Section 409A.


 


c.       Effect
on Outstanding Awards. Notwithstanding any other provision of the Plan to the contrary (other than Sections 9,
14, 15(b) and 17(d)), no termination, amendment, suspension, or modification of the Plan or an Award Agreement
shall adversely affect in any material way any Award previously granted under the Plan, without the written consent of the Participant
holding such Award; provided that the Board may modify an ISO held by a Participant to disqualify such Stock Option from
treatment as an “incentive stock option” under Section 422 of the Code without the Participant’s consent.


 


16.          Applicable
Law. The obligations of the Company with respect to Awards under the Plan shall be subject to Applicable Law and such approvals
by any governmental agencies as the Board determines may be required. The Plan and each Award Agreement shall be governed by the
laws of the State of Delaware, excluding any conflicts or choice of law rule or principle that might otherwise refer construction
or interpretation of the Plan to the substantive law of another jurisdiction.


 


17.          Miscellaneous.


 


a.       Conditions
on Delivery of Shares. The Company will not be obligated to deliver any Shares pursuant to the Plan or to remove restrictions
from Shares previously delivered under the Plan until (i) all conditions of the Award have been met or removed to the satisfaction
of the Company, (ii) in the opinion of the Company’s counsel, all other legal matters in connection with the issuance and
delivery of such Shares have been satisfied, including any applicable securities laws and any applicable stock exchange or stock
market rules and regulations, and (iii) the Participant has executed and delivered to the Company such representations or agreements
as the Company may consider appropriate to satisfy the requirements of Applicable Law. Unless and until the Shares have been registered
under the Securities Act of 1933, as amended, each certificate evidencing any Shares delivered pursuant to the Plan shall bear
a restrictive legend specified by the Company.


 






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b.       No
Right of Continued Employment or Service. The Plan shall not confer upon any Participant any right with respect to continuance
of employment or other service with the Company or any Subsidiary, nor shall it interfere in any way with any right the Company
or any Subsidiary would otherwise have to terminate such Participant’s employment or other service at any time. No Employee,
Director or Consultant shall have the right to be selected to receive an Award under the Plan, or, having been so selected, to
be selected to receive future Awards.


 


c.       Unfunded,
Unsecured Plan. Neither a Participant nor any other person shall, by reason of participation in the Plan, acquire any right
or title to any assets, funds or property of the Company or any Subsidiary, including without limitation, any specific funds,
assets or other property which the Company or any Subsidiary may set aside in anticipation of any liability under the Plan. A
Participant shall have only a contractual right to an Award or the amounts, if any, payable under the Plan, unsecured by any assets
of the Company or any Subsidiary, and nothing contained in the Plan shall constitute a guarantee that the assets of the Company
or any Subsidiary shall be sufficient to pay any benefits to any person.


 


d.       Severability.
If any provision of the Plan is or becomes invalid, illegal or unenforceable in any jurisdiction, or would disqualify the Plan
or any Award under any law deemed applicable by the Board, such provision shall be construed or deemed amended or limited in scope
to conform to Applicable Law or, in the discretion of the Board, it shall be stricken and the remainder of the Plan shall remain
in full force and effect.


 


e.       Acceptance
of the Plan. By accepting any benefit under the Plan, each Participant and each person claiming under or through any such
Participant shall be conclusively deemed to have indicated their acceptance and ratification of, and consent to, all of the terms
and conditions of the Plan and any action taken under the Plan by the Board or the Company, in any case in accordance with the
terms and conditions of the Plan.


 


f.       Successors.
All obligations of the Company under the Plan and with respect to Awards shall be binding on any successor to the Company, whether
the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or other event, or a sale
or disposition of all or substantially all of the business and/or assets of the Company and references to the “Company”
herein and in any Award Agreements shall be deemed to refer to such successors.


 


[END
OF DOCUMENT]


 






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EXHIBIT A




FORM
OF AWARD AGREEMENT – INCENTIVE STOCK OPTION


 


SG
BLOCKS, INC.

INCENTIVE STOCK OPTION AGREEMENT


 


Notice
of Stock Option Grant


 


SG
Blocks, Inc., a Delaware corporation (the “Company”), grants to the Grantee named below, in accordance
with the terms of the SG Blocks, Inc. Stock Option Plan (the “Plan”) and this Incentive Stock Option
Agreement (this “Agreement”), an option (the “Stock Option”) to purchase the
number of Shares at the exercise price per share (“Exercise Price”) as follows:


 


	 	Name
    of Grantee:	______________________________
	 	 	 
	 	Number
    of Shares:	______________________________
	 	 	 
	 	Exercise
    Price:	$____
    per Share
	 	 	 
	 	Date
    of Grant:	______________________________
	 	 	 
	 	Vesting
    Dates:	______________________________


 


Terms
of Agreement


 


1.            Grant
of Stock Option. Subject to and upon the terms, conditions and restrictions set forth in this Agreement and in the Plan, the
Company hereby grants to the Grantee as of the Date of Grant this Stock Option to purchase the number of Shares at the Exercise
Price as set forth above. This Stock Option is intended to be, and shall be treated as, an “incentive stock option”
within the meaning of that term under Section 422 of the Code.


 


2.            Vesting
of Stock Option.


 


(a)       Unless
and until terminated as hereinafter provided, the Stock Option shall vest and become exercisable as follows:


 





 



 





 



 





 



 


(b)       Notwithstanding the provisions of Section 2(a), the Stock Option will become immediately vested and exercisable in
full if, prior to the applicable Vesting Date: (i) the Grantee’s employment with the Company and its Subsidiaries
terminates by reason of the Grantee’s death or “Disability” (defined as permanent and total
disability within the meaning of Section 22(e)(3) of the Code); or (ii) the Grantee’s employment is terminated within
two years after a Change in Control: (A) by the Company and its Subsidiaries without Cause and not as a result of Disability;
or (B) by the Grantee for Good Reason (defined as in Section 2(c) of this Agreement).


 






    A-1


     


    

 


(c)       For
purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following without
the Grantee’s consent: (i) a material reduction of the Grantee’s annual base salary; (ii) a material reduction in
the Grantee’s title, authority, responsibilities or reporting relationship as in effect immediately prior to the Change
in Control; or (iii) the Company’s requirement that in order to perform his obligations to the Company, the Grantee must
relocate his residence to a location more than 50 miles from the Grantee’s principal office location immediately prior to
a Change in Control. A termination of the Grantee’s employment by the Grantee shall not be deemed to be for Good Reason
unless (A) the Grantee gives notice to the Company of the existence of the event or condition constituting Good Reason within
60 calendar days after such event or condition initially occurs or exists, and (B) the Company fails to cure such event or condition
within 30 calendar days after receiving such notice.


 


(d)       For
purposes of this Agreement, the continuous employment of the Grantee with the Company and its Subsidiaries shall not be deemed
to have been interrupted, and the Grantee shall not be deemed to have ceased to be an employee of the Company and its Subsidiaries,
by reason of the transfer of his employment among the Company and its Subsidiaries or a leave of absence approved by the Board.


 


3.            Forfeiture
of Stock Option.


 


(a)       To
the extent that the Stock Option has not yet vested pursuant to Section 2 above, it shall be forfeited automatically without
further action or notice if the Grantee ceases to be employed by the Company and its Subsidiaries prior to the applicable Vesting
Date other than as provided in Section 2(b).


 


(b)       The
provisions of Section 13 of the Plan regarding forfeiture of Awards shall apply to the Stock Option and any Shares delivered
hereunder. This Section 3(b) shall survive and continue in full force in accordance with its terms notwithstanding any
termination of the Grantee’s employment or the exercise of the Stock Option as provided herein.


 


4.            Exercise
of Stock Option.


 


(a)       To
the extent that the Stock Option has become vested and exercisable in accordance with this Agreement, it may be exercised in whole
or in part from time to time by written notice to the Company stating the number of whole Shares for which the Stock Option is
being exercised, the intended manner of payment, and such other provisions as may be required by the Company. The Stock Option
may be exercised, during the lifetime of the Grantee, only by the Grantee, or in the event of his legal incapacity, by his guardian
or legal representative acting on behalf of the Grantee in a fiduciary capacity under state law and/or court supervision. If the
Grantee dies before the expiration of the Stock Option, all or part of this Stock Option may be exercised (prior to expiration)
by the personal representative of the Grantee or by any person who has acquired this Stock Option directly from the Grantee by
will, bequest or inheritance, but only to the extent that the Stock Option was vested and exercisable upon the Grantee’s
death.


 


(b)       The
Exercise Price is payable in cash or by certified or cashier’s check or other cash equivalent acceptable to the Board payable
to the order of the Company.


 


5.            Term
of Stock Option. Subject to Section 3(b) hereof, the Stock Option will terminate on the earliest of the following dates
(the “Expiration Date”):


 


(a)       Twelve
months after the termination of the Grantee’s employment as a result of death or Disability;


 






    A-2


     


    

 


(b)       Immediately
upon termination of the Grantee’s employment by the Company for Cause;


 


(c)       90
days after the termination of the Grantee’s employment for any other reason; or


 


(d)       Midnight
on the day immediately preceding the tenth anniversary (or the fifth anniversary, if the Grantee is a Ten Percent Stockholder)
of the Date of Grant.


 


6.            Delivery
of Shares. Subject to the terms and conditions of this Agreement and the Plan, Shares shall be issuable to the Grantee as
soon as administratively practicable following the date the Grantee (a) exercises the Stock Option in accordance with Section
4 hereof, (b) makes full payment to the Company of the Exercise Price and (c) makes arrangements satisfactory to the Company
(or any Subsidiary, if applicable) for the payment of any required withholding taxes related to the exercise of the Stock Option.
The Grantee shall not possess any incidents of ownership (including, without limitation, dividend or voting rights) in the Shares
until such Shares have been issued to the Grantee in accordance with this Section 6.


 


7.            Transferability.
The Stock Option may not be sold, exchanged, assigned, transferred, pledged, encumbered or otherwise disposed of by the Grantee;
provided that the Grantee’s rights with respect to such Stock Option may be transferred by will or pursuant to the
laws of descent and distribution. Any purported transfer or encumbrance in violation of the provisions of this Section 7
shall be void, and the other party to any such purported transaction shall not obtain any rights to or interest in such Stock
Option.


 


8.            Restrictions
on Resale. Unless and until registered under the Securities Act of 1933, as amended (the “Securities Act”),
any Shares purchased pursuant to the Stock Option will be illiquid and will be deemed to be “restricted securities”
for purposes of the Securities Act. Accordingly, any such Shares may be sold only in compliance with the registration requirements
of the Securities Act or an exemption therefrom and may need to be held indefinitely. Unless and until the Shares have been registered
under the Securities Act, each certificate evidencing any of the Shares shall bear a restrictive legend specified by the Company.


 


9.            Company’s
Right to Repurchase Shares.


 


(a)       The
Company shall have the right (the “Repurchase Right”) to repurchase all, but not less than all, of the
Shares purchased by the Grantee pursuant to the Stock Option, upon written notice to the Grantee within 90 days after the termination
of the Grantee’s employment with the Company and its Subsidiaries, voluntarily or involuntarily, for any reason whatsoever
other than by the Company for Cause, including as a result of death or Disability. The Repurchase Right shall be exercised by
the Company by giving the holder of the Shares written notice of its intention to exercise the Repurchase Right, and, together
with such notice, tendering to the holder an amount equal to the Fair Market Value of the Shares. Upon timely exercise of the
Repurchase Right in the manner provided in this Section 9(a), the holder of the Shares shall deliver to the Company any
stock certificate or certificates representing the Shares being repurchased, duly endorsed and free and clear of any and all liens,
charges and encumbrances. If Shares are not repurchased under the Repurchase Right, the Grantee and his successor in interest,
if any, will continue to hold the Shares subject to all of the provisions of this Agreement and the Plan.


 


(b)       In
the event that the Company or a Subsidiary terminates the Grantee’s employment for Cause, the Company’s rights with
respect to any Shares purchased by the Grantee pursuant to the Stock Option shall be governed by Section 3(b) of this Agreement
and Section 13 of the Plan.


 






    A-3


     


    

 


10.            No
Right to Continued Employment. Nothing contained in this Agreement shall confer upon the Grantee any right with respect to
continuance of employment by the Company and its Subsidiaries, nor limit or affect in any manner the right of the Company and
its Subsidiaries to terminate the employment of the Grantee or adjust the Grantee’s compensation.


 


11.            Relation
to Other Benefits. Any economic or other benefit to the Grantee under this Agreement or the Plan shall not be taken into account
in determining any benefits to which the Grantee may be entitled under any profit-sharing, retirement or other benefit or compensation
plan or arrangement maintained by the Company or a Subsidiary.


 


12.            Taxes
and Withholding. The Grantee shall pay to the Company, or make arrangements satisfactory to the Company for payment of, any
federal, state, local or other taxes that the Company or any Subsidiary is required to withhold in connection with the delivery
of Shares under this Agreement. The obligation of the Company to deliver Shares under this Agreement shall be conditioned on such
payment or arrangements, and the Company and its Subsidiaries shall, to the extent permitted by Applicable Law, have the right
to deduct any such taxes from any payment otherwise due to the Grantee.


 


13.            Mandatory
Notice of Disqualifying Disposition. Without limiting any other provision hereof, the Grantee hereby agrees that if he or
she disposes (whether by sale, exchange, gift, or otherwise) of Shares received from the exercise of any of the Stock Option within
two years of the Date of Grant or within one year of the exercise of the Stock Option by the Grantee, the Grantee shall notify
the Company of such disposition in writing within 30 days from the date of such disposition. Such written notice shall state the
principal terms of such disposition and the type and amount of the consideration received for the Shares by the Grantee in connection
therewith.


 


14.            Compliance
with Applicable Law. The Company shall make reasonable efforts to comply with Applicable Law (including applicable federal
and state securities laws) with respect to the Stock Option; provided that, notwithstanding any other provision of this
Agreement, and only to the extent permitted under Section 409A of the Code, the Company shall not be obligated to deliver any
Shares pursuant to this Agreement if the delivery thereof would result in a violation of Applicable Law.


 


15.            Adjustments.
The Exercise Price and the number and kind of shares of stock covered by this Agreement shall be subject to adjustment as provided
in Section 9 of the Plan.


 


16.            Amendments.
Subject to the terms of the Plan, the Board may modify this Agreement upon written notice to the Grantee. Any amendment to the
Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto. Notwithstanding
the foregoing, no amendment of the Plan or this Agreement shall adversely affect the rights of the Grantee under this Agreement
in a material way without the Grantee’s consent, except as otherwise may be provided in the Plan.


 


17.            Severability.
In the event that one or more of the provisions of this Agreement shall be invalidated for any reason by a court of competent
jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining
provisions hereof shall continue to be valid and fully enforceable.


 






    A-4


     


    

 


18.            Relation
to Plan. This Agreement is subject to the terms and conditions of the Plan, including the forfeiture provisions of Section
13 of the Plan. This Agreement and the Plan contain the entire agreement and understanding of the parties with respect to
the subject matter contained in this Agreement, and supersede all prior written or oral communications, representations and negotiations
in respect thereto. In the event of any inconsistency between the provisions of this Agreement and the Plan, the Plan shall govern.
Capitalized terms used herein without definition shall have the meanings assigned to them in the Plan. The Board shall have the
right to determine any questions which arise in connection with the grant of the Stock Option.


 


19.            Successors
and Assigns. Without limiting Section 7 hereof, the provisions of this Agreement shall inure to the benefit of, and
be binding upon, the successors, administrators, heirs, legal representatives and assigns of the Grantee, and the successors and
assigns of the Company.


 


20.            Governing
Law. The interpretation, performance, and enforcement of this Agreement shall be governed by the laws of the State of Delaware,
excluding any conflicts or choice of law rule or principle that might otherwise refer interpretation or enforcement of the Agreement
to the substantive law of another jurisdiction.


 


21.            Use
of Grantee’s Information. Information about the Grantee and the Grantee’s participation in the Plan may be collected,
recorded and held, used and disclosed for any purpose related to the administration of the Plan. The Grantee understands that
such processing of this information may need to be carried out by the Company and its Subsidiaries and by third party administrators
whether such persons are located within the Grantee’s country or elsewhere, including the United States of America. The
Grantee consents to the processing of information relating to the Grantee and the Grantee’s participation in the Plan in
any one or more of the ways referred to above.


 


(signature
page follows)








 






    A-5


     


    



 


IN WITNESS WHEREOF, the Company
has caused this Agreement to be executed on its behalf by its duly authorized officer and the Grantee has also executed this Agreement,
as of the Date of Grant.


 


	 	SG BLOCKS, INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title	 


  


The undersigned Grantee
hereby acknowledges receipt of a copy of the Plan. The Grantee represents that he is familiar with the terms and provisions of
the Plan, has had an opportunity to obtain the advice of counsel prior to executing this Agreement, and hereby accepts the Stock
Option on the terms and conditions set forth herein and in the Plan.


 


	 	GRANTEE
	 	 
	 	 
	 	[Name]


 






    A-6


     


    

  





EXHIBIT B


FORM
OF AWARD AGREEMENT – NONQUALIFIED STOCK OPTION


 


SG
BLOCKS, INC.

NONQUALIFIED STOCK OPTION AGREEMENT


 


Notice
of Stock Option Grant


 


SG
Blocks, Inc., a Delaware corporation (the “Company”), grants to the Grantee named below, in accordance
with the terms of the SG Blocks, Inc. Stock Option Plan (the “Plan”) and this Nonqualified Stock Option
Agreement (this “Agreement”), an option (the “Stock Option”) to purchase the
number of Shares at the exercise price per share (“Exercise Price”) as follows:


 


	 	Name
    of Grantee:	_______________________________
	 	 	 
	 	Number
    of Shares:  	_______________________________
	 	 	 
	 	Exercise
    Price:	$____
    per Share
	 	 	 
	 	Date
    of Grant:	_______________________________
	 	 	 
	 	Vesting
    Dates:  	_______________________________


 


Terms
of Agreement


 


1.            Grant
of Stock Option. Subject to and upon the terms, conditions and restrictions set forth in this Agreement and in the Plan, the
Company hereby grants to the Grantee as of the Date of Grant this Stock Option to purchase the number of Shares at the Exercise
Price as set forth above. This Stock Option is intended to be a nonqualified stock option and shall not be treated as an “incentive
stock option” within the meaning of that term under Section 422 of the Code.


 


2.            Vesting
of Stock Option.


 


(a)       Unless
and until terminated as hereinafter provided, the Stock Option shall vest and become exercisable as follows:


 








 



 





 



 





 



 


(b)       Notwithstanding
the provisions of Section 2(a), the Stock Option will become immediately vested and exercisable in full if, prior to the
applicable Vesting Date: (i) the Grantee’s employment or service with the Company and its Subsidiaries terminates by reason
of the Grantee’s death or “Disability” (defined as permanent and total disability within the meaning
of Section 22(e)(3) of the Code); or (ii) the Grantee’s employment or service is terminated within two years after a Change
in Control: (A) by the Company and its Subsidiaries without Cause and not as a result of Disability; or (B) by the Grantee
for Good Reason (defined as in Section 2(c) of this Agreement).


 






    B-1


     


    

 


(c)       For
purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following without
the Grantee’s consent: (i) a material reduction of the Grantee’s annual base salary; (ii) a material reduction in
the Grantee’s title, authority, responsibilities or reporting relationship as in effect immediately prior to the Change
in Control; or (iii) the Company’s requirement that in order to perform his obligations to the Company, the Grantee must
relocate his residence to a location more than 50 miles from the Grantee’s principal office location immediately prior to
a Change in Control. A termination of the Grantee’s employment or service by the Grantee shall not be deemed to be for Good
Reason unless (A) the Grantee gives notice to the Company of the existence of the event or condition constituting Good Reason
within 60 calendar days after such event or condition initially occurs or exists, and (B) the Company fails to cure such event
or condition within 30 calendar days after receiving such notice.


 


(d)       For
purposes of this Agreement, the continuous employment or service of the Grantee with the Company and its Subsidiaries shall not
be deemed to have been interrupted, and the Grantee shall not be deemed to have ceased to be an employee of, or service provider
to, the Company and its Subsidiaries, by reason of the transfer of his employment or service among the Company and its Subsidiaries
or a leave of absence approved by the Board.


 


3.            Forfeiture
of Stock Option.


 


(a)       To
the extent that the Stock Option has not yet vested pursuant to Section 2 above, it shall be forfeited automatically without
further action or notice if the Grantee ceases to be employed by, or to provide services to, the Company and its Subsidiaries
prior to the applicable Vesting Date other than as provided in Section 2(b).


 


(b)       The
provisions of Section 13 of the Plan regarding forfeiture of Awards shall apply to the Stock Option and any Shares delivered
hereunder. This Section 3(b) shall survive and continue in full force in accordance with its terms notwithstanding any
termination of the Grantee’s employment or service or the exercise of the Stock Option as provided herein.


 


4.            Exercise
of Stock Option.


 


(a)       To
the extent that the Stock Option has become vested and exercisable in accordance with this Agreement, it may be exercised in whole
or in part from time to time by written notice to the Company stating the number of whole Shares for which the Stock Option is
being exercised, the intended manner of payment, and such other provisions as may be required by the Company. The Stock Option
may be exercised, during the lifetime of the Grantee, only by the Grantee, or in the event of his legal incapacity, by his guardian
or legal representative acting on behalf of the Grantee in a fiduciary capacity under state law and/or court supervision. If the
Grantee dies before the expiration of the Stock Option, all or part of this Stock Option may be exercised (prior to expiration)
by the personal representative of the Grantee or by any person who has acquired this Stock Option directly from the Grantee by
will, bequest or inheritance, but only to the extent that the Stock Option was vested and exercisable upon the Grantee’s
death.


 


(b)       The
Exercise Price is payable in cash or by certified or cashier’s check or other cash equivalent acceptable to the Board payable
to the order of the Company.


 


5.            Term
of Stock Option. Subject to Section 3(b) hereof, the Stock Option will terminate on the earliest of the following dates
(the “Expiration Date”):


 






    B-2


     


    

 


(a)       Twelve
months after the termination of the Grantee’s employment or service as a result of death or Disability;


 


(b)       Immediately
upon termination of the Grantee’s employment or service by the Company for Cause;


 


(c)       90
days after the termination of the Grantee’s employment or service for any other reason; or


 


(d)       Midnight
on the day immediately preceding the tenth anniversary of the Date of Grant.


 


6.            Delivery
of Shares. Subject to the terms and conditions of this Agreement and the Plan, Shares shall be issuable to the Grantee as
soon as administratively practicable following the date the Grantee (a) exercises the Stock Option in accordance with Section
4 hereof, (b) makes full payment to the Company of the Exercise Price and (c) makes arrangements satisfactory to the Company
(or any Subsidiary, if applicable) for the payment of any required withholding taxes related to the exercise of the Stock Option.
The Grantee shall not possess any incidents of ownership (including, without limitation, dividend or voting rights) in the Shares
until such Shares have been issued to the Grantee in accordance with this Section 6.


 


7.            Transferability.
The Stock Option may not be sold, exchanged, assigned, transferred, pledged, encumbered or otherwise disposed of by the Grantee;
provided that the Grantee’s rights with respect to such Stock Option may be transferred by will or pursuant to the
laws of descent and distribution. Any purported transfer or encumbrance in violation of the provisions of this Section 7
shall be void, and the other party to any such purported transaction shall not obtain any rights to or interest in such Stock
Option.


 


8.            Restrictions
on Resale. Unless and until registered under the Securities Act of 1933, as amended (the “Securities Act”),
any Shares purchased pursuant to the Stock Option will be illiquid and will be deemed to be “restricted securities”
for purposes of the Securities Act. Accordingly, any such Shares may be sold only in compliance with the registration requirements
of the Securities Act or an exemption therefrom and may need to be held indefinitely. Unless and until the Shares have been registered
under the Securities Act, each certificate evidencing any of the Shares shall bear a restrictive legend specified by the Company.


 


9.            Company’s
Right to Repurchase Shares.


 


(a)       The
Company shall have the right (the “Repurchase Right”) to repurchase all, but not less than all, of the
Shares purchased by the Grantee pursuant to the Stock Option, upon written notice to the Grantee within 90 days after the termination
of the Grantee’s employment or service with the Company and its Subsidiaries, voluntarily or involuntarily, for any reason
whatsoever other than by the Company for Cause, including as a result of death or Disability. The Repurchase Right shall be exercised
by the Company by giving the holder of the Shares written notice of its intention to exercise the Repurchase Right, and, together
with such notice, tendering to the holder an amount equal to the Fair Market Value of the Shares. Upon timely exercise of the
Repurchase Right in the manner provided in this Section 9(a), the holder of the Shares shall deliver to the Company any
stock certificate or certificates representing the Shares being repurchased, duly endorsed and free and clear of any and all liens,
charges and encumbrances. If Shares are not repurchased under the Repurchase Right, the Grantee and his successor in interest,
if any, will continue to hold the Shares subject to all of the provisions of this Agreement and the Plan.


 






    B-3


     


    

 


(b)       In
the event that the Company or a Subsidiary terminates the Grantee’s employment or service for Cause, the Company’s
rights with respect to any Shares purchased by the Grantee pursuant to the Stock Option shall be governed by Section 3(b)
of this Agreement and Section 13 of the Plan.


 


10.            No
Right to Continued Employment or Service. Nothing contained in this Agreement shall confer upon the Grantee any right with
respect to continuance of employment by or service with the Company and its Subsidiaries, nor limit or affect in any manner the
right of the Company and its Subsidiaries to terminate the employment or service of the Grantee or adjust the Grantee’s
compensation.


 


11.            Relation
to Other Benefits. Any economic or other benefit to the Grantee under this Agreement or the Plan shall not be taken into account
in determining any benefits to which the Grantee may be entitled under any profit-sharing, retirement or other benefit or compensation
plan or arrangement maintained by the Company or a Subsidiary.


 


12.            Taxes
and Withholding. The Grantee shall pay to the Company, or make arrangements satisfactory to the Company for payment of, any
federal, state, local or other taxes that the Company or any Subsidiary is required to withhold in connection with the delivery
of Shares under this Agreement. The obligation of the Company to deliver Shares under this Agreement shall be conditioned on such
payment or arrangements, and the Company and its Subsidiaries shall, to the extent permitted by Applicable Law, have the right
to deduct any such taxes from any payment otherwise due to the Grantee.


 


13.            Compliance
with Applicable Law. The Company shall make reasonable efforts to comply with Applicable Law (including applicable federal
and state securities laws) with respect to the Stock Option; provided that, notwithstanding any other provision of this
Agreement, and only to the extent permitted under Section 409A of the Code, the Company shall not be obligated to deliver any
Shares pursuant to this Agreement if the delivery thereof would result in a violation of Applicable Law.


 


14.            Adjustments.
The Exercise Price and the number and kind of shares of stock covered by this Agreement shall be subject to adjustment as provided
in Section 9 of the Plan.


 


15.            Amendments.
Subject to the terms of the Plan, the Board may modify this Agreement upon written notice to the Grantee. Any amendment to the
Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto. Notwithstanding
the foregoing, no amendment of the Plan or this Agreement shall adversely affect the rights of the Grantee under this Agreement
in a material way without the Grantee’s consent, except as otherwise may be provided in the Plan.


 


16.            Severability.
In the event that one or more of the provisions of this Agreement shall be invalidated for any reason by a court of competent
jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining
provisions hereof shall continue to be valid and fully enforceable.


 


17.            Relation
to Plan. This Agreement is subject to the terms and conditions of the Plan, including the forfeiture provisions of Section
13 of the Plan. This Agreement and the Plan contain the entire agreement and understanding of the parties with respect to
the subject matter contained in this Agreement, and supersede all prior written or oral communications, representations and negotiations
in respect thereto. In the event of any inconsistency between the provisions of this Agreement and the Plan, the Plan shall govern.
Capitalized terms used herein without definition shall have the meanings assigned to them in the Plan. The Board shall have the
right to determine any questions which arise in connection with the grant of the Stock Option.


 






    B-4


     


    

 


18.            Successors
and Assigns. Without limiting Section 7 hereof, the provisions of this Agreement shall inure to the benefit of, and
be binding upon, the successors, administrators, heirs, legal representatives and assigns of the Grantee, and the successors and
assigns of the Company.


 


19.            Governing
Law. The interpretation, performance, and enforcement of this Agreement shall be governed by the laws of the State of Delaware,
excluding any conflicts or choice of law rule or principle that might otherwise refer interpretation or enforcement of the Agreement
to the substantive law of another jurisdiction.


 


20.            Use
of Grantee’s Information. Information about the Grantee and the Grantee’s participation in the Plan may be collected,
recorded and held, used and disclosed for any purpose related to the administration of the Plan. The Grantee understands that
such processing of this information may need to be carried out by the Company and its Subsidiaries and by third party administrators
whether such persons are located within the Grantee’s country or elsewhere, including the United States of America. The
Grantee consents to the processing of information relating to the Grantee and the Grantee’s participation in the Plan in
any one or more of the ways referred to above.


 


(signature
page follows)








 






    B-5


     


    



 


IN WITNESS WHEREOF, the Company
has caused this Agreement to be executed on its behalf by its duly authorized officer and the Grantee has also executed this Agreement,
as of the Date of Grant.


 


	 	SG BLOCKS, INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title	 


  


The undersigned Grantee
hereby acknowledges receipt of a copy of the Plan. The Grantee represents that he is familiar with the terms and provisions of
the Plan, has had an opportunity to obtain the advice of counsel prior to executing this Agreement, and hereby accepts the Stock
Option on the terms and conditions set forth herein and in the Plan.


 


	 	GRANTEE
	 	 
	 	 
	 	[Name]


 


 


B-6